Non-Reliance of Financial Report (Form 8-K)

Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Interim Review

On October 26, 2026 the Audit Committee of the Board of Directors (the "Audit Committee") of Panamera Holdings Corporation (the "Company"), after discussion with management, concluded that the Company's previously issued audited consolidated financial statements as of and for the fiscal years ended July 31, 2025, 2024, 2023 and 2022, included in the Company's Annual Reports on Form 10-K filed on January 6, 2023 (as amended on September 19, 2023), November 16, 2023, January 13, 2025 and November 25, 2025, and the unaudited condensed consolidated financial statements for the quarterly periods ended April 30, 2022 through April 30, 2026, included in the Company's Quarterly Reports on Form 10-Q (together, the "Non-Reliance Periods") should no longer be relied upon. Related earnings releases, reports and communications describing those financial statements should also no longer be relied upon.

The conclusion resulted from the Company's determination that it did not record or disclose its obligations under an employment agreement dated February 18, 2022 between the Company and a former Vice President (the "Employment Agreement"). The Employment Agreement, signed on behalf of the Company by its then Chairman, provided for an annual base salary of $250,000 for a three-year term. The Company made no salary payments under it. The former Vice President resigned effective February 9, 2024 and on March 1, 2024 filed suit against the Company for breach of contract in the 80th Judicial District Court of Harris County, Texas. The Employment Agreement and the lawsuit were not disclosed to the Board of Directors and were not reflected in the Non-Reliance Periods' financial statements, and the lawsuit was not disclosed under Legal Proceedings in the Company's Annual Report on Form 10-K for the fiscal year ended July 31, 2024. On August 17, 2026, the Company entered into a settlement agreement, without admission of liability, under which it will pay $650,000 in installments through August 2027.

The Company expects the correction to increase accrued liabilities by approximately $112,000 at July 31, 2022, $362,000 at July 31, 2023, and $506,000 at July 31, 2024, and $509,000 at July 31, 2025 and to increase operating expenses by approximately $112,000 in fiscal 2022, $250,000 in fiscal 2023 and $144,000 in fiscal 2024, and $3,000 in fiscal 2025. These amounts are preliminary and exclude payroll taxes, legal fees and other items under evaluation.

The Company will restate the Non-Reliance Periods in an amendment to its previously filed periodic report, in its Annual Report on Form 10-K for the fiscal year ended July 31, 2025, and will file them as soon as practicable.

The Audit Committee discussed the matters disclosed in this Item 4.02 with the Company's independent registered public accounting firm.