Financial Analysis

NOTE 1 5 . COMMITMENTS AND CONTINGENCIES Commitments Except for the commitment fee payable to Atsion (Note 1 1 ), the Company had no significant capital or other commitments as of March 31, 2026. Contingencies The Company is subject to legal proceedings and regulatory actions in the ordinary course of business. The results of such proceedings cannot be predicted with certainty, but the Company does not anticipate that the final outcome arising out of any such matters will have a material adverse effect on its financial position, cash flows or results of operations on an individual basis or in the aggregate. As of March 31, 2026 and 2025, the Company is not a party to any material legal or administrative proceedings.

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NOTE 9. LOAN PAYABLE On October 5, 2023, the Company borrowed a 10 -years term loan of $ 475,434 (HK$ 3,697,002 ) as working capital at an annual interest rate of Hong Kong Prime Lending Rate minus 2.25 % per annum under the loan agreement with HSBC (Hong Kong) signed on October 13, 2023. Repayments are to be made on a monthly basis throughout the term of the loan. The loan was under the SME Financing Guarantee Scheme (Scheme), the Scheme was launched on January 1, 2011 by The Hong Kong Mortgage Corporation Limited (HKMC), to ease the cash flow problems of Enterprises adversely affected by the outbreak of COVID-19, a Special 100% Loan Guarantee would be introduced under the Scheme. The loans under the Special 100% Loan Guarantee are fully guaranteed by the Hong Kong Government at a concessionary low-interest rate. On January 2, 2025, due to a general decline in the market lending rate, the applicable annual interest rate was automatically adjusted by the lender from 3.125 % to 3.000 % pursuant to the original loan agreement. As of March 31, 2026, a principal payment of $ 3,317 had been made, reducing the outstanding loan balance to $ 470,249 . Loan payable is as follows as of March 31, 2026 and 2025: SCHEDULE OF BANK BORROWINGS Interest rate March 31, 2026 March 31, 2025 HSBC (Hong Kong) - 100% Guarantee Loan 3.000 % $ 470,249 $ 473,566 Less: current portion of long-term bank borrowings (22,192 ) (378 ) Non-current portion of long-term bank borrowings $ 448,057 $ 473,188 Inte …

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NOTE 1 4 . SHARE-BASED COMPENSATION On September 25, 2024, the Company issued 1,300,000 Class A Ordinary Shares for professional services provided for the initial public offering. The total fair value of the shares issued was $ 85,800 , based on a fair value of $ 0.066 per share as determined by an independent third party. The following table summarizes the key assumptions used to determine the fair value of the awards: SCHEDULE OF FAIR VALUE ASSUMPTIONS Fair value per share 0.066 Discount rate (after tax) 15 % Discount for lack of marketability (DLOM) 28 % On April 28, 2025, the Company entered into a service agreement (the Agreement) with Greentree Financial Group, Inc. (Greentree), pursuant to which Greentree agreed to provide professional services regarding compliance with U.S. GAAP and SEC rules. As consideration for these services, the Company issued 200,000 shares of its Class A Ordinary Shares to Greentree. The service fees were considered fully earned upon the execution of the Agreement. The Company recognized stock-based compensation expense based on the fair value of the shares at $ 4.00 per share, referencing the offering price on May 19, 2025, the date the Companys shares commenced trading. Accordingly, the Company recognized stock-based compensation expense of $ 800,000 related to this grant during the period ended December 31, 2025. On December 18, 2025, the Company and Greentree entered into an amendment to the Agreement (the Addendum). Under the terms of the …

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NOTE 1 3 . INCOME TAXES Cayman Islands Under the current laws of the Cayman Islands, the Company is not subject to tax on income or capital gain. Additionally, upon payments of dividends by the Company in the Cayman Islands to its shareholders, no Cayman Islands withholding tax will be imposed. Hong Kong In accordance with the relevant tax laws and regulations of Hong Kong, a company registered in Hong Kong is subject to income taxes within Hong Kong at the applicable tax rate on taxable income. With effect from the year of assessment of 2018/2019, Hong Kong profit tax rates are 8.25 % on assessable profits up to $ 255,102 (HK$ 2,000,000 ), and 16.5 % on any part of assessable profits over $ 255,102 (HK$ 2,000,000 ). No income tax expense was recognized for the year as the Company maintained a full valuation allowance against its deferred tax assets. Accordingly, there was no current income tax expense incurred in Hong Kong due to the valuation allowance. U.S. The Companys subsidiary OFA Financial was incorporated in Delaware and is treated as United States corporations for US federal income tax purposes per the Internal Revenue Code (US) and are thereby subject to federal income tax on its worldwide income. The applicable U.S. federal corporate income tax rate is 21 %. The Company is exempt from Delaware state corporate income tax as it does not conduct business within the state of Delaware, though it remains subject to the annual Delaware franchise tax. The Companys subsidi …

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NOTE 10. LEASE The Company leases office space in Hong Kong under a non-cancelable operating lease agreement executed on June 26, 2023, with a term ending August 15, 2025. This lease has been extended to end on August 17, 2027. In April 2024, the Company entered two additional non-cancelable operating lease agreements for office spaces located in Rolling Hills Estates, California. The first lease commenced on April 10, 2024, and expired on November 30, 2025. The Company has renewed the lease agreement with leasing period from December 1, 2025 to December 31, 2026. The second lease began on April 22, 2024, and was terminated on April 30, 2025. This has been extended to October 30, 2026. In November 2024, the Company entered another lease for office space in Rolling Hills Estates, which commenced on November 11, 2024, and will expire on December 31, 2025 and this lease has been extended to December 31, 2026. On December 26, 2025, the Company entered an operating lease agreement for its office in Guangzhou, PRC. The lease will be expired on December 25, 2026. The balances for the operating leases where the Company is the lessee are presented within the balance sheets as follows: SCHEDULE OF OPERATING LEASES As of March 31, 2026 As of March 31, 2025 Operating leases: Operating lease right-of-use assets $ 635,622 $ 37,999 Operating lease liabilities, current $ 164,391 $ 38,109 Operating lease liabilities, noncurrent 454,404 - Total operating lease liabilities $ 618,795 $ 38,109 We …

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Recently issued accounting pronouncements Recently issued accounting pronouncements not yet adopted In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures , which provides qualitative and quantitative updates to the rate reconciliation and income taxes paid disclosures, among others, in order to enhance the transparency of income tax disclosures, including consistent categories and greater disaggregation of information in the rate reconciliation and disaggregation by jurisdiction of income taxes paid. The amendments in ASU 2023-09 are effective for fiscal years beginning after December 15, 2025, for emerging growth companies, with early adoption permitted. The amendments should be applied prospectively however; retrospective application is also permitted. The Company is in the process of assessing the impact of this ASU on its consolidated financial statements. In November 2024, the FASB issued ASU No. 2024-03, Disaggregation of Income Statement Expenses (Subtopic 220-40). The ASU requires the disaggregated disclosure of specific expense categories, including purchases of inventory, employee compensation, depreciation, and amortization, within relevant income statement captions. This ASU also requires disclosure of the total amount of selling expenses along with the definition of selling expenses. The ASU is effective for annual periods beginning after December 15, 2026, and interim periods within fiscal years beginning …

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NOTE 8. RELATED PARTIES TRANSACTIONS As of March 31, 2026 and 2025, the Company had amounts due to related parties of $ 286,160 and $ 48,462 , respectively. This amount includes consulting fees payable to the Directors, project expenses, office administration and general expenses paid by the Director on behalf of the Company. The amounts due are non-interest bearing, unsecured and have no fixed repayment terms. On April 28, 2025, the Company entered into a service agreement (the Agreement) with Greentree Financial Group, Inc. (Greentree), pursuant to which Greentree agreed to provide professional services regarding compliance with U.S. GAAP and SEC rules. As consideration for these services, the Company issued 200,000 shares of its Class A Ordinary Shares to Greentree. The service fees were considered fully earned upon the execution of the Agreement. The Company recognized stock-based compensation expense based on the fair value of the shares at $ 4.00 per share, referencing the offering price on May 19, 2025, the date the Companys shares commenced trading. Accordingly, the Company recognized stock-based compensation expense of $ 800,000 related to this grant during the period ended December 31, 2025. On December 18, 2025, the Company and Greentree entered into an amendment to the Agreement (the Addendum). Under the terms of the Addendum, the Company agreed to issue an additional 350,000 shares of Class A Ordinary Shares to Greentree as a professional service fee. These share …

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NOTE 1 6 . SEGMENT INFORMATION In accordance with ASC 280-10, Segment Reporting: Overall , the CODM reviews the consolidated results of operations when making decisions about allocating resources and assessing performance of the Company as a whole; hence, the Company has only one operating segment. The Companys segment profit or loss is measured using gross profit, which is the primary performance metric utilized by management to evaluate the financial results and to make decisions regarding resource allocation. Although gross profit is reviewed by management for operational analysis, operating income (loss) is the primary measure used by the Companys chief operating decision maker (CODM) for segment performance assessment and resource allocation. The Company concluded that the CODM is Mr. Li Hsien Larry Wong, CEO. Summarized financial information concerning the Companys reportable segments is shown as below: 1) By Business Unit: SCHEDULE OF SEGMENT INFORMATION Item 2026 2025 As of March 31, and for the year ended March 31, Item 2026 2025 Revenue $ 716,885 $ 202,007 Cost of revenue 553,040 113,376 Gross profit 163,845 88,631 Operating expenses 8,182,363 775,846 Segment operating loss (8,018,518 ) (687,215 ) Segment other income (expense) (4,232 ) (27,465 ) Segment assets 21,607,285 367,927 2) Revenue by Geography: 2026 2025 For the years ended March 31, 2026 2025 Hong Kong/Asia-Pacific 716,885 $ 202,007 United States - - Total 716,885 $ 202,007 a. Major customers representing …

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NOTE 1 1 . SHAREHOLDERS EQUITY Class A Ordinary Shares The Company is authorized to issue 100,000,000 Class A Ordinary Shares and 20,000,000 Class B Ordinary Shares, both with a par value of $ 0.001 per share. As of March 31, 2026 and 2025, the Company had 25,430,128 and 9,611,111 Class A Ordinary Shares issued and outstanding, respectively. In July 2024, Wong Li Hsien, OFA HKs previous shareholder, sold 17,500 Class A Ordinary Shares of OFA HK to FNHK Inc. and 32,500 shares to R-Opus Inc., while Chong Wai Wong, OFA HKs previous shareholder, sold 17,500 Class A Ordinary Shares of OFA HK to CP COWORK LIMITED and 32,500 shares to R-Opus Inc. Following the completion of the transactions, FNHK Inc., R-Opus Inc. and CP COWORK LIMITED became the new shareholders of OFA HK. In August 2024, OFA Group was incorporated in the Cayman Islands and became the holding company pursuant to the Reorganization described in Note 1. In connection with the Reorganization, 50,000,000 authorized shares of OFA were designated as Class A Ordinary Shares. Each ordinary share has $ 0.001 par value and is entitled to one vote. Upon the Reorganization, on August 24, 2024, OFA issued an aggregate of 7,711,111 Class A Ordinary Shares to shareholders of OFA HK in exchange for respective equity interests that they held in OFA HK immediately before the Reorganization. Share data have been retrospectively restated to give effect to the reorganization that is discussed in Note 1. On April 2, 2024, the Company en …

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NOTE 1 7 . SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date that the consolidated financial statements are issued. Other than the material subsequent events disclosed above in the notes to financial statements and below, no other material subsequent events that required recognition or additional disclosure in the consolidated financial statements are presented. Convertible Promissory Note with Go Fresh 365 Inc On April 1, 2026, OFA Financial, Inc. (the Holder), a wholly owned subsidiary of the Company, was issued a Convertible Promissory Note with Go Fresh 365 Inc (Go Fresh) for a principal amount of $ 800,000 . The loan carries a 6 % annual interest rate and matures 12 twelve months from the effective date of March 31, 2026. The proceeds are designated solely for expenses related to the Go Freshs intended listing on NASDAQ Capital Market and will be disbursed from an escrow account subject to the Holders approval. The holder has the right, at any time prior to maturity, to convert all or any outstanding principal and interest into shares of Go Freshs common stock at a conversion price of $ 1.00 per share, making the note convertible into up to 800,000 shares. Go Fresh agreed to apply all proceeds from its intended initial public offering to repay this note. Upon an event of default, the interest rate increases to 12 % per annum, the entire balance may become immediately due and payable, and …

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