Financial Analysis

6. Employee Benefits All salaried employees of the Company in Hong Kong are enrolled in a Mandatory Provident Fund Scheme (MPF scheme) scheme under the Hong Kong Mandatory Provident Fund Schemes Ordinance, within two months of employment. The MPF scheme is a defined contribution retirement plan administered by an independent trustee. The Company makes regular contributions of 5% of the employees relevant income to the MPF scheme, subject to a maximum of $192 per month. Contributions to the plan vest immediately. The Company recorded MPF expense of $32,656 and $19,499 for the years ended March 31, 2026 and 2025, respectively. …

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10. Share-based Compensation For the year ended March 31, 2025, the Company issued an aggregation of 28,668 ordinary shares to the three directors, and recognized share-based compensation expenses of $72,224 in the account of compensation and benefits in the consolidated statements of operations and comprehensive loss. For the year ended March 31, 2026, the Company issued an aggregation of 49,941 ordinary shares to the three directors, and recognized share-based compensation expenses of $60,194 in the account of compensation and benefits in the consolidated statements of operations and comprehensive loss. …

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7. Fair Value Measurement The following table presents information about the Companys assets by major category measured at fair value on a recurring basis as of March 31, 2026 and 2025, and indicates the fair value hierarchy of the valuation technique utilized by the Company to determine such fair value. Assets measured at fair value on a recurring basis as of March 31, 2026 and 2025: March 31, 2026 Carrying Fair Value Value Level 1 Level 2 Level 3 Total Assets: Securities owned, at fair value $ 710,632 $ 710,632 $ - $ - $ 710,632 Foreign currency forward contracts (400 ) (400 ) - (400 ) Total assets at fair value $ 710,232 $ 710,632 $ (400 ) $ - $ 710,232 March 31, 2025 Carrying Fair Value Value Level 1 Level 2 Level 3 Total Assets: Securities owned, at fair value $ 531,189 $ 531,189 $ - $ - $ 531,189 Foreign currency forward contracts (50,669 ) - (50,669 ) - (50,669 ) US Treasury notes 968,398 968,398 - - 968,398 Total assets at fair value $ 1,448,918 $ 1,499,587 $ (50,669 ) $ - $ 1,448,918 There was no transfer between any levels during the years ended March 31, 2026 and 2025. …

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12. Income Taxes Cayman Islands Under the current and applicable laws of the Cayman Islands, the Company and Top Solar are not subject to tax on income or capital gain. Additionally, upon payments of dividends by the Company to its shareholders, no Cayman Islands withholding tax will be imposed. British Virgin Islands Under the current and applicable laws of BVI, the Companys BVI subsidiaries are not subject to tax on income or capital gains. Hong Kong ZYSL, ZYCL, Winrich and ZYFSL are incorporated in Hong Kong and is subject to Hong Kong Profits Tax on the taxable income as reported in its statutory financial statements adjusted in accordance with relevant Hong Kong tax laws. For the Years Ended March 31, 2026 and 2025, Hong Kong profits tax is calculated in accordance with the two-tiered profits tax rates regime. The applicable tax rate for the first HKD 2 million of assessable profits is 8.25% and assessable profits above HKD 2 million will continue to be subject to the rate of 16.5% for corporations in Hong Kong. Under Hong Kong tax laws, ZYSL, ZYCL, Winrich and ZYFSL are exempted from income tax on its foreign-derived income and there are no withholding taxes in Hong Kong on remittance of dividends. Singapore Top Fin and Top AM are incorporated in Singapore and are subject to Singapore Corporate Tax on the taxable income as reported in its statutory financial statements adjusted in accordance with relevant Singapore tax laws. Top Fin and Top AM are subject to a flat rate …

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8. Operating Leases As of March 31, 2026, the Company had four non-cancelable operating lease agreements with third-party lessors, with lease terms ranging between two years and three years. The lease agreements mature from August 2026 through August 2028. The Company considers the renewal or termination options that are reasonably certain to be exercised in the determination of the lease term and initial measurement of right of use assets and lease liabilities. Lease expense for lease payment is recognized on a straight-line basis over the lease term. The Company determines whether a contract is or contains a lease at inception of the contract and whether that lease meets the classification criteria of a finance or operating lease. When available, the Company uses the rate implicit in the lease to discount lease payments to present value; however, most of the Companys leases do not provide a readily determinable implicit rate. Therefore, the Company discount lease payments based on an estimate of its incremental borrowing rate. The Companys lease agreements do not contain any material residual value guarantees or material restrictive covenants. The table below presents the operating lease related assets and liabilities recorded on the balance sheets. As of March 31, 2026 2025 Rights of use lease assets $ 1,557,438 $ 269,664 Operating lease liabilities $ 1,584,183 $ 270,866 The weighted average remaining lease terms and discount rates for the above operating lease were as fol …

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"Recent Accounting Pronouncements On December 17, 2025, the FASB issued ASU 2025-12, which is to correct, clarify, and otherwise improve U.S. GAAP. ASU 2025-12 includes 33 improvements that span a wide range of topics, including Clarifying diluted earnings per share (EPS) calculation when a loss from continuing operations exists, Clarifying disclosure requirements for lease receivables from sales-type or direct financing leases, Revising the calculation of the reference amount for beneficial interests to prevent double counting credit losses, Clarifying the permissible methods to account for treasury stock retirements, and Clarifying the guidance for transfers of receivables from contracts with customers. The amendments in this Update are effective for all entities for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods. Early adoption is permitted in both interim and annual reporting periods in which financial statements have not yet been issued or made available for issuance. If an entity adopts the amendments in this Update in an interim period, it must adopt them as of the beginning of the annual reporting period that includes that interim reporting period. An entity may elect to early adopt the amendments on an issue-by-issue basis. For example, an entity may decide to early adopt certain amendments and adopt the remaining amendments at the effective date. An entity should apply the amendments in …

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13. Related Party Transaction and Balance a. Nature of relationships with related parties Name Relationship with the Company Ms. Junli Yang The Chairwoman of the Board. Mr. Huaixi Yang Immediate family member of Ms. Junli Yang Mr. Yuen Ka Fai Chief Executive Officer of the Company Ms. Yung Yung Lo Chief Financial Officer of the Company Ms. Tam Hoi Ling, Jennifer Chief Operating Officer of the Company Ever Victory Limited Wholly owned by Mr. Yuen Ka Fai, the Chief Executive Officer of the Company. Zhong Yang Holdings Limited Controlled by Mr. Huaixi Yang b. Related parties transactions For the years ended March 31, Nature 2026 2025 Mr. Huaixi Yang Gross commission income $ 33,032 $ 10,204 Mr. Huaixi Yang Handling income $ 38 $ 13,128 Mr. Huaixi Yang Interest income $ 27,362 $ 169,549 Ms. Junli Yang Gross commission income $ 30 $ - Ms. Tam Hoi Ling, Jennifer Gross commission income $ 15 $ - On July 24, 2025, the Company, through ZYNL, closed an acquisition of 100% equity interest in ZYFSL for cash consideration of HK$500,000 (approximately $63,750). Zhong Yang Holdings Limited, the Seller of ZYFSL, is a company incorporated under the laws of Hong Kong, of which Mr. Huaixi Yang and Ms. Yung Yung Lo hold 71.50% and 8.30% equity interest, respectively. c. Balance with related parties Nature March 31, 2026 March 31, 2025 Mr. Huaixi Yang Due from related parties $ 155,639 $ - Ever Victory Limited Due from related parties $ 76,926 $ - Mr. Huaixi Yang Payable due to customers a relate …

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"2. Summary of Significant Accounting Policies Basis of presentation and principle of consolidation These consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles (U.S. GAAP) and have been prepared in accordance with the regulations of the U.S. Securities and Exchange Commission (SEC). The consolidated financial statements include the financial statements of the parent company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Noncontrolling interest A non-controlling interest in a subsidiary of the Company represents the portion of the equity (net assets) in the subsidiary not directly or indirectly attributable to the Company. Non-controlling interests are presented as a separate component of equity on the consolidated balance sheet and consolidated statements of operations and comprehensive income are attributed to controlling and non-controlling interests. As of March 31, 2026, the non-controlling interest represented 80% equity interest in Winrich Trust (Note 1). Use of estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the U. S. (U.S. GAAP) requires the use of estimates and assumptions that affect both the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of …

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11. Equity Ordinary shares On October 4, 2024, the Board of the Company approved the reclassification and redesignation of ordinary shares, and adoption of dual-class share capital structure. The details are as follows: (i) reclassify all ordinary shares of the Company issued and outstanding into class A ordinary shares of the Company with a par value of US$0.001 each (the Class A Ordinary Shares) with one (1) vote per share and with other rights attached to such shares as set forth in the second amended and restated memorandum and articles of association of the Company (the M&A) on a one for one basis; (ii) redesignate 10,000,000 authorized but unissued ordinary shares of the Company into 10,000,000 class B ordinary shares of the Company with a par value of US$0.001 each (the Class B Ordinary Shares) with fifty (50) votes per share and with other rights attached to it in the M&A on a one for one basis; and (iii) redesignate the remaining authorized but unissued ordinary shares of the Company into Class A Ordinary Shares on a one for one basis. On June 24, 2025, the Board of the Company approved re-designate 90,000,000 authorized but unissued Class A Ordinary Shares of a par value of US$0.001 each into 90,000,000 authorized but unissued Class B Ordinary Shares of a par value of US$0.001 each, and as a consequence of the Share Redesignation, to change the composition of the Companys authorized share capital from 1,000,000,000 shares, comprising 990,000,000 Class A Ordi …

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15. Subsequent Events On March 25, 2026, the Company entered into the Securities Purchase Agreement (the Securities Purchase Agreement), with certain non-U.S. investors (each a Purchaser) relating to the issuance and sale of 214,431,222 units (Units) of the Company, with each Unit consisting of (i) one Class A ordinary share of the Company, par value US$0.001 per share (Class A Ordinary Share and such shares, the Shares), and (ii) two warrants, each to purchase one Class A ordinary share of the Company (the Warrants), at a price per Unit of US$0.37308 (the Offering). On May 5, 2026, the Company entered into Supplement No. 1 (the Supplement) to the Securities Purchase Agreement. Pursuant to the Supplement, the Company and the Purchasers have agreed that, in the event the Company effects a forward stock split, reverse stock split or share consolidation of its Class A Ordinary Shares at any time after the date of the Securities Purchase Agreement and prior to a closing with respect to any Purchaser whose purchase of securities has not yet been consummated, the number of Shares and the number of Warrants comprising each Unit to be issued to such Purchaser at such closing shall be proportionally adjusted to reflect the applicable stock split ratio. The aggregate subscription amount payable by each such Purchaser and the number of Units to be purchased shall remain unchanged. In addition, pursuant to the Supplement, the deadline for the final closing of the Offering has been extend …

SubsequentEventsTextBlock · excerpt; the full note is in the filing