Note 3 — Variable interest entity

On July 28, 2025, August 11,2025 ,January 22, 2025 and November 27, 2025, Park Ha Jiangsu entered into the Contractual Arrangements with Xinyuexuan, Aimeihui, Xuanyayue and Hefeng. The significant terms of these Contractual Arrangements are summarized in “Note 1 – Nature of business and organization” above. As a result, the Company classifies Xinyuexuan, Aimeihui, Xuanyayue and Hefeng as a VIE which should be consolidated based on the structure as described in Note 1.

A VIE is an entity that has either a total equity investment that is insufficient to permit the entity to finance its activities without additional subordinated financial support, or whose equity investors lack the characteristics of a controlling financial interest, such as through voting rights, right to receive the expected residual returns of the entity or obligation to absorb the expected losses of the entity. The variable interest holder, if any, that has a controlling financial interest in a VIE is deemed to be the primary beneficiary and must consolidate the VIE. Park Ha Jiangsu is deemed to have a controlling financial interest and be the primary beneficiary of Xinyuexuan, Aimeihui, Xuanyayue and Hefeng, because it has both of the following characteristics:

Pursuant to the Contractual Arrangements, Park Ha Jiangsu, as the actual capital contributor, is responsible for their operational management and is entitled to all profits generated from these entities as well as bears all losses incurred thereby. The Contractual Arrangements are designed so that Xinyuexuan, Aimeihui, Xuanyayue and Hefeng operates for the benefit of Park Ha Jiangsu and ultimately, the Company.

Under the Contractual Arrangements, the Company has the power to direct activities of the VIEs and can have assets transferred out of the VIEs. Therefore, the Company considers that there is no asset in the VIEs that can be used only to settle obligations of the VIEs, except for registered capital and PRC statutory reserves, if any. As the VIEs are incorporated as Individually-Owned Business under the Company Law of the PRC, creditors of the VIEs do not have recourse to the general credit of the Company for any of the liabilities of the VIEs.

Accordingly, the accounts of Xinyuexuan, Aimeihui, Xuanyayue and Hefeng are consolidated in the accompanying consolidated financial statements. In addition, its financial positions and results of operations are included in the Company’s interim condensed consolidated financial statements. 

The carrying amount of the VIEs’ unaudited Interim consolidated assets and liabilities are as follows:

The summarized operating results of the VIEs are as follows: 

Selected Unaudited Interim Condensed Consolidating Financial Schedule 

As a holding company with no material operations of its own, substantially all of our business activities are conducted through our subsidiaries and variable interest entities (VIEs) located in the People’s Republic of China (PRC). The following tables present selected condensed consolidated financial data of Park Ha Cayman and its subsidiaries and the VIEs and the WFOE and the primary beneficiary company of the VIEs as of April 30, 2026.

The VIEs were effectively established primarily in the second half of 2025 and did not commence operations until after that date. Therefore, the schedule included below presents financial information only for the fiscal year ended October 31, 2025 and the six months ended April 30, 2026 only.

SELECTED UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (LOSS)

SELECTED UNAUDITED INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS

SELECTED UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS