NOTE 6 — ACQUISITION

On October 1, 2025, the Company completed the acquisition of 100% of the issued and outstanding equity interests of Proplus pursuant to the terms of the SPA dated October 1, 2025.

The acquisition was undertaken to expand the Company’s operations, enhance its service offerings, increase its customer base and generate expected operational synergies. The Company believes the acquisition strengthens its competitive position and provides opportunities for future growth.

The acquisition has been accounted for as a business combination under ASC 805, using the acquisition method of accounting.

Under the acquisition method, the Company recognized the assets acquired and liabilities assumed based on their respective estimated fair values as of September 30, 2025.

The fair values assigned to the identifiable assets acquired and liabilities assumed were determined with the assistance of an independent valuation specialist.

The following table summarizes the consideration transferred for the acquisition and the amounts of identified assets acquired and liabilities assumed at the acquisition date:

Goodwill is attributable to the assembled workforce and anticipated synergies arising from the acquisition. The goodwill recognized is not deductible for income tax purposes.

Since the acquisition date, Proplus contributed revenues of $478,541 and net loss of $1,911,850 to the Company’s consolidated results of operations for the year ended March 31, 2026.

Pro forma financial information

The following unaudited supplemental pro forma information presents the consolidated results of operations as if the acquisition had occurred on April 1, 2024. The unaudited supplemental pro forma information is presented for illustrative purposes only and does not necessarily indicate the results of operations that would have been achieved had the acquisition been completed on April 1, 2024, nor is it indicative of future operating results.