NOTE 6. INTANGIBLE ASSETS

On May 23, 2025, the Company entered into a Co-Development Agreement with Alan to AI Consultancy Co. Limited (“the Contractor”) for the co-development of the Acquired IP. This system is an AI software designed for architecture design and automated generation of structural and MEP (Mechanical, Electrical, and Plumbing) construction drawings. Under the agreement, while the core QikBIM (or “QikBIM”) system intellectual property (IP) initially remains with the Contractor, the Company secures a perpetual, irrevocable, worldwide, royalty-free license to use, modify, and distribute the software, including access to its source code. Crucially, the Company holds exclusive rights for the use, management, and operation of the system in North America and Hong Kong for five years from final completion, after which the license becomes non-exclusive globally. Furthermore, the Company has an option, exercisable within three years of final completion, to either purchase the IP rights for the North American and Hong Kong version of the system or acquire equity in the Contractor (“the Option”). All development fees paid by the Company will be converted towards the acquisition cost if this option is exercised. The total contractual consideration for the acquisition was $14,993,500.

On March 31, 2026, the Company entered into an Intellectual Property Assignment and Co-Ownership Agreement with Alan To AI Consultancy Co. Limited, which amended, restated and superseded the license and option arrangements under the Co-Development Agreement. Pursuant to the new agreement, the Company acquired a 50% undivided co-ownership interest in certain intellectual property relating to the QikBIM system, including rights relating to the United States and Hong Kong standards adaptation and commercialization versions thereof (the “Acquired IP”). The aggregate purchase price for the Acquired IP is $17,500,000. Prior payments made by the Company to the Contractor in the aggregate amount of $11,994,800 have been credited against the purchase price.

OFA GROUP

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

THREE MONTHS ENDED JUNE 30, 2026 AND 2025

As of June 30, 2026, the unpaid balance was HK$43,147,932, equivalent to $5,501,361 based on the applicable exchange rate at the reporting date, and was recorded within accrued liabilities on the condensed consolidated balance sheet.

Intangible assets consisted of the following at each balance sheet date:

 SCHEDULE OF INTANGIBLE ASSETS

Amortization of the intangible asset during the three months ended June 30, 2026, was $881,609. No intangible assets or amortization was booked as of March 31, 2025 and for the three months ended June 30, 2025.

As of June 30, 2026, the Company’s intangible assets had an aggregate gross carrying amount of $17,558,664, consisting of $17,488,664 related to the artificial intelligence software and $70,000 related to blockchain application development. Accumulated amortization was $2,379,846, resulting in a net carrying amount of $15,178,818. Amortization expense for the three months ended June 30, 2026 was $881,609. The foreign currency adjustments to the gross carrying amount and accumulated amortization during the three months ended June 30, 2026 were $13,717 and $2,051, respectively.

In addition, during the year ended March 31, 2026, the Company completed the development of the Hearth real world asset (“RWA”) technology platform. Based on management’s assessment that the platform was fully delivered, operational, available for its intended use and capable of generating future economic benefits beyond a single customer engagement, the related blockchain application development costs were capitalized as intangible assets and are being amortized over an estimated useful life of five years.

No revenue related to QikBIM or the Hearth RAW tokenization platform has been generated for the three months ended June 30, 2026.

The future amortization of the intangible asset is as follows:

 SCHEDULE OF FUTURE AMORTIZATION OF INTANGIBLE ASSETS