NOTE 8. RELATED PARTY TRANSACTIONS

Amounts Due to Directors and Executive Officers

As of June 30, 2026 and March 31, 2026, the Company had amounts due to related parties of $114,528 and $286,160, 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.

Greentree Financial Group

On April 28, 2025, the Company entered into a service agreement (the “Agreement”) with Greentree Financial Group, Inc. (“Greentree”), a consulting company providing corporate governance, Nasdaq listing, and accounting services, in which Thomas M. Gaffney holds a minority membership interest and was the Managing Member from March 2024 to September 2024. Pursuant to the Agreement Greentree agreed to provide professional services regarding compliance with U.S. GAAP and SEC rules. As consideration for these services, the Company issued 20,000 Class A Ordinary Shares (200,000 shares before giving effect to the share consolidation) 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 split-adjusted fair value of the shares at $40.00 ($4.00 per share pre-share consolidation) per share, referencing the offering price on May 19, 2025, the date the Company’s 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 35,000 Class A Ordinary Shares (350,000 shares before giving effect to the share consolidation) to Greentree as a professional service fee. These shares were issued and vested immediately upon the signing of the Addendum. Accordingly, the Company recognized share-based compensation expense of $220,500 (the shares were valued at a split-adjusted price of $6.30 per share based on the closing market price on the date of issuance) related to this grant during the year ended March 31, 2026.

On October 29, 2025, the Company entered into the PIPE Purchase Agreement with Greentree (as one of the buyers) and issued 1,500 Preferred Shares to Greentree for net proceeds of $1,300,000.

On February 26, 2026, the Company received net proceeds of $ 227,237 for the third closing under PIPE Purchase Agreement from Greentree. The proceeds were recorded as liabilities to be settled in 300 Preferred Shares within current liabilities in the consolidated balance sheet as of March 31, 2026. Such 300 shares were issued on February 24, 2026.

On March 30, 2026, Greentree elected to convert 420 Preferred Shares into Class A Ordinary Shares of the Company pursuant to the Certificate of Designations. The aggregate conversion amount of $511,429 was comprised of the stated value of the converted Preferred Shares of $421,520 (reflecting the 110% multiplier set forth in the Certificate of Designations) and accrued and unpaid dividends of $47,557. Based on a conversion price of $0.3622 per share, the Company issued 141,202 Class A Ordinary Shares (1,412,023 shares before giving effect to the share consolidation) upon conversion, which were delivered electronically through the facilities of The Depository Trust Company. No cash proceeds were received by the Company in connection with the conversion, and the carrying amount of the converted Preferred Shares, together with the related accrued dividends, was reclassified to permanent equity (Class A Ordinary Shares and additional paid-in capital).

Precursor Capital Limited

On April 2, 2024, the Company entered a $600,000 bridge loan agreement with Precursor Capital Limited (“Precursor”), a significant shareholder of the Company. The loan bears interest at an annual rate of 12% and is intended exclusively to cover the expenses related to the proposed listing, convertible into 60,000 (600,000 shares before giving effect to the share consolidation) Class A Ordinary Shares at a conversion price of $1 per share upon the election of conversion. On September 12, 2024, the loan was converted at the conversion price of $1 per share and 60,000 (600,000 shares before giving effect to the share consolidation) Class A Ordinary Shares were issued to Precursor. Simultaneously, the accrued interest of $32,153 was forgiven. For the year ended March 31, 2025, the total amount of offering costs and other general and administrative expenses incurred amounted to $520,547 which will be paid through the loan proceeds. The remaining balance of $79,453, which was not utilized for expenses, will be either paid in cash by Precursor to the Company or otherwise transferred in accordance with the terms of the agreement. As of March 31, 2026, the remaining balance was $0. With over payment of $392, total $79,845 was booked into equity for the year ended March 31, 2026. As of June 30, 2026, the remaining balance was $0.

OFA GROUP

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

THREE MONTHS ENDED JUNE 30, 2026 AND 2025

TriCore Foundation, LLC

On October 29, 2025, the Company entered into purchase agreement (the “PIPE Purchase Agreement”) with a group of institutional investors (collectively, the “Buyers”), providing for the issuance and sale, in multiple closings, of up to $50,000,000 in stated value of the Company’s newly authorized Preferred Shares. Each share of Series A Preferred has a stated value of $1,000 and is convertible into Ordinary Shares of the Company (“Ordinary Shares”) in accordance with the related Certificate of Designations. The Initial Closing under the PIPE Purchase Agreement provided for the issuance of $1,500,000 in stated value of Series A Preferred, with subsequent closings providing for $500,000 (the “Second Closing”), $4,000,000 (the “Third Closing”) and up to the program maximum in one or more Additional Closings. One of the Buyers under the PIPE Purchase Agreement is TriCore Foundation, LLC (“TriCore”), which is identified in the PIPE Purchase Agreement as the “Affiliate Buyer.” During the year ended March 31, 2026, the Company received gross proceeds of $2,700,000 from TriCore under the PIPE Purchase Agreement for 3,000 Preferred Shares. On March 27, 2026, TriCore converted the 3,000 Preferred Shares into Class A Ordinary Shares. Li Hsien “Larry” Wong, the Company’s Chief Executive Officer and director, has voting and dispositive control over the securities held by TriCore in his capacity as a manager.

On June 22, 2026, pursuant to the PIPE Purchase Agreement and the related Waiver Agreement, the Company received aggregate cash proceeds of $323,000 from TriCore in connection with an Additional Closing relating to 356 Preferred Shares with an aggregate stated value of $356,000. As of June 30, 2026, the 356 Preferred Shares had not been issued and were not reflected as issued and outstanding in the records of the Company’s transfer agent. Accordingly, the proceeds were recorded as preferred stock payable within mezzanine equity as of June 30, 2026.

In addition, as of June 30, 2026, the Company had received $148,000 from TriCore as a partial payment in connection with the Second Closing for 262 Preferred Shares. As of that date, the Second Closing had not been completed and the related Preferred Shares had not been issued. The documentation relating to the Second Closing was subsequently executed on July 29, 2026, and the related Preferred Shares were issued thereafter. Accordingly, the related proceeds were also recorded as preferred stock payable within mezzanine equity.

As of June 30, 2026, TriCore held 927,096 Class A Ordinary Shares (9,270,965 shares before giving effect to the share consolidation) and 0 Preferred Shares.

Li Hsien Wong - Employment Agreement

On August 30, 2024, the Company entered into an Executive Employment Agreement with Mr. Li Hsien Wong, the Chief Executive Officer. The agreement became effective on May 15, 2025 (the “Effective Date”), coinciding with the effectiveness of the Company’s registration statement on Form F-1. Pursuant to the agreement, Mr. Wong is entitled to an annual equity grant of 10,000 Class A Ordinary Shares (100,000 shares before giving effect to the share consolidation). For the calendar year 2025, Mr. Wong will receive an initial grant pro-rated for the period from the Effective Date through December 31, 2025. Subsequent annual grants of 10,000 Class A Ordinary Shares (100,000 shares before giving effect to the share consolidation) are scheduled to be awarded on January 1 of each year during the employment period, subject to continued employment. For the initial grant awarded on the Effective Date, the Company determined the split-adjusted grant-date fair value to be $46.80 per share, based on the market closing price on May 21, 2025. Accordingly, the Company recognized share-based compensation expense of $535,520 related to this grant during the year ended March 31, 2026.

No share-based compensation expense was recorded during the three months ended June 30, 2026.

OFA GROUP

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

THREE MONTHS ENDED JUNE 30, 2026 AND 2025

Strategic Investors

On December 30, 2025, the Company executed the purchase agreement with FNHK Inc., CP COWORK LIMITED and R-OPUS Inc (the “Purchasers”). As of February 2026, the Company had fully received the consideration and issued 6,666,667 Class B Ordinary Shares to FNHK Inc., 6,666,666 Class B Ordinary Shares to CP COWORK LIMITED and 6,666,667 Class B Ordinary Shares to R-OPUS Inc, a par value of US$0.001 each.

No additional shares were issued to, or consideration received from, the Purchasers during the three months ended June 30, 2026.

Finuvia LLC

The Company had restricted cash of $1,680,000 held in a non-interest-bearing escrow account maintained by Finuvia LLC, an affiliate of Precursor, the Company’s shareholder. During the year ended March 31, 2026, the Company entered into a service agreement with Finuvia LLC (“Finuvia”), an affiliate of Precursor, to   explore the Japan market, for a total amount of $200,000, and for which the Company will pay Finuvia a financial advisory service agreement for a monthly fee of $20,000. The financial advisory agreement expired on May 31, 2026.

On May 2, 2026, the Company entered into a new financial advisory service agreement with Finuvia. The agreement has a term through May 31, 2028 and provides monthly payments by the Company of $20,000 beginning June 1, 2026. The total contractual consideration is $480,000.