NOTE 14. SHARE-BASED COMPENSATION

On September 25, 2024, the Company issued 130,000 (1,300,000 shares before giving effect to the share consolidation) Class A Ordinary Shares for professional services provided for the initial public offering. The total fair value of the shares issued was $85,800, based on a fair value of $0.66 per share as determined by an independent third party. The following table summarizes the key assumptions used to determine the fair value of the awards:

SCHEDULE OF FAIR VALUE ASSUMPTIONS

On April 28, 2025, the Agreement with Greentree, pursuant to which 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 (200,000 shares before giving effect to the share consolidation) shares of its Class A Ordinary Shares 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 the Addendum. Under the terms of the Addendum, the Company agreed to issue an additional 35,000 (350,000 shares before giving effect to the share consolidation) shares of Class A Ordinary Shares 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 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, 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 (100,000 shares before giving effect to the share consolidation) Class A Ordinary Shares 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