Note 1. ORGANIZATION AND NATURE OF BUSINESS

SCHEDULE OF EQUITY METHOD INVESTMENTS   

Lazex Inc. (“Lazex”) was incorporated under the laws of the State of Nevada on October 12, 2015. From 2019 through 2021, Lazex acquired various entities related to the manufacture and distribution of the Slinger Bag Launcher, a portable tennis ball, padel ball, and pickleball launcher. In 2019, Lazex changed its name to Slinger Bag Inc.; in 2022 Slinger Bag Inc. changed its name to Connexa Sports Technologies Inc.; and on September 30, 2025, Connexa Sports Technologies Inc. changed its name to AiRWA, Inc.

On November 21, 2024, the Company acquired 70% of Yuanyu Enterprise Management Co., Limited (“YYEM”) from Mr. Hongyu Zhou, the sole shareholder of YYEM for a combined $56 million (the “Acquisition”), paid partly in cash and partly in shares. By this transaction, the shareholders of YYEM became the controlling shareholders of the Company and appointed new directors to the Board. Slinger Bag Americas Inc., the Company’s wholly owned subsidiary prior to the closing, was sold, taking with it responsibility for all past and future liabilities related to the Slinger Bag business.

This transaction was accounted for as a “reverse acquisition”, so for accounting purposes, YYEM was deemed to be the accounting acquirer in the transaction, and the Company, the legal acquirer, was deemed to be the accounting acquiree. The consolidated financial statements represent a continuation of the consolidated financial statements of YYEM.

Following the closing of the Acquisition and the disposal of the Slinger Bag business, YYEM was the sole operating subsidiary of the Company. On October 22, 2025, the Company entered into a share purchase agreement with Mr. Zhou, the then Chairman of the Company, to acquire from him the 30% of the share capital of YYEM that it did not already own for $36,000,000, payable in cash, resulting in YYEM becoming a wholly owned subsidiary of the Company.

Established in November 2021, YYEM is based in Hong Kong and operates primarily in the emerging love and marriage market sector. YYEM’s mission is to empower global connections through innovative matchmaking technology. YYEM owns advanced patents and other proprietary technology which it has licensed out, enabling licensees to create localized matchmaking experiences tailored to their specific markets and cultures. On account of economic challenges faced by the Company’s licensees, the agreements generating royalty income were terminated in the course of fiscal year 2026, but the Company continues to believe in the merits of this business model and is seeking replacement customers.

On August 25, 2025, the Company announced a joint venture for the establishment of an RWA-focused exchange, which would initially focus on tokenized U.S. equities. Following that announcement, development proceeded with partial funding and with successful test runs settling trades of tokenized U.S. equities. However, after the end of the Company’s fiscal year, to protect the Company in the wake of media reports that the Company’s joint venture partner was experiencing significant financial and legal problems, management terminated the joint venture agreement, delivering formal notice on September 18, 2026.

On January 30, 2026, the Company entered into and closed on a share purchase agreement with various sellers to acquire all the share capital of Aberfeldy, a Seychelles holding company owning 100% of Rafael AI (formerly known as 26 Rafael Sdn. Bhd.), a Malaysian operating company, for $140,000,000, paid in USDT.

Rafael AI provides “data-to-AI” end-to-end solutions, which are full-cycle services designed to empower enterprises to transition seamlessly from raw data to intelligent applications. Its business is structured around five interconnected AI-related modules, together forming a closed-loop system in which data generation, model refinement, and operational feedback continuously reinforce one another. Its services are tailored to specialist industries such as healthcare, industrial manufacturing and autonomous driving.

AIRWA INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Note 1. ORGANIZATION AND NATURE OF BUSINESS (cont.)

On July 30, 2026, the Company completed the acquisition of Best Life, an international trading company, by paying $30 million in USDT toward the $50 million base purchase price, with the balance due within 90 days and earn-outs payable if Best Life achieves certain performance milestones. Best Life is a cross-border consumer-goods distribution and e-commerce business, leveraging direct brand sourcing, import expertise, bonded warehousing, platform operations, offline retail access, and select private-label development to sell Japanese and other international consumer products across PRC and other overseas markets. It has in place business relationships with prominent brand owners and manufacturers upstream and with e-commerce platforms, supermarkets, specialty retailers, and online resellers downstream. While Best Life historically has focused on Asia, it has recently launched an international expansion program to the UK, the U.S., Canada, and New Zealand.