AIRWA INC. 10-Q

ITEM 1. FINANCIAL STATEMENTS AiRWA, INC. CONSOLIDATED BALANCE SHEETS (Amounts in U.S. dollars, except for numbers of shares or as otherwise noted) As of As of January 31, 2026 April 30, 2025 (unaudited) (audited) ASSETS Current Assets: Cash and cash equivalents $ 35,711,613 $ 54,744 Investment 1,304,192 1,382,857 Accounts receivable 16,252,613 15,388,701 Amount due from related party 2,906,193 2,827,528 Deposits 4,104,162 - Prepayments 259,018 - Other receivables 1,460,150 2,742,329 Total Current Assets 61,997,941 22,396,159 Non-Current Asset: Property, plant and equipment, net 2,070,964 - Development costs 4,357,250 - Intangible assets, net 8,276,943 - Goodwill and intangible assets 123,179,742 10,509,635 Total Non-Current Asset 137,884,899 10,509,635 TOTAL ASSETS 199,882,840 32,905,794 LIABILITIES AND SHAREHOLDERS’ EQUITY LIABILITIES Current Liabilities: Account payable $ 4,002,443 $ - Accrued expenses 2,995,178 2,428,131 Other payable 11,046 - Amount due to related party 784,091 775,406 Income taxes payable 4,542,733 3,283,634 Total Current Liabilities 12,335,491 6,487,171 Total Liabilities 12,335,491 6,487,171 Commitments and Contingencies - - SHAREHOLDERS’ EQUITY Common stock, par value $ 0.001 , 1,000,000,000 shares authorized as of both January 31, 2026 and April 30, 2025; and 42,142,432 and 291,261 * shares issued and outstanding as of January 31, 2026 and April 30, 2025, respectively 972,180 14,563 Additional paid-in capital 215,883,762 19,138,786 (Accumulated deficit)/Retained earnings ( 29,308,593 ) 6,123,114 Total AiRWA, Inc. shareholders’ equity 187,547,349 25,276,463 Non-controlling interest - 1,142,160 Total Shareholders’ Equity 187,547,349 26,418,623 TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY $ 199,882,840 $ 32,905,794 * Adjusted to reflect the reverse stock split described in Note 17. The accompanying notes are an integral part of these consolidated financial statements. F- 1 AiRWA, INC. CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS)/INCOME FOR THE NINE-MONTH AND THREE-MONTH PERIODS ENDED JANUARY 31, 2026 AND 2025 (Amounts in U.S. dollars, except for numbers of shares or as otherwise noted) For the Three-Month Period Ended For the Nine-Month Period Ended January 31, January 31, January 31, January 31, 2026 2025 2026 2025 (unaudited) (unaudited) (unaudited) (unaudited) REVENUE $ 6,973,064 $ 3,272,727 12,973,064 9,818,181 COST OF REVENUE 6,581,756 744,231 8,070,218 2,232,693 GROSS PROFIT 391,308 2,528,496 4,902,846 7,585,488 OPERATING EXPENSES Selling and marketing expenses - - 450,000 - General and administrative expenses 1,957,379 1,998,205 4,472,850 2,286,207 Total Operating Expenses 1,957,379 1,998,205 4,922,850 2,286,207 OPERATING (LOSS)/INCOME ( 1,566,071 ) 530,291 ( 20,004 ) 5,299,281 NON-OPERATING INCOME Interest Income 33,001 - 52,508 - Total Non-Operating Income 33,001 - 52,508 - NON-OPERATING EXPENSE Loss on financial assets at fair value through profit or loss 236,192 - ( 78,664 ) - Share guarantee income/(loss) ( 236,192 ) - 78,664 - Change in fair value of derivative liability - ( 4 ) - ( 4 ) Total Non-Operating Expense - ( 4 ) - ( 4 ) NET (LOSS)/INCOME FROM OPERATIONS BEFORE INCOME TAX EXPENSE ( 1,533,070 ) 530,287 32,504 5,299,277 Income tax expense ( 82,446 ) ( 373,879 ) ( 608,863 ) ( 1,250,762 ) NET (LOSS)/INCOME $ ( 1,615,516 ) $ 156,408 ( 576,359 ) 4,048,515 NET INCOME ATTRIBUTABLE TO NON-CONTROLLING INTEREST - ( 567,617 ) - ( 567,617 ) NET INCOME/(LOSS) TO CONTROLLING INTEREST ( 1,615,516 ) $ ( 411,209 ) ( 576,359 ) 3,480,898 Net (loss)/income per share - basic $ ( 0.05 ) $ ( 1.41 ) $ ( 0.02 ) 11.95 Net (loss)/income per share - diluted $ ( 0.05 ) $ ( 1.41 ) $ ( 0.02 ) 11.95 Weighted average common shares outstanding - basic 32,723,170 291,260 32,723,170 291,260 Weighted average common shares outstanding - diluted 32,723,170 291,260 32,723,170 291,260 The accompanying notes are an integral part of these consolidated financial statements. F- 2 AiRWA, INC. CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY FOR THE NINE-MONTH PERIODS ENDED JANUARY 31, 2026 AND 2025 AND FOR THE THREE-MONTH PERIODS ENDED JANUARY 31, 2026 AND 2025 (Amounts in U.S. dollars, except for numbers of shares or as otherwise noted) Shares Amount Additional Paid-in Capital (Accumulated deficit) / Retained earning AiRWA Inc. Shareholders’ Equity Non-Controlling Interest Total Shareholders’ Equity Balance as of May 1, 2024 10,000 $ 1,282 19,095,000 3,433,350 22,529,632 - 22,529,632 Reverse merger adjustment 14,553,026 13,281 ( 18,714 ) 5,433 - - - Stock-based compensation - - 62,500 - 62,500 - 62,500 Net income for the period - - - 3,480,898 3,480,898 567,617 4,048,515 Balance as of January 31, 2025 14,563,026 $ 14,563 $ 19,138,786 $ 6,919,681 $ 26,073,030 $ 567,617 $ 26,640,647 Balance as of November 1, 2024 10,000 $ 1,282 19,095,000 7,325,457 26,421,739 - 26,421,739 Reverse merger adjustment 14,553,026 13,281 ( 18,714 ) 5,433 - - - Stock-based compensation - - 62,500 - 62,500 - 62,500 Net income/(loss)for the period - - - ( 411,209 ) ( 411,209 ) 567,617 156,408 Balance as of January 31, 2025 14,563,026 $ 14,563 $ 19,138,786 $ 6,919,681 $ 26,073,030 $ 567,617 $ 26,640,647 Balance as of May 1, 2025 14,563,019 $ 14,563 $ 19,138,786 $ 6,123,114 $ 25,276,463 $ 1,142,160 $ 26,418,623 Stock issued for: Private Placement 20,000,000 20,000 4,580,000 - 4,600,000 - 4,600,000 At-the-market transaction 918,019,821 918,020 171,636,495 - 172,554,515 - 172,554,515 Direct offer 15,382,378 15,382 14,758,146 - 14,773,528 - 14,773,528 Allotment of share 4,215,000 4,215 5,770,335 - 5,774,550 - 5,774,550 Fractional adjustment in reverse split ( 930,084,680 ) - - - - - - Increase of shareholdings of a subsidiary - - - ( 34,855,348 ) ( 34,855,348 ) ( 1,142,160 ) ( 35,997,508 ) Net loss for the period - - - ( 576,359 ) ( 576,359 ) - ( 576,359 ) Balance as of - January 31, 2026 42,095,538 $ 972,180 $ 215,883,762 $ ( 29,308,593 ) $ 187,547,349 $ - $ 187,547,349 Balance as of November 1, 2025 18,981,535 $ 949,066 $ 191,380,857 $ ( 26,944,058 ) $ 165,385,865 $ - $ 165,385,865 Balance 18,981,535 $ 949,066 $ 191,380,857 $ ( 26,944,058 ) $ 165,385,865 $ - $ 165,385,865 Stock issued for: At-the-market transaction 3,516,625 3,517 3,974,424 - 3,977,941 - 3,977,941 Direct offer 15,382,378 15,382 14,758,146 - 14,773,528 - 14,773,528 Allotment of share 4,215,000 4,215 5,770,335 - 5,774,550 - 5,774,550 Increase of shareholdings of a subsidiary - - - ( 749,019 ) ( 749,019 ) - ( 749,019 ) Net loss for the period - - - ( 1,615,516 ) ( 1,615,516 ) - ( 1,615,516 ) Net (loss)/income - - - ( 1,615,516 ) ( 1,615,516 ) - ( 1,615,516 ) Balance as of - January 31, 2026 42,095,538 $ 972,180 $ 215,883,762 $ ( 29,308,593 ) $ 187,547,349 $ - $ 187,547,349 Balance 42,095,538 $ 972,180 $ 215,883,762 $ ( 29,308,593 ) $ 187,547,349 $ - $ 187,547,349 The accompanying notes are an integral part of these consolidated financial statements. F- 3 AIRWA, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE NINE-MONTH PERIODS ENDED JANUARY 31, 2026 AND 2025 (Amounts in U.S. dollars, except for numbers of shares or as otherwise noted) For the Nine-Month Period Ended January 31, January 31, 2026 2025 (unaudited) (unaudited) CASH FLOW FROM OPERATING ACTIVITIES Net (loss)/income $ ( 576,359 ) $ 4,048,515 Adjustments to reconcile net income to net cash used in operating activities Amortization expense 2,232,693 2,232,693 Loss on financial assets at fair value through profit or loss 78,664 - Change in fair value of derivative liability - 4 Stock-based compensation - 62,500 Changes in assets and liabilities, net of acquired amounts Accounts receivable 143,888 ( 9,773,822 ) Other receivables 1,288,496 - Prepayments and deposits ( 4,359,341 ) - Accounts payable 4,002,443 - Accrued expenses 391,145 2,223,707 Income taxes payable 608,863 1,250,762 Other payable 10,960 Net cash (used in)/provided by operating activities 3,821,452 44,359 CASH FLOW FROM INVESTING ACTIVITY Payment to investment in subsidiary ( 165,797,198 ) - Net cash used in investing activity ( 165,797,198 ) - CASH FLOW FROM FINANCING ACTIVITIES Proceeds from private placement 4,600,000 - Proceeds from AMT offering 172,554,515 - Proceeds from direct offer 14,773,528 - Proceeds from issue of share 5,774,550 - Amount due from related party ( 78,664 ) - Amount due to related party 8,685 - Net cash provided by financing activities 197,632,614 - Effect of exchange rate fluctuations on cash and cash equivalents - - NET INCREASE IN CASH 35,656,868 44,359 CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD 54,744 39,351 CASH AND CASH EQUIVALENTS - END OF PERIOD $ 35,711,612 $ 83,710 SUPPLEMENTAL DISCLOSURE OF NON-CASH INFORMATION Increase of shareholdings of a subsidiary ( 749,019 ) - The accompanying notes are an integral part of these consolidated financial statements. F- 4 AiRWA, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Note 1. ORGANIZATION AND NATURE OF BUSINESS SCHEDULE OF EQUITY METHOD INVESTMENTS Entity Date of incorporation Place of incorporation Percentage of direct or indirect ownership Principal activities Subsidiaries: Yuanyu Enterprise Management Co., Limited November 11, 2021 Hong Kong 100 % owned by the Company Technology licensing Aberfeldy Holdings Limited August 6, 2024 Republic of Seychelles 100 % owned by the Company Holding company 26 Rafael Sdn. Bhd. April 22, 2022 Malaysia 100 % owned by the Company Data-to-AI, End-to-End Solutions 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. F- 5 AiRWA, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Note 1. ORGANIZATION AND NATURE OF BUSINESS (cont.) 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, now the 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 licenses out, and it is using this intellectual property to develop an AI-powered matchmaking platform to license to partners worldwide, enabling them to create localized matchmaking experiences tailored to their specific markets and cultures. The Company believes YYEM’s pioneering technology has the power to transform the matchmaking industry, leading to greater success for YYEM’s licensees and their clients, and ultimately leading to more people finding successful life partnerships. In August 2025, the Company signed a $500 million joint venture agreement to form AiRWA Exchange, a digital asset exchange focused on the tokenization of real-world assets (RWA), specifically U.S. stocks. AiRWA Exchange is not yet operational and generating revenue, but the Company has completed test runs for settling trades of tokenized U.S. equities, positioning AiRWA Exchange to offer users the ability to trade digital representations of U.S. stocks just as they would cryptocurrencies — with transactions settled within seconds and ownership recorded on the blockchain, which is accessible 24 hours per day. The Company believes AiRWA Exchange will mark a significant step toward bridging the gap between conventional financial systems and the emerging decentralized economy. On January 30, 2026, the Company entered into a share purchase agreement with various sellers to acquire all the share capital of Aberfeldy Holdings Limited, a Seychelles holding company owning 100 % of 26 Rafael Sdn. Bhd., a Malaysian operating company (the “Target Subsidiary”), for $ 140,000,000 , payable in cash. The Target Subsidiary is an AI-specialist company providing end-to-end 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. To date, the Company’s revenue model has largely been a function of YYEM’s licensing fees with its partners, which the Company may bolster through the development or acquisition of additional patents. Through YYEM, the Company generated royalties of $ 7.25 million for the nine-month period ended January 31, 2026. Going forward, the joint venture’s RWA exchange and the Target Subsidiary’s AI-specialist operations may contribute a larger proportion of the Company’s revenue. For details of all prior operations of Slinger Bag Inc., Slinger Bag Americas, Slinger Bag Canada, Slinger Bag UK, Slinger Bag Limited, and Flixsense Pty, Ltd. please see the Company’s filing on Form 10-K for the year ended April 30, 2024, filed July 25, 2024. F- 6 AiRWA, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Note 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation The accompanying consolidated financial statements have been prepared in accordance with the accounting principles generally accepted in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”). Significant accounting policies followed by the Company in the preparation of the accompanying consolidated financial statements are summarized below. Principles of consolidation A subsidiary is an entity in which (i) the Company directly or indirectly controls more than 50% of the voting power, or (ii) the Company has the power to appoint or remove the majority of the members of the board of directors, to cast a majority of votes at board meetings, or to govern the financial and operating policies of the investee pursuant to a statute or under an agreement among the shareholders or equity holders. The accompanying consolidated financial statements include the consolidated financial statements of the Company and its wholly owned subsidiary. A subsidiary is an entity over which the Company has control. Control is achieved when the Company has power over the investee, is exposed to, or has rights to, variable returns from its involvement with the investee, and has the ability to use its power to affect those returns. A subsidiary is consolidated from the date on which the Company obtains control. The Company reassesses whether it controls an investee if facts and circumstances indicate changes to one or more of the three elements of control listed above. All inter-company balances and transactions are eliminated upon consolidation. The results of subsidiary acquired are recorded in the consolidated statements of operations from the effective date of acquisition, as appropriate. All significant transactions and balances between the Company and its subsidiary have been eliminated. F- 7 AiRWA, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Note 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.) Use of estimates The preparation of these financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to long-lived assets and accounts receivable. The Company bases its estimates and assumptions on current facts, historical experience, and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. Foreign currency The Company’s reporting currency is the U.S. Dollar (“USD”). The functional currencies of its subsidiaries are their respective local currencies. The determination of the respective functional currency is based on the criteria set out by ASC 830, “Foreign Currency Matters”. Transactions denominated in currencies other than in the functional currency are translated into the functional currency using the exchange rates prevailing at the transaction dates. Monetary assets and liabilities denominated in foreign currencies are translated into functional currency using the applicable exchange rates at the balance sheet date. Non-monetary items that are measured in terms of historical cost in foreign currency are re-measured using the exchange rates at the dates of the initial transactions. Exchange gains or losses arising from foreign currency transactions are included in the consolidated statements of operations and comprehensive (loss) income. Cash and cash equivalents For financial accounting purposes, cash and cash equivalents are all considered to be highly liquid investments with a maturity of three months or less at the time of purchase. F- 8 AiRWA, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Note 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.) Accounts receivable Accounts receivable are recorded at the gross billing amount less an allowance for any uncollectible accounts due from customers. Accounts receivable do not bear interest. Since July 1, 2022, the Company early adopted Accounting Standards Update No. 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), using the modified retrospective transition method. ASU 2016-13 replaces the existing incurred loss impairment model with an expected loss methodology, resulting in more timely recognition of credit losses. Upon adoption, the Company changed its impairment model to utilize a forward-looking current expected credit loss (CECL) model in place of the incurred loss methodology for financial instruments measured at amortized cost and receivables resulting from the application of ASC 606, including contract assets. The adoption of this guidance had no impact on the allowance for credit losses for accounts receivable as of January 31, 2026. The Company maintains an allowance for credit losses, recorded as an offset to accounts receivable. Estimated credit losses charged to the allowance are classified as “General and administrative expenses” in the consolidated statements of operations and comprehensive income/(loss). The Company assesses collectability by reviewing accounts receivable aging schedules. In determining the allowance for credit losses, the Company considers historical collectability based on past due status, the age of the balances, current economic conditions, reasonable and supportable forecasts of future economic conditions, and other factors that may affect the ability to collect from customers. Delinquent account balances are written off against the allowance after management determines that collection is not probable. For the three-month and nine-month periods ended January 31, 2026 and 2025, the Company did not record any expected credit losses against accounts receivable. Deposits, Prepayments and Other Receivables Deposits, Prepayments and other receivables are mainly prepayments to vendors, prepaid expenses paid to service providers, advances to employees, and other deposits. Management regularly reviews the aging of such balances and changes in payment and realization trends and records allowances when management believes that the collection of amounts due is at risk. Accounts considered uncollectable are written off against allowances after exhaustive efforts at collection are made. As of January 31, 2026 and 2025, no allowance for credit losses provided against prepayments and other receivables was recorded. Property and Equipment, Net Property, plant and equipment are tangible assets which the Company holds for its own use and which are expected to be used for more than one year. An item of property, plant and equipment is recognized as an asset when it is probable that future economic benefits associated with the item will flow to the Company, and the cost of the item can be measured reliably. Property, plant and equipment are initially measured at cost. Cost includes all of the expenditures which are directly attributable to the acquisition or construction of the asset, including the capitalization of borrowing costs on qualifying assets and adjustments in respect of hedge accounting, where appropriate. F- 9 AiRWA, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Note 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.) Expenditures incurred subsequently for major services, additions to or replacements of parts of property and equipment are capitalized if it is probable that future economic benefits associated with the expenditure will flow to the Company and the cost can be measured reliably. Day-to-day servicing costs are expensed as incurred. Subsequent to initial recognition, property and equipment are measured at cost less accumulated depreciation and any accumulated impairment losses. Depreciation of an asset commences when the asset is available for use as intended by management. Depreciation is charged to write off the asset’s carrying amount over its estimated useful life to its estimated residual value, using a method that best reflects the pattern in which the asset’s economic benefits are consumed by the Group. Depreciation is not charged to an asset if its estimated residual value exceeds or is equal to its carrying amount. Depreciation of an asset ceases at the earlier of the date that the asset is classified as held for sale or derecognized. The estimated useful lives of property and equipment have been assessed as follows: SCHEDULE OF ESTIMATED USEFUL LIVES OF PROPERTY AND EQUIPMENT Category: Depreciation Method Useful Life Furniture and fixtures Straight line 5 years Machinery and equipment Straight line 5 years Computer hardware and software Straight line 10 years Acquisition These consolidated financial statements include the operations of acquired businesses from the date of the acquisitions. Business Combinations The Company accounts for business combinations using the acquisition method of accounting in accordance with U.S. GAAP. The cost of the business combination is measured as the aggregate of the fair values of assets given, liabilities incurred or assumed, and equity instruments issued. Costs directly attributable to the business combination are expensed as incurred, except the costs to issue debt which are amortized as part of the effective interest, and costs to issue equity which are included in shareholders’ equity. Any contingent consideration is included in the cost of the business combination at fair value as at the date of acquisition. Subsequent changes to the assets, liability or equity which arise as a result of the contingent consideration are not affected against goodwill unless they are valid measurement period adjustments. Otherwise, all subsequent changes to the fair value of contingent consideration that is deemed to be an asset or liability is recognized in consolidated statements of operations and comprehensive (loss)/income, in accordance with ASC 360. Contingent consideration that is classified as equity is not remeasured, and its subsequent settlement is accounted for within shareholders’ equity. The acquiree’s identifiable assets, liabilities and contingent liabilities which meet the recognition conditions of ASC 350, Intangibles — Goodwill and Other (“ASC 350”), are recognized at their fair values at acquisition date, except for non-current assets (or disposal groups) that are classified as held for sale in accordance with ASC 360-1-45, Long-Lived Assets Classified as Held for Sale or Gains or Losses in Continuing Operations , which are recognized at fair value less costs to sell. Contingent liabilities are only included in the identifiable liabilities of the acquiree where there is a present obligation at the acquisition date. On acquisition, the acquiree’s assets and liabilities are reassessed in terms of classification and are reclassified where the classification is inappropriate for the Company’s reporting purposes. This excludes lease agreements and insurance contracts whose classification remains as per their inception date. Non-controlling interests in the acquiree are measured on an acquisition-by-acquisition basis either at fair value or at the non-controlling interests’ proportionate share in the recognized amounts of the acquiree’s identifiable net assets. This treatment applies to non-controlling interests which are present ownership interests and entitle their holders to a proportionate share of the entity’s net assets in the event of liquidation. All other components of non-controlling interests are measured at their acquisition date fair values unless another measurement basis is required by U.S. GAAP. F- 10 AiRWA, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Note 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.) In cases where the Company held a non-controlling shareholding in the acquiree prior to obtaining control, that interest is measured to fair value as of the acquisition date. The measurement to fair value is included in profit or loss for the year. Where the existing shareholding was classified as an available-for-sale financial asset, the cumulative fair value adjustments recognized previously to other comprehensive income and accumulated in shareholders’ equity are recognized in profit or loss as a reclassification adjustment. Goodwill is determined as the consideration paid, plus the fair value of any shares held prior to obtaining control, plus non-controlling interest and less the fair value of the identifiable assets and liabilities of the acquiree. If, in the case of a bargain purchase, the result of this formula is negative, then the difference is recognized directly in profit or loss. Goodwill is not amortized but is tested on an annual basis for impairment. If goodwill is assessed to be impaired, that impairment is not subsequently reversed Intangible assets, net An intangible asset is recognized when it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the cost of the asset can be measured reliably. Intangible assets are initially recognized at cost, less any accumulated amortization and any impairment losses. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset are accounted for by changing the amortization period or method, as appropriate, and are treated as changes in accounting estimates. The useful life of intangible assets has been assessed as follows: SCHEDULE OF ESTIMATED USEFUL LIVES OF INTANGIBLE ASSETS Category Useful Life Property rights 5 years Software 5 years License 5 years Customer relationships 5 years IP 5 years Internally developed software costs are recognized as an intangible asset when: ● it is technologically feasible to complete the asset so that it will be available for use or sale; ● there is an intention to complete and use or sell it; ● there is an ability to use or sell it; ● it will generate probable future economic benefits; ● there are available technical, financial, and other resources to complete the development and to use or sell the asset; and ● the expenditure attributable to the asset during its development can be measured reliably. Amortization begins when development is complete and the asset is available for use. Development costs are amortized based on a useful life of five years . Acquired intangible assets and development costs In connection with an acquisition, the Company recognizes identifiable intangible assets acquired at their estimated fair values as of the acquisition date. Where the acquired business historically has capitalized certain internally developed software costs as “development costs,” the Company, in accordance with purchase accounting, records acquired software-related intangible assets (commonly referred to as developed technology) at fair value as of the acquisition date. The preliminary amount presented above reflects information available at the acquisition date and will be updated when the valuation is finalized. Finite-lived intangible assets are amortized on a straight-line basis over their estimated useful lives, which are reviewed periodically. In connection with the Aberfeldy acquisition, the Company recognized identifiable intangible assets, such as customer relationships and intellectual property (including developed technology related to the acquired software platform), at their estimated acquisition-date fair values. These finite-lived intangible assets will be amortized over their estimated useful lives on a straight-line basis. Because the acquisition occurred on January 30, 2026, amortization expense related to acquired intangible assets was immaterial for the period presented and will commence in the subsequent quarter. Acquisition-related costs Acquisition-related costs, such as legal, accounting, valuation, and other professional fees, are expensed as incurred and are not included in consideration transferred. Impairment of long-lived assets Long-lived assets are evaluated for impairment whenever events or changes in circumstances (such as a significant adverse change to market conditions that will impact the future use of the assets) indicate that the carrying value may not be fully recoverable or that the useful life is shorter than the Company had originally estimated. When these events occur, the Company evaluates the impairment by comparing the carrying value of the assets to an estimate of future undiscounted cash flows expected to be generated from the use of the assets and their eventual disposition. If the sum of the expected future undiscounted cash flows is less than the carrying value of the assets, the Company recognizes an impairment loss based on the excess of the carrying value of the assets over the fair value of the assets. Impairment charge recognized for the three-month and nine-month periods ended January 31, 2026 and 2025 was nil . F- 11 AiRWA, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Note 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.) Related parties and related-party transactions Related parties, which can be a corporation or individual, are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Companies are also considered to be related if they are subject to common control or common significant influence, such as a family member or relative, shareholder, or a related corporation. Transactions involving related parties cannot be presumed to be carried out on an arm’s-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related-party transactions were consummated on terms equivalent to those that prevail in arm’s-length transactions unless such representations can be substantiated. It is not, however, practical to determine the fair value of amounts due to or from related parties due to their related-party nature. Accounts payable Accounts payable consist of amounts owed to suppliers, vendors, and service providers for goods and services received in the ordinary course of business. Such amounts are recorded at invoice value, or at management’s estimate of amounts due when invoices have not yet been received, and are classified as current liabilities. Due to the short-term nature of these obligations, the carrying value of accounts payable approximates their fair value. Accrued Expenses Accrued expenses consist of liabilities for goods and services that have been received or provided but not yet paid as of the balance sheet date, including payroll and related expenses, interest, professional fees, and other operating costs. Accruals are based on management’s best estimates and are adjusted to actual amounts when the obligations are invoiced or settled. Fair value of financial instruments Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be either recorded or disclosed at fair value, the Company considers the principal or most advantageous market in which it would transact, and it also considers assumptions that market participants would use when pricing the asset or liability. Accounting guidance establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Accounting guidance establishes three levels of inputs that may be used to measure fair value: Level 1 — Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 — Other inputs that are directly or indirectly observable in the marketplace. Level 3 — Unobservable inputs which are supported by little or no market activity. ASC 820 describes three main approaches to measuring the fair value of assets and liabilities: Market Approach — Uses prices and other relevant information generated from market transactions involving identical or comparable assets or liabilities. Income Approach — Uses valuation techniques to convert future amounts to a single present value, based on current market expectations about those future amounts. Cost Approach — Based on the amount that would currently be required to replace an asset. The Company’s financial instruments consist of cash and cash equivalents, accounts receivable, investments, deposits, amounts due from or to related parties, other receivables accounts payable, accrued expenses, and other payables. The carrying amounts of these financial instruments approximates their fair value due to their short-term maturity. As discussed in Note 8, the Company holds a Level 1 investment in a Hong Kong company that has a quoted market price. The contributor of this investment has provided a downside guarantee to ensure a minimum value, so the asset is carried at a consistent value during periods in which the per-share price of the investment is below the originally contributed amount. F- 12 AiRWA, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Note 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.) Revenue recognition Revenue represents the amount of consideration the Company is entitled to upon the transfer of promised goods or services in the ordinary course of the Company’s activities and is recorded net of VAT. The Company adopts the five steps for the revenue recognition: (i) identify the contracts with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract and (v) recognize revenue when (or as) the entity satisfies a performance obligation. Consistent with the criteria of ASC 606, Revenue from Contracts with Customers, the Company recognizes revenue when performance obligations are satisfied by transferring control of a promised good or service to a customer. For performance obligations that are satisfied at a point in time, the Company also considers the following indicators to assess whether control of a promised good or service is transferred to the customer: (i) right to payment, (ii) legal title, (iii) physical possession, (iv) significant risks and rewards of ownership and (v) acceptance of the good or service. Royalty income In the case of royalty income, the Company recognizes revenue in an amount that reflects the consideration to which it expects to be entitled for its products and services. Accounts receivable are recorded when the right to consideration becomes unconditional. The Company’s terms and conditions vary by customer and typically provide net 90-day terms. The Company receives royalty income in the form of license fees from customers for the use of the Company’s technology rights by the customers. Royalty income is recognized over time when the Company’s technology rights are used by the customers in accordance with the terms and conditions of the relevant license agreement. Revenue is recognized by the Company not only when invoices have been signed and confirmed by customers but also at the end of each year over the term of the relevant license agreements as the service is provided to the customers. Advertising revenue The Company also provides digital marketing solution services related to performance advertising across diversified advertising channels (e.g., Google, Meta, etc.). Services typically include: (i) marketing strategy and planning; (ii) platform account setup and media placement; (iii) production of advertising creative (including video and other content); and (iv) ongoing campaign monitoring, analytics, optimization, and reporting. Revenue from the Company’s performance advertising services is recognized over time because customers simultaneously receive and consume the benefits of the Company’s performance as the Company performs the services. AI Revenue: The Company derives revenue from customized AI agent project services, tool licensing subscriptions, and data value-added operations. The Company recognizes such revenue in accordance with ASC 606 in an amount that reflects the consideration the Company expects to receive when control of the promised goods or services is transferred to customers. Revenue from customized AI agent project services and data value-added operations is generally recognized over time as services are performed, using either the right-to-invoice practical expedient for contracts billed based on services provided or an input method based on labor hours or costs incurred for fixed-fee arrangements. Revenue from tool licensing subscriptions is recognized ratably over the subscription term as customers receive continuous access to the Company’s tools, updates, and support services. Amounts billed in advance are recorded as contract liabilities. Cost of revenue The Company’s cost of revenue consists primarily of amortization charges of intangible assets, in particular, technology rights, which are directly attributable to the revenue. For advertising revenue, cost of revenues consists primarily of (i) media placement and platform consumption costs incurred to obtain advertising inventory and related platform services from third-party digital advertising platforms, and (ii) fees paid to third-party cooperating platforms and service providers used to deliver, operate, measure, and optimize customer advertising campaigns (for example, ad networks, demand-side platforms, data or measurement providers, tracking and verification services, and other campaign execution tools). The Company generally invoices customers for media and service fees in connection with performance advertising arrangements.. General and administrative expenses General and administrative expenses primarily consist of salaries and benefits for employees involved in general corporate functions, professional fees for external legal, accounting and other consulting services, travelling expenses and other general office and administrative expenses. F- 13 AiRWA, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Note 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.) Income taxes The Company has adopted ASC 740, Income Taxes, which requires the use of the asset and liability method of accounting for income taxes. Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Prior to the acquisition by YYAI, YYEM was a limited liability company. As a limited liability company, the Company’s taxable income or loss is allocated to members in accordance with their respective percentage ownership. Therefore, no provision or liability for federal income taxes has been included in the financial statements. In the event of an examination of the Company’s tax return, the tax liability of the members could be changed if an adjustment in the Company’s income is ultimately sustained by the taxing authorities. Commitments and contingencies The Company accrues costs associated with legal actions when such costs become probable and the amounts can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred. For the nine months ended January 31, 2026 and 2025, the Company did not have any material legal claims or litigation that, individually or in the aggregate, could have a material adverse impact on the Company’s financial position, results of operations, or cash flows. Earnings Per Share Basic earnings per share are calculated by dividing income available to shareholders by the weighted-average number of common shares outstanding during each period. Diluted earnings per share are computed using the weighted average number of common and dilutive common share equivalents outstanding during the period. All common stock equivalents such as shares to be issued for the conversion of warrants were excluded from the calculation of diluted earnings per share as the effect is antidilutive. F- 14 AiRWA, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Note 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.) Basic net income per share is computed by dividing net income attributable to ordinary shareholders, after considering accretions to redemption value and deemed dividends on preferred shares, by the weighted average number of ordinary shares outstanding during the year using the two-class method. Under the two-class method, net income is allocated between ordinary shares and other participating securities based on their respective participating rights. The Company’s preferred shares are considered participating securities because they participate in undistributed earnings on an as-if-converted basis. The preferred shares have no contractual obligation to fund or otherwise absorb the Company’s losses. Accordingly, any undistributed net income is allocated on a pro rata basis to ordinary and preferred shares, whereas any undistributed net loss is allocated to ordinary shares only. Diluted net income per share is calculated by dividing net income attributable to ordinary shareholders, as adjusted for the accretion and allocation of net income related to preferred shares, if any, by the weighted average number of ordinary and dilutive ordinary equivalent shares outstanding during the period. Ordinary equivalent shares consist of shares issuable upon the conversion of preferred shares and convertible loans using the if-converted method, and ordinary shares issuable upon the vesting of restricted shares or exercise of outstanding share options, using the treasury stock method based on the most advantageous conversion rate or exercise price from the standpoint of the security holder. Ordinary equivalent shares are excluded from the denominator of the diluted earnings per share calculation when their inclusion would be anti-dilutive. Comprehensive income The Company applies ASC 220, Comprehensive Income, with respect to reporting and presentation of comprehensive income and its components in a full set of financial statements. Comprehensive income is defined to include all changes in equity of the Company during a period arising from transactions and other event and circumstances except those resulting from investments by shareholders and distributions to shareholders. Segment reporting An operating segment is a component of the Company that engages in business activities from which it may earn revenue and incur expenses and is identified on the basis of the internal financial reports that are provided to and regularly reviewed by the Company’s chief operating decision maker in order to allocate resources and assess performance of the segment. In accordance with ASC 280, Segment Reporting, operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker (the “CODM”) in deciding how to allocate resources and in assessing performance. The Company’s revenue segments have similar economic characteristics, and they are managed as a single business unit. The Company uses the “management approach” in determining reportable operating segments. The management approach considers the internal organization and reporting used by the Company’s CODM for making operating decisions and assessing performance as the source for determining the Company’s reportable segments. The Company’s CODM reviews consolidated results when making decisions about allocating resources and assessing performance of the Company. The Company has determined that there is only one reportable operating segment. Products and Services Revenue from external customers by major product and service category for the nine months ended January 31, 2026 was as follows: SCHEDULE OF REVENUE FROM EXTERNAL CUSTOMERS BY MAJOR PRODUCT AND SERVICE Product and service category Revenue (USD) % Royalty income 7,250,000 55.9 % Advertising income 5,723,064 44.1 % Total revenue 12,973,064 100.0 % Geographic Areas Revenue from external customers by geographic area for the nine months ended January 31, 2026 was as follows: SCHEDULE OF REVENUE FROM EXTERNAL CUSTOMERS BY GEOGRAPHIC AREA Geographic area Revenue (USD) % Hong Kong 3,750,000 29 % United Kingdom 1,500,000 12 % United States 2,000,000 15 % Singapore 5,723,064 44 % Total 12,973,064 100 % Major Customers SCHEDULE OF MAJOR CUSTOMERS Major Customers Revenue (USD) % A 3,750,000 29 % B 1,500,000 12 % C 2,000,000 15 % D 2,468,191 19 % E 3,254,873 25 % Total 12,973,064 100 % Recent accounting pronouncements The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows, or disclosures. F- 15 AiRWA, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Note 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.) In November 2024, the Financial Accounting Standards Board (the “FASB”) issued ASU 2024-03, “Reporting Comprehensive Income — Expense Disaggregation Disclosures,” which focuses on improving the disclosures about a public business entity’s expenses and addresses requests from investors for more detailed information about the types of expenses (including purchases of inventory, employee compensation, depreciation, amortization, and depletion) in commonly presented expense captions (such as cost of sales, SG&A, and research and development). ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026 and for interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact of adopting the standard and does not expect that the adoption of this guidance will have a material impact on its financial position, results of operations, or cash flows. In November 2024, the FASB issued ASU 2024-04, Debt — Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments . The amendments provide guidance on accounting for induced conversions of convertible debt instruments. The amendments are effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. Early adoption is permitted for entities that have adopted the amendments in ASU 2020-06. The Company is currently evaluating the impact of this amendment and does not expect that the adoption of this guidance will have a material impact on its financial position, results of operations, or cash flows. In January 2025, the FASB issued ASU 2025-01, Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures . The amendment in ASU 2025-01 amends the effective date of ASC 2024-03 to clarify that all public business entities are required to adopt the guidance in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact of this amendment and does not expect that the adoption of this guidance will have a material impact on its financial position, results of operations and cash flows. In March 2025, the FASB issued ASU 2025-02, Liabilities (Topic 405): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 122 . The amendments are effective immediately and must be applied on a fully retrospective basis to annual periods beginning after December 15, 2024. The Company does not expect that the adoption of this guidance will have a material impact on its financial position, results of operations, or cash flows. In May 2025, the FASB issued ASU 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity . The amendments provide guidance on identifying the accounting acquirer in transactions involving a variable interest entity. The amendments are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual periods. Early adoption is permitted as of the beginning of an interim or annual reporting period. The Company is currently evaluating the impact of this amendment and does not expect that the adoption of this guidance will have a material impact on its financial position, results of operations, or cash flows. In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets . The amendments provide a practical expedient and, if applicable, an accounting policy election to simplify the measurement of credit losses for certain receivables and contract assets. The amendments are effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. Early adoption is permitted in any interim or annual period in which financial statements have not yet been issued or made available for issuance. The Company is currently evaluating the impact of this amendment and does not expect that the adoption of this guidance will have a material impact on its financial position, results of operations, or cash flows. In September 2025, the FASB issued ASU 2025-06, Intangibles — Goodwill and Other (Topic 350): Internal-Use Software . The standard simplifies the accounting for internal-use software costs and is effective for fiscal years beginning after December 15, 2026. The Company does not expect adoption of this standard to have a material impact on its financial statements. In December 2025, FASB issued Accounting Standards Update (“ASU”) 2025-11, Interim Reporting (Topic 270): Improvements to Interim Disclosure Requirements . The standard clarifies disclosure requirements for interim financial statements and is effective for interim periods beginning after December 15, 2026. Early adoption is permitted. The Company is currently evaluating the impact of this guidance on its condensed consolidated financial statements. F- 16 AiRWA, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Note 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.) The Company does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures. Note 3: CONCENTRATIONS OF RISK Concentration of customer risk The following table sets forth a summary of single customers who represent 10% or more of the Company’s total accounts receivable: SCHEDULE OF CONCENTRATIONS OF CREDIT RISK As of January 31, 2026 As of April 30, 2025 Customer A 49 % 44 % Customer D 19 % 26 % Customer E 15 % 30 % Concentration of customer risk 15 % 30 % Concentration of credit risk The Company is exposed to credit risk primarily through its cash and cash equivalents, accounts receivable, and revenue concentration. As of January 31, 2026 and April 30, 2025, the Company held cash and cash equivalents of $ 35,711,613 and $ 54,744 , respectively, substantially all of which were maintained with major financial institutions that management believes to have high credit quality. Accounts receivable totaled $ 16,252,613 and $ 15,388,701 as of January 31, 2026 and April 30, 2025, respectively, and are derived from customer transactions. The Company’s accounts receivable and revenue are concentrated among three major customers, which together accounted for approximately 83 % and 100 % of total accounts receivable and 100 % and 100 % total revenue for the nine-month periods ended January 31, 2026 and 2025 respectively. The Company monitors the creditworthiness of these customers on an ongoing basis and establishes allowances for expected credit losses when necessary. F- 17 AiRWA, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Note 4: ACCOUNTS RECEIVABLE Accounts receivable consisted of the following: SCHEDULE OF ACCOUNTS RECEIVABLE As of As of January 31, 2026 April 30, 2025 Accounts receivable $ 16,252,613 $ 15,388,701 As of January 31, 2026 and April 30, 2025, all accounts receivable were due from third-party customers. The provisions for credit losses were nil as of January 31, 2026 and April 30, 2025. Note 5 : DEPOSITS As of January 31, 2026, the Company had deposits totaling $ 4,104,162 consisting primarily of refundable advance payments made to marketing and advertising service providers, as well as a refundable advance payment made to a technology development vendor in Malaysia. These deposits related to ongoing operations and business expansion activities and would be applied against future services or refunded in accordance with the terms of the related agreements. As of March 16, 2026, $ 4,000,000 of such deposits had been refunded to the Company, and the remaining $ 104,162 is expected to be refunded in April 2026. Note 6 : PREPAYMENTS As of January 31, 2026, the Company had prepayments totaling $ 259,018 including advance payments for services and rental prepayments under existing lease agreements. These amounts will be recognized as expenses over the applicable periods. SCHEDULE OF PREPAYMENTS As of As of January 31, 2026 April 30, 2025 Prepaid rental 259,018 - Total Prepayments 259,018 - Note 7 : OTHER RECEIVABLES As of January 31, 2026, the Company had $ 1,460,150 of other receivables, primarily consisting of amounts due from another company for payments made on such company’s behalf. Such receivables are non-interest-bearing and are not loan receivables. The Company expects to collect the outstanding balance in April 2026. SCHEDULE OF OTHER RECEIVABLES As of January 31, 2026, As of April 30, 2025 A mount due from third party $ 1,460,150 $ 2,662,718 Loan interest receivable - 79,611 Total $ 1,460,150 $ 2,742,329 F- 18 AiRWA, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Note 8 : INVESTMENT This represents a quoted investment in Brightstar Technology Group Co., Ltd. as of January 31, 2026, a company listed on the Hong Kong Stock Exchange. The contributor of this investment has provided a downside guarantee to ensure a minimum value. The investment’s fair value is assessed annually, with gains or losses recognized in the financial statements. Losses are recorded under “Financial assets at fair value through profit or loss”. Where the fair value falls below the guaranteed amount, the shortfall is compensated by the director under the guarantee arrangement, and the compensation is recognized as “Shares guarantee income”. Note 9: DEVELOPMENT COSTS Development costs represent capitalized costs related to the development of the Company’s AI-enabled software solutions, including AI & International Trade, AI & Finance, AI & Customer Service, AI & Digital Employee, AI & Smart Education, and AI & Intelligent Medicine. SCHEDULE OF DEVELOPMENT COSTS As of January 31, 2026 April 30, 2025 AI & International Trade $ 1,919,483 $ - AI & Finance 4,365,964 - AI & Customer Service 324,730 - AI & Digital Employee 423,800 - AI & Smart Education 4,694,822 - AI & Intelligent Medicine 2,030,937 - Less: Accumulated Amortization 9,402,486 - Development costs, net $ 4,357,250 $ - There was no amortization expense for the nine months ended January 31, 2026 and 2025, as the Aberfeldy acquisition took place just one day before the end of the quarter. A mortization expense for the three-month period ended January 31, 2026 and 2025 was also nil . The Company evaluates capitalized development costs for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If impairment indicators exist, the Company measures and recognizes an impairment loss to the extent the carrying amount exceeds the asset’s fair value. Note 10: INTANGIBLE ASSETS, NET Technology rights are stated at cost less accumulated amortization and impairment losses. Amortization is calculated on a straight-line basis over such technology rights’ estimated useful lives of five years . SCHEDULE OF ACQUISITION AND AMORTIZATION OF INTANGIBLE ASSETS Schedule of Acquisition of Intangible Asset – Technology Right Date Note Amount 02/01/2022 Hey Yuan metaverse Marriage and Love social platform $ 384,515 02/01/2023 Shangou secure shopping 1,200,000 02/01/2023 Xinjudi creative base system 1,300,100 01/31/2024 Safe transaction method of payment with QR code 1,500,000 01/31/2024 Multifunctional network information security server 1,500,000 01/31/2024 Internet of things trade follow up method 1,500,000 01/31/2024 Retail information management control 1,500,000 01/31/2024 Live scene video automatic production system 1,500,000 01/31/2024 Video chat method and other storage media 1,500,000 01/31/2024 Speech recognition and other methods 1,500,000 01/31/2024 Data processing method and other storage media 1,500,000 Total $ 14,884,615 F- 19 AiRWA, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Note 10: INTANGIBLE ASSETS, NET (cont.) Schedule of Amortization of Intangible Asset – Technology Right Date Note Amount 1/31/2026 Cost $ 14,884,615 1/31/2026 Accumulated amortization ( 6,607,672 ) Net value of Intangible Asset – Technology Right as of January 31, 2026 $ 8,276,943 Schedule of Amortization of Intangible Asset – Technology Right Date Note Amount 4/30/2025 Cost $ 14,884,615 4/30/2025 Accumulated amortization ( 4,374,980 ) Net value of Intangible Asset – Technology Right as of April 30, 2025 $ 10,509,635 Amortization expense for the nine-month periods ended January 31, 2026 and 2025 was approximately $ 2,232,693 and $ 2,232,693 respectively. Amortization expense for the three-month periods ended January 31, 2026 and 2025 was approximately $ 744,230 for both. These amounts are included in cost of revenue in the consolidated statements of operations and comprehensive (loss)/income. Note 11: PROPERTY AND EQUIPMENT, NET Property and equipment, net, consist of the following: SCHEDULE OF PROPERTY AND EQUIPMENT, NET As of January 31, 2026 April 30, 2025 Office Equipment $ 2,725,735 $ - Less: accumulated depreciation 654,771 - Property and Equipment, net $ 2,070,964 $ - No depreciation expense was recorded for the nine-month periods ended January 31, 2026 and 2025, as the Aberfeldy acquisition took place just one day before the end of the quarter. Depreciation expense was also nil for the three-month periods ended January 31, 2026 and 2025. Note 12: BUSINESS COMBINATIONS — ADDITIONAL DETAILS REGARDING ACQUIRED INTANGIBLE ASSETS Goodwill is allocated to the Company’s cash-generating units. The recoverable amounts of these cash- generating units have been determined based on value-in-use calculations. Other assumptions included in value-in-use calculations are closely linked to entity-specific key performance indicators In connection with the acquisition of Aberfeldy Holdings Limited and its subsidiary, the Company recognized goodwill of $ 21,514,838 , representing the excess of the consideration transferred over the estimated fair value of net identifiable assets acquired and liabilities assumed. This goodwill is primarily attributable to expected synergies from combining operations, anticipated future growth opportunities, and the assembled workforce and other benefits that do not qualify for separate recognition as identifiable intangible assets. In connection with the acquisition, the Company recognized identifiable intangible assets at their estimated acquisition-date fair values, including: ● Customer relationships: $ 54,303,275 ● Intellectual property (IP): $ 47,361,629 (primarily acquired developed technology/software and other acquired IP rights) F- 20 AiRWA, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Note 12: BUSINESS COMBINATIONS — ADDITIONAL DETAILS REGARDING ACQUIRED INTANGIBLE ASSETS (cont.) These intangible assets are finite-lived and are amortized on a straight-line basis over their estimated useful lives, which are reviewed periodically. Because the acquisition occurred on January 30, 2026, amortization expense related to acquired intangible assets was immaterial for the period presented and will commence in the subsequent quarter. SCHEDULE OF AMORTIZATION EXPENSE RELATED TO ACQUIRED INTANGIBLE ASSETS As of January 31, 2026 April 30, 2025 Goodwill $ 21,514,838 $ - Customer relationships 54,303,275 - Intellectual property 47,361,629 - Total goodwill and other intangible assets $ 123,179,742 $ - Note 13 : REVENUE — SEGMENT REPORTING BY GEOGRAPHIC REGION The following shows the Company’s revenue segmented by geographic region for the nine-month periods and three-month periods ended January 31, 2026 and 2025. SCHEDULE OF REVENUE SEGMENT REPORTING BY GEOGRAPHIC REGION Location For the nine months ended January 31, 2026 For the nine months ended January 31, 2025 For the three months ended January 31, 2026 For the three months ended January 31, 2025 Hong Kong $ 3,750,000 $ 4,090,909 1,250,000 1,363,636 Singapore 5,723,064 - 5,723,064 - United Kingdom 1,500,000 2,454,545 - 1,090,909 United States of America 2,000,000 3,272,727 - 818,182 Total $ 12,973,064 $ 9,818,181 6,973,064 3,272,727 SCHEDULE OF REVENUE BY STREAM Revenue Stream For the nine months ended January 31, 2026 For the nine months ended January 31, 2025 For the three months ended January 31, 2026 For the three months ended January 31, 2025 Royalty Income $ 7,250,000 $ 9,818,181 1,250,000 3,272,727 Advertising 5,723,064 - 5,723,064 - Total $ 12,973,064 $ 9,818,181 6,973,064 3,272,727 F- 21 AiRWA, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Note 14: AMOUNT DUE FROM RELATED PARTY Nature of relationships with related party SCHEDULE OF RELATED PARTY TRANSACTIONS Name Relationship with the Company Hongyu Zhou Shareholder and director of the Company Transaction with related party Name As of January 31, 2026 As of April 30, 2025 Amount due from related party Hongyu Zhou 2,906,193 2,827,528 Amount due to related party Hongyu Zhou 784,091 775,406 The balances of $ 2,906,193 and $ 2,827,528 as of January 31, 2026 and April 30, 2025, respectively, represent amounts receivable from a director under the downside guarantee arrangement relating to the Company’s investment in Brightstar Technology Group Co., Ltd. Under the guarantee arrangement, the director is obligated to compensate the Company for any decline in the investment’s fair value below the guaranteed amount. Such compensation is recognized as Shares guarantee income in the statement of profit or loss. Management expects this receivable to be fully settled in the normal course of business. The balances of $ 784,091 and $ 775,406 as of January 31, 2026 and April 30, 2025, respectively, represent amounts payable to a director for expenses paid on behalf of the Company. F- 22 AiRWA, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Note 15: ACCOUNTS PAYABLE The Company’s accounts payable balances were as follows: SCHEDULE OF ACCOUNTS PAYABLE As of As of January 31, 2026 April 30, 2025 Accounts payable $ 4,002,443 $ - As of January 31, 2026 and April 30, 2025, all accounts payable were due to third-party suppliers. Note 16: ACCRUED EXPENSES The following is a summary of accrued expenses as of January 31, 2026 and April 30, 2025, respectively. SCHEDULE OF ACCRUED EXPENSES As of January 31, 2026 As of April 30, 2025 Accrued salaries and benefits – management 1,033,402 477,500 Accrued signing bonus 300,000 300,000 Accrued success fee 1,000,000 1,000,000 Amount due from bank - 2,488 Accrued directors’ fees 180,000 150,000 Accrued professional fees 481,776 498,143 Total $ 2,995,178 $ 2,428,131 Note 17: SHAREHOLDERS’ EQUITY The Company has 1,000,000,000 shares of common stock authorized, with a par value of $ 0.001 per share. As of January 31, 2026 and April 30, 2025, the Company had 42,142,432 and 291,261 shares of common stock issued and outstanding, respectively (on a split-adjusted basis). F- 23 AiRWA, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Note 17: SHAREHOLDERS’ EQUITY (cont.) For the period from May 1, 2024 through July 31, 2024, the Company issued 16,613 shares of common stock to true-up shares related to the February 22, 2022 acquisition of PlaySight Interactive Ltd., for services rendered, for the exercise of warrants, and to round up fractional shares as part of a 1-for-20 reverse stock split. For the period from August 1, 2024 through October 31, 2024, the Company issued 75,527 shares of common stock for the exercise of warrants. For the period from November 1, 2024 through July 31, 2025, the Company issued 162,552 shares of common stock to complete the acquisition of YYEM. On August 19, 2025, in connection with a private placement entered into on June 30, 2025, the Company issued 400,000 shares of common stock (together with five-year warrants to purchase 800,000 shares of common stock at an exercise price of $ 44.50 ). At $ 11.50 per unit (each consisting of a share and two warrants), the private placement raised $ 4,600,000 for the Company. For the period from August 1, 2025 through October 31, 2025, apart from the private placement, the Company issued 39,268 shares to round up fractional shares as part of a reverse stock split of the Company’s common stock at a ratio of 1-for-50 , which became effective on October 27, 2025. In this period, the Company also sold 18,290,063 shares in “at the market offerings,” generating net proceeds of $ 168,576,574 . All share figures in these financial statements and notes are adjusted to reflect this reverse stock split. For the period from November 1, 2025 through January 31, 2026, the Company sold 3,516,625 shares in at-the-market offerings, generating net proceeds of $ 3,977,941 . In December 2025, the Company sold 15,382,378 shares in a direct offering, generating net proceeds of $ 14,773,528 . And in January 2026, the Company allotted 4,215,000 shares to Mr. Zhou, generating net proceeds of $ 5,774,550 . Note 18: COMMITMENTS AND CONTINGENCIES The Company was not subject to any legal proceedings during the nine months ended January 31, 2026, and there are currently no legal proceedings, to which it is a party, which could have a material adverse impact on its financial position, results of operations, or liquidity. F- 24