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OFA Group

For the period ended Sep 25, 2026. Filed Sep 25, 2026.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Sep 25, 2026 · Filed Sep 25, 2026

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OFAL$0.23-2.0%Stored close · as of Nov 6, 2026
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PROPOSAL 2: AUDITOR RATIFICATION PROPOSAL

Introduction

At the Annual Meeting, our shareholders will be asked to ratify the appointment of M&K to serve as our independent registered public accounting firm. The Board, through the Audit Committee, is directly responsible for appointing the Company’s independent registered public accounting firm. The Board is not bound by the outcome of this vote but will consider these voting results when selecting the Company’s independent registered public accounting firm for fiscal year 2027. A representative of M&K is not expected to be present at the Annual Meeting.

Fees

The following table sets forth the fees billed by our independent accountants, M&K for the years ended March 31, 2026 and 2025.

Year Ended March 31,
2026 · 2025
Audit fees$74,100$49,500
Audit-related fees$-$-
Tax fees$-$-
All other fees$-$-

Audit Fees

Audit fees consist of fees for professional services rendered for the audit of our year-end financial statements and services that are normally provided by M&K in connection with regulatory filings. The aggregate fees of M&K for professional services rendered for the audit of our annual financial statements, review of the financial information include in our filings with the SEC for the years ended March 31, 2026 and 2025 totaled approximately $74,100 and $49,500, respectively. The above amounts include interim procedures and audit fees, as well as attendance at audit committee meetings.

Audit-Related Fees

Audit-related fees consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our financial statements and are not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards. We did not pay M&K any audit-related fees for the years ended March 31, 2026 and 2025, respectively.

Tax Fees

We did not pay M&K for tax services, planning or advice for the years ended March 31, 2026 and 2025.

All Other Fees

We did not pay M&K for any other services for the years ended March 31, 2026 and 2025.

Procedures For Board’s Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditor

Our audit committee was formed upon the consummation of our IPO. As a result, the audit committee did not pre-approve all of the foregoing services, although any services rendered prior to the formation of our audit committee were approved by our Board. Since the formation of our audit committee, and on a going-forward basis, the audit committee has and will pre-approve all auditing services and permitted non-audit services to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the audit committee prior to the completion of the audit).

IT IS RESOLVED AS AN ORDINARY RESOLUTION THAT the appointment of M&K CPAS, PLLC as the independent registered public accounting firm of the Company for the fiscal year ending March 31, 2027, be approved and ratified.

Approval of the Auditor Ratification Proposal requires the affirmative vote of the holders of a simple majority of the votes cast by the shareholders who, being present in person or by proxy and entitled to vote at the Annual Meeting, vote at the Annual Meeting. Abstentions and Broker Non-Votes, while considered present for the purposes of establishing a quorum, will have no effect on the outcome of this proposal.

THE BOARD RECOMMENDS A VOTE “FOR” THE AUDITOR RATIFICATION PROPOSAL.

AUDIT COMMITTEE REPORT

The Audit Committee operates pursuant to a charter which is reviewed annually by the audit committee. Additionally, a brief description of the primary responsibilities of the audit committee is included in this Proxy Statement under the discussion of “Management — Board Practices — Audit Committee.” Under the Audit Committee’s charter, management is responsible for the preparation, presentation and integrity of the Company’s financial statements, the application of accounting and financial reporting principles and our internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. The independent registered public accounting firm is responsible for auditing our financial statements and expressing an opinion as to their conformity with accounting principles generally accepted in the United States.

In the performance of its oversight function, the Audit Committee reviewed and discussed with management and M&K CPAS, PLLC, as the Company’s independent registered public accounting firm, the Company’s audited financial statements for the fiscal year ended March 31, 2026. The Audit Committee also discussed with the Company’s independent registered public accounting firm the matters required to be discussed by applicable standards of the Public Company Accounting Oversight Board (the “PCAOB”) and the SEC. In addition, the Audit Committee received and reviewed the written disclosures and the letters from the Company’s independent registered public accounting firm required by applicable requirements of the PCAOB regarding such independent registered public accounting firm’s communications with the Audit Committee concerning independence, and discussed with the Company’s independent registered public accounting firm their independence from the Company.

Based upon the review and discussions described in the preceding paragraph, the Audit Committee recommended to the Board that the Company’s audited financial statements be included in the Annual Report.

Submitted by the Audit Committee of the Board of Directors:

Andrew Scott (Chair) John Chiang Erwin Baquiran Pineda

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