UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the financial year ended AUGUST 31, ~~2024~~2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to ___________

COMMISSION FILE NO. 333-228161

EvoAir Holdings Inc.

(Exact name of registrant as specified in its charter)

Nevada	98-1353613	8713
(State or Other Jurisdiction of	IRS Employer	Primary Standard Industrial
Incorporation or Organization)	Identification Number	Classification Code Number

EvoAir Holdings Inc.
31-A2, Jalan 5/32A
6 ½ Miles, Off Jalan Kepong
52000 Kuala Lumpur, Malaysia
Tel. +603 6243 3379

(Address and telephone number of registrant’s executive office)

Copies to:
Lawrence Venick, Esq.
Loeb & Loeb LLP
2206-19 Jardine House
1 Connaught Place, Central
Hong Kong SAR
Tel: +852.3923.1111
Fax: +852.3923.1100

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for shorter period that the registrant as required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Yes ☐ No ☒

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial standards provided pursuant to Section 13(a) of the Exchange Act. Yes ☐ No ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act) Yes ☐ No ☒

The registrant had 27,180,631 shares of our Common Stock par value, $0.001 issued and outstanding as of November 277, ~~2024~~2025.

The aggregate market value of the Company’s common stock held by non-affiliates of 1411,~~698~~234,~~737~~841 shares ~~(or 3,674,684 shares after being retroactively adjusted to give effect to the 1-for-4 reverse split effective on September 11, 2024 (the “Reverse Stock Split”))~~ computed by reference to the closing ~~bid~~ price of the Company’s, common stock of $523.~~51 (or $22.04 after being retroactively adjusted to give effect to the Reverse Stock Split)~~00, as of the last business day of the registrant’s most recently completed second fiscal quarter, was approximately $80258,~~990~~401,~~040.87 (or~~343 ~~$80,990,035.36 after being retroactively adjusted to give effect to the Reverse Stock Split)~~ on February 2928, ~~2024~~2025.

Table of Contents

	Part I
Item 1	Business	4
Item 1a	Risk Factors	18
Item 1b	Unresolved Staff Comments	27
Item 1c	Cybersecurity.	27
Item 2	Properties	27
Item 3	Legal Proceedings	27
Item 4	Mine Safety Disclosures	27
	Part II
Item 5	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	28
Item 6	Selected Financial Data	28
Item 7	Management’s Discussion and Analysis of Financial Condition and Results of Operations	28
Item 7a	Quantitative and Qualitative Disclosures About Market Risk	3235
Item 8	Financial Statements and Supplementary Data	3336
Item 9	Changes in And Disagreements with Accountants on Accounting and Financial Disclosure	5855
Item 9a	Controls and Procedures	5855
Item 9b	Other Information	5855
	Part III
Item 10	Directors, Executive Officers and Corporate Governance	5956
Item 11	Executive Compensation	6259
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	6360
Item 13	Certain Relationships and Related Transactions, And Director Independence	6461
Item 14	Principal Accountant Fees and Services	6562
	Part IV
Item 15	Exhibits and Financial Statement Schedules	6562

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FORWARD-LOOKING STATEMENTS

This Annual Report contains forward-looking statements. These statements relate to future events or our future financial performance. These statements often can be identified by the use of terms such as “may,” “will,” “expect,” “believe,” “anticipate,” “estimate,” “approximate” or “continue,” or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management’s best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.

As used in this Annual Report, the terms “we”, “us”, “our”, “Company” or “EVOH”, mean EvoAir Holdings Inc., unless otherwise indicated.

As used in this Annual Report, the term “Group”, “EvoAir Group” means EvoAir Holdings Inc. and its subsidiaries, unless otherwise indicated.

All dollar amounts refer to US dollars unless otherwise indicated.

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PART I

ITEM 1

BUSINESS

Organization and Business Background

EvoAir Holdings Inc. (formerly Unex Holdings Inc.) (the “Company”, “EVOH”, “we”, “us”, or “our”) is a corporation established under the corporation laws in the State of Nevada, United States of America (“U.S”) on February 17, 2017. The Company has adopted an August 31 fiscal year end.

On December 20, 2021, the Company and Low Wai Koon (“Dr. Low”) entered into a share transfer agreement, (the “EvoAir International Share Transfer Agreement”), pursuant to which Dr. Low agreed to sell all of his ordinary shares of EvoAir International Limited (“EvoAir International”) to the Company for a consideration of US$100 (“EvoAir Transaction”). EvoAir International, through its subsidiaries upon completion of the Transactions (defined hereunder), is engaged in the research and development (“R&D”), manufacturing, trading, sale of ~~heating,~~eco-friendly ~~ventilation and air conditioning (“~~HVAC”) products and related services in Asia.

Pursuant to the terms of a share transfer agreement dated December 20, 2021, Dr. Low, the then sole executive officer and director of the Company and the owner of 2,000,000 restricted shares of common stock, with par value of $0.001 per share (“Common Stock”) of the Company (“EvoAir Shares”) representing approximately 67.34% of the Company’s then issued and outstanding shares, sold his entire shareholding of the Company to WKL Global Limited (“WKL Global”) for an aggregate consideration of $100 (“Change of Control Transaction”). Upon completion of the Change of Control Transaction, WKL Global owned 2,000,000 shares, or approximately 67.34% of the then issued and outstanding ordinary shares of the Company, which resulted in a change of control of the Company.

On December 20, 2021, several transactions took place (together, the “Allotment Transactions”) whereby the Company issued and allotted in aggregate 98,809,323 ~~ordinary~~EvoAir ~~shares~~Shares ~~of Common Stock~~ to certain parties. On completion of the Allotment Transactions, the total number of issued and outstanding ~~shares~~EvoAir ofShares ~~Common Stock of the Company~~ were 101,779,323 (“Then Enlarged Share Capital”):

(C) On December 20, 2021, Tan Soon Hock, ~~Ivan~~ Oh Ivan Joon Wern and certain relevant interest holders (“Relevant Interest Holders”) entered into an investment exchange agreement with WKL Eco Earth Holdings, pursuant to which Tan Soon Hock, ~~Ivan~~ Oh Ivan Joon Wern and the Relevant Interest Holders agreed to sell all relevant interests in the EvoAir ~~International and its subsidiaries~~Group to WKL Eco Earth Holdings in consideration for the allotment and issuance of 7,037,762 EvoAir Shares, 2,520,000 EvoAir Shares and in aggregate 6,001,794 EvoAir shares, respectively, or approximately 6.91%, 2.48% and in aggregate 5.90%, respectively, of the Then Enlarged Share Capital. The board of directors and majority shareholders of the Company have approved the transaction.

(D) On December 20, 2021, Dr. Low entered into two deeds of assignment of intellectual properties with WKL Eco Earth Holdings, in respect of Dr. Low’s patents and patent applications relating to eco-friendly air-conditioner condenser (external unit), EvoAir^TM and the trademarks and trademark applications described in the deeds of assignment thereunder, and in respect of Dr. Low’s patents and patents applications relating to the portable air-conditioner, e-Cond EVO^TMand the trademarks and trademark applications as described in the deeds of assignment thereunder (together, the “IP Assignments”). Pursuant to the IP Assignments, WKL Global, Allegro Investment and certain nominees shall be allotted and issued 63,362,756 EvoAir Shares, 14,297,259 EvoAir Shares and in aggregate 5,487,752 EvoAir Shares, respectively or approximately 62.25%, 14.05% and in aggregate 5.39%, respectively of the Then Enlarged Share Capital in consideration for the IP Assignments.

EvoAir Transaction, Change of Control Transaction and Allotment Transactions are collectively referred to as the “Transactions”. The closing of the Transactions (“Closing”) occurred on December 20, 2021 (the “Closing Date”).

From and after the Closing Date, at which time EvoAir International transferred its HVAC business to the Company, the Company’s primary operations will consist of the prior operations of EvoAir International and its subsidiaries.

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EvoAir International is a company incorporated in BVI on November 17, 2021. Effective from the December 20, 2021, it wholly owns WKL Eco Earth Holdings, a company incorporated in Singapore on July 12, 2018, which in turn wholly owns (a) WKL Eco Earth, a Malaysian company incorporated on May 17, 2017, and (b) WKL Green Energy, a Malaysian company incorporated on October 24, 2017. WKL Eco Earth Holdings acquired (c) EvoAir Manufacturing (M) Sdn Bhd (“EvoAir Manufacturing”) on April 19, 2021, a Malaysian company incorporated on March 22, 2019, as well as acquiring (d) WKL EcoEarth Indochina Co Ltd (“WKL EcoEarth Indochina”), a Cambodia company incorporated on February 4, 2021, (e) WKL Guanzhe Green Technology Guangzhou Co Ltd (“WKL Guanzhe”), a Chinese company incorporated on April 6, 2021. EvoAir Manufacturing wholly owns (f) Evo Air Marketing (M) Sdn Bhd (“Evo Air Marketing”), a Malaysian company incorporated on February 2, 2021.

On June 15, 2022, the Company filed a Certificate of Amendment (the “Amendment”) to the Articles of Incorporation with Nevada’s Secretary of State to change the name of the Company from Unex Holdings Inc. to EvoAir Holdings Inc. (the “Name Change”), and the Name Change became market effective on November 4, 2022. Effective on November 11, 2022, the Company’s shares began trading under the new ticker symbol “EVOH”.

On November 21, 2023, the Company issued in aggregate, 52,107 shares of Common Stock to 15 referral agents (“Referral Agents”) in consideration for their referral to the Company of certain investors. Each Referral Agent is a “non-U.S. Persons” as defined in Regulation S.

On November 21, 2023, the Company issued, in aggregate, 5,500 shares of Common Stock to two individuals in consideration for marketing services provided to the Company by Artisan Creative Studio, a marketing entity based in Malaysia. Each of the individuals is a “non-U.S. Persons” as defined in Regulation S.

On August 14, 2024, the WKL Eco Earth Holdings has increased its investment in WKL Guanzhe Green Technology Guangzhou Co Ltd (China) by injecting an additional RMB2,000,000 into its registered capital. This investment has resulted in an increase in WKL Eco Earth Holding’s equity interest in WKL Guanzhe Green Technology to 62.5%.

Round 2 Stockholders

The Company entered into a series of offerings for an aggregate of up to 6,000,000 shares of Common Stock at a per share purchase price of $2.50, as follows:

● On February 15, 2022, the Company entered into certain share subscription agreement with Ms. Ang Lee Kim Jane, who is a “non-U.S. Persons” as defined in Regulation S of the Securities Act of 1933, as amended (the “Securities Act”) pursuant to which the Company agreed to issue and sell 74,074 shares of Common Stock, at a per share purchase price of $2.50, as part of a series of offerings by the Company for an aggregate of up to 6,000,000 shares of Common Stock at a per share purchase price of $2.50. The gross proceeds were $185,185. ● On June 3, 2022, the Company entered into certain share subscription agreement with Mr. Wong Hon Wai who is a “non-U.S. Persons” as defined in Regulation S of the Securities Act pursuant to which the Company agreed to issue and sell 5,000 shares of Common Stock, at a per share purchase price of $2.50, as part of a series of offerings by the Company for an aggregate of up to 6,000,000 shares of Common Stock at a per share purchase price of $2.50. The gross proceeds were $12,500. ● On October 25, 2022, the Company entered into Regulation S share subscription agreements with eight investors, each of whom represented that it was a “non-U.S. Persons” as defined in Securities Act. On the same date, the Company entered into Regulation D share subscription agreements with two investors, each of whom represented that it was an “Accredited Investors” as defined in Regulation D of the Securities Act. Pursuant to the share subscription agreements, the Company agreed to issue and sell in aggregate, (i) 129,621 shares of Common Stock to the Regulation S investors, and (ii) 15,000 shares of Common Stock to the Regulation D investors, respectively, at a per share purchase price of $2.50, as part of a series of offerings by the Company for an aggregate of up to 6,000,000 shares of Common Stock at a per share purchase price of $2.50. The gross proceeds in aggregate were $361,553. ● On February 20, 2023, the Company entered into Regulation S share subscription agreements with eleven investors, each of whom represented that it was a “non-U.S. Persons” as defined in Regulation S of the Securities Act. Pursuant to the share subscription agreements, the Company agreed to issue and sell in aggregate, (i) 57,783 shares of Common Stock to the Regulation S investors, at a per share purchase price of $2.50 as part of a series of the offerings by the Company for an aggregate of up to 6,000,000 shares of Common Stock at a per share purchase price of $2.50. The gross proceeds in aggregate were $144,443. ● On July 13, 2023, the Company entered into Regulation S share subscription agreements with 31 investors, each of whom represented that it was a “non-U.S. Persons” as defined in Regulation S of the Securities Act. Pursuant to the share subscription agreements, the Company agreed to issue and sell in aggregate, (i) 250,132 shares of Common Stock to the Regulation S Investors, at a per share purchase price of $2.50 as part of a series of the offerings by the Company for an aggregate of up to 6,000,000 shares of Common Stock at a per share purchase price of $2.50. The gross proceeds in aggregate were approximately $625,330. ● On September 7, 2023, the Company entered into Regulation S share subscription agreements with 71 investors, each of whom represented that it was a “non-U.S. Persons” as defined in Regulation S of the Securities Act. Pursuant to the share subscription agreements, the Company agreed to issue and sell in aggregate, 365,164 shares of Common Stock to the Regulation S investors, at a per share purchase price of $2.50 as part of a series of the offerings by the Company for an aggregate of up to 6,000,000 shares of Common Stock at a per share purchase price of $2.50. The gross proceeds in aggregate were approximately $912,889. ● On November 21, 2023, the Company entered into a Regulation S share subscription agreement with Wong Chun Shoong who represented that he was a “non-U.S. Persons” as defined in Regulation S of the Securities Act. Pursuant to the share subscription agreement, the Company agreed to issue and sell in aggregate, 8,658 shares of Common Stock to the Regulation S investors, at a per share purchase price of $2.50 as part of a series of the offerings by the Company for an aggregate of up to 6,000,000 shares of Common Stock at a per share purchase price of $2.50. The gross proceeds in aggregate were approximately $21,645 ~~Reverse S~~.

Reverse Stock Split

On April 12, 2024, the Company’s board of directors (the “Board”) unanimously resolved to effect a reverse stock split of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at a ratio of 1-for-4. Following such resolution, on September 9, 2024, the Company filed a Certificate of Amendment (the “Certificate of Amendment”) with the Secretary of State of the State of Nevada to effect the reverse stock split, with an effective time of 9:00AM. Eastern Time on September 11, 2024 (the “Reverse Stock Split”).

Split Adjustment; Treatment of Fractional Shares

As a result of the 1:4 Reverse Stock Split, each 4 pre-split shares of Common Stock outstanding will automatically combine into one new share of Common Stock without any action on the part of the holders, and the number of outstanding shares of Common Stock was reduced from 102,742,362 shares to 25,685,591 shares (subject to rounding up of fractional shares to the nearest whole number).

No fractional shares was issued in connection with the Reverse Stock Split. Fractional shares were rounded up to the nearest whole number.

Share Issuance

On November 25, 2024, the Company issued, in aggregate, 679,516 shares of Common Stock, representing 2.5% issued and outstanding shares of Common Stock to certain consultant in consideration for their services in relation to proposed initial public offering.

On November 25, 2024, the Company issued, in aggregate, 815,419 shares of Common Stock, representing 3.0% issued and outstanding shares of Common Stock to certain consultant in consideration for their consulting services.

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Details of the Company’s subsidiaries:

Name	Place and date of incorporation	Principal activities	Ownership
EvoAir International Limited (“EvoAir International”)	British Virgin Islands, November 17, 2021	Investment holding.	100%
Subsidiary of EvoAir International
WKL Eco Earth Holdings Pte. Ltd. (“WKL Eco Earth Holdings”)	Singapore, July 12, 2018	Investment holding and research and development (“R&D”), marketing and sale of eco-friendly heating, ventilation, and air conditioning (“HVAC”) products and related services.	100%
Subsidiaries of WKL Eco Earth Holdings
WKL Eco Earth Sdn. Bhd. (“WKL Eco Earth”)	Malaysia, May 17, 2017	R&D, manufacturing, marketing and sale of eco-friendly HVAC products, and the manufacture and sale of related services as well as food, pharmaceutical products, and orthopaedic goods.	100%
WKL Green Energy Sdn Bhd (“WKL Green Energy”)	Malaysia, October 24, 2017	R&D on biotechnology.	100%
EvoAir Manufacturing (M) Sdn Bhd (“EvoAir Manufacturing”)	Malaysia, March 22, 2019	Holding company, R&D, manufacturing, marketing and sale of eco-friendly HVAC products and related services.	67.5%
WKL EcoEarth Indochina Co. Ltd (“WKL EcoEarth Indochina”)	Cambodia, February 4, 2021	Marketing and sale of eco-friendly HVAC products and related services.	55%
WKL Guanzhe Green Technology Guangzhou Co Ltd (“WKL Guanzhe”)	People’s Republic of China, April 6, 2021	Manufacturing, marketing and sale of eco-friendly HVAC products and related services	5562.5%*
Subsidiary of EvoAir Manufacturing
Evo Air Marketing (M) Sdn. Bhd. (“Evo Air Marketing”)	Malaysia, February 2, 2021	Marketing and sale of eco-friendly HVAC products and related services	100%

* Shareholding increased to 62.5% on August 14, 2024

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Our Future Strategies

We intend to pursue the following strategies to further develop and expand our business:

●	Continued investment in research and development in hybrid air-conditioning products

The Group intends to continue development of its hybrid air-conditioning products to further increase its product offerings, as well as to expand its client base, especially with commercial and industrial clients. The Group plans to expand its distribution into other South East Asia markets, China and Asia markets, which has high potential demand for air-conditioning as their population gross domestic product (“GDP”) increases. Taking advantage of the global awareness and push to reduce harmful factors leading to global warming, the Group continues to market its EvoAir^TMbrand and e-Cond Evo^TM as eco-friendly products aiming to reduce emission of waste heat from the air-conditioner condensing units and at the same time improving energy efficiency. The Group aims to continue innovation through investment into research and development, to further improve on its product lines, reduce its carbon emissions as it strives to become a leader in HVAC green inventions.

● Continued ~~production~~promotion of air purifier and air-sanitizing ~~systems The Group continues to improve on its production of air purifier and air-sanitizing systems in order to capitalize on increased market demand for air sanitizing~~ products ~~in the wake of the global coronavirus pandemic.~~ The Group is expanding usage and application of its INCU Technology, which acts as an effective disinfectant solution into more sectors and markets as the Group foresees growth in demand for air-sanitizing products as a must-have product in general consumer households in the near future. Besides household consumers, the Group also aims to expand its commercial and industrial customer base, as well as partake in public sanitation projects. In terms of sanitation products, the company aims to expand into personal healthcare products such as formulated toiletries cleansers incorporating the INCU ionic nano copper solution as an active ingredient. ● Geographical expansion A key component of our strategy is to enter into and expand into new markets with high demand for HVAC. The Group intends to replicate the similar model, continue development of its product line and expand into other Southeast Asian countries and the Chinese market, with possible expansion into the Middle East, Indonesia and India in the future. ● Promoting importance of environmental-friendly technology The Group also advocates the importance of promoting environmentally friendly technology and creating awareness to the public to play a part in protecting the environment as well as creating synergy with the Group’s products and brand image. On 5 May 2023, the Company launched ‘Cool the Earth Day’ which marks the birth of the environmental movement for HVAC industry. It was a movement launched by EvoAir Group advocating that (i) everyone can enhance his/her lifestyle through green inventions while preserving the Earth; and (ii) everyone can be the ‘Ambassador of the Earth’ - everyone can do a part, be it in the smallest way in protecting our environment. ‘Cool the Earth Day’ is a movement in line with the Company’s mission to contribute to the Earth and society amidst the alarming global warming and climate change issues confronting the world and its 8 billion population through green inventions and creating awareness. We hope that through this movement, people will raise their awareness that everyone can do a part, be it in the smallest way in protecting our environment. At EvoAir, every member is an Ambassador of the Earth, sharing the same mission of protecting the Earth. The Company believes that everyone around the globe can be an Ambassador of the Earth. In 2023, the Group collaborated with a university in Malaysia to study the effect of heat generated by outdoor condensing unit of traditional air-conditioning system towards surrounding environment, by studying the effects of air conditioning system on plant growth in a green-house setting. The study concludes that air produced by EvoAirTM outdoor condensing unit, Coolpressor, is lower in temperature and is more environmental friendly and favourable for the growth of green planted compared to hot air produced by conventional air-conditioner outdoor condensing unit. This positive outcome will surely path a new and sustainable direction in terms of energy savings. The Group looks to continue embracing such promotions and is committed to creating awareness and promoting environmental sustainability. We envision becoming an international player in HVAC sector focusing on environmental, social, governance (“ESG”) efforts and initiatives in the future. ● Developing and distributing INCZN health supplement The Group has launched an INCZN health supplement product and is partnering with OEM to manufacture the supplements. INCZN is designed to provide health benefits including improving immune system, protecting against diseases such as mouth, throat and lung cancer, regulate blood pressure and strengthening cardiovascular health, improve stomach digestion and gout repair through the benefit of zinc and copper. The Company intends to build on the further development and distribution of INCZN in order to diversify our product offerings in the future.

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Product Lines

Hybrid Air Conditioners

e-Cond EVO^TM

With the objective of embracing well-being of mankind through green living and preserving the Earth through green inventions e-Cond EVO^TMis a breakthrough invention building on the research and development (“R&D”) of Dr Low Wai Koon (“Dr. Low”), our Director, Chairman and Chief Executive Officer and his team, it is the Group’s first invented its line of eco-friendly portable air-conditioners under its e-Cond EVO^TM brand in 2017.

The unit is an eco-friendly air-conditioning system with patent pending heat emission control system (“HECS”) technology, which regulates the temperature and volume of heat transferred from the air-conditioning system into the environment. This product employs an innovative hydro-refrigeration system (“HRS”) integrating evaporative cooling process with refrigeration cycle, reducing temperature of the output air by approximately 30% while achieving an optimal cooling performance of approximately 25 to 28 degrees Celsius. The patent pending technology in the unit allows it to utilize substantially lower energy than its traditional air-conditioning units. The portable air-conditioning systems also incorporate ionizer technology producing high concentrations of negative ions to purify the surrounding air of mold spores, pollen, pet dander, odors, cigarette smoke, bacteria, viruses, dust and other hazardous airborne particles.

The Company markets two models of the e-Cond EVO^TM units: the Super King and the Outdoor King.

EvoAir^TM

The Group continued to research on incorporating its patent pending HECS Technology as well as various other patent pending technologies into its product line, subsequently launching its EvoAir^TMhybrid air-conditioners in 2021.

The Group’s core product, EvoAir^TM, is a first-of-its-kind eco-friendly air-conditioner with granted patent or utility model/ patent or utility model pending heat emission control system (“HECS”) proprietary technology, which turns waste heat released by conventional air-conditioner condenser (external unit) into cool and moisturised air at approximately 26^oC to 32^oC with a humidity of ±60%, operating under outdoor condition, which is optimal for human and living things. The re-engineering of the air-conditioning system has transformed the air-conditioner condenser (external unit) into a supplementary cooling unit or ‘Coolpressor’, which also functions as an air cooler. It also reduces energy consumption of at least 20% compared to conventional air-conditioning units. The significant decrease in waste heat and reduction in energy consumption play an important role in reducing harmful effects to the environment, in line with the Group’s mission of producing eco-friendly invention in protecting the Earth.

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Air-conditioning refrigerant is harmful to the environment. The EvoAir^TMsystem utilizes the R32 refrigerant in its operation, which is 9% lower in density than the traditionally used R410A refrigerant found in various conventional air-conditioning systems, while maintaining approximately 43-50% higher latent heat vaporization and approximately 41% higher thermal conductivity when combined with the Group’s other patent-pending technologies. EvoAir^TM’s system design also allows for a further reduction in refrigerant use of at least 30% compared to conventional air-conditioning systems with traditional long copper coils by increasing the efficiency of the heat transfer in the R32 refrigerant, in doing so, further increasing refrigerant efficiency.

The EvoAir^TMhybrid air-conditioning system was awarded SGS International Certification in 2021.

Residential Units

We offer a variety options of EvoAir^TMhybrid air conditioner range from 1.0 HP to 2.5 HP, where indoor units of wall mounted and ceiling cassette (selected models) options are available for residential users. Our residential EvoAir^TMunits are all supplied by 220-240V, single phase and 50Hz of power supply, using R32 as refrigerant. While the dimension size for outdoor unit (Coolpressor) is 925mm x 355mm x 685mm, which comes with an LCD remote control to operate it individually. Each coolpressor is equipped with an up & down automatic louver.

Commercial Units

Aside from residential units, we also offer EvoAir^TMcommercial / industrial units range from 5HP to 25HP, where the placement of air conditioner unit in the ideal settings would be most cooling effective to the certain area. The application of commercial units are normally office buildings, retail stores, warehouses, or manufacturing facilities. Due to efficiency consideration, commercial units are using 3 phase power supply and R410A as refrigerant charge (instead of R32). Dimension size of Coolpressor comparing to residential units are larger and heavier too.

Retrofitting Service

We also provide retrofit service to commercial customers that wishes to keep their existing HVAC systems. Our retrofitting services include replacing the customers’ outdoor condensing unit with the patent-pending HECS technology. Retrofitting service allow for large saving of resources for our enterprise customers, who can avoid fully replacing their air conditioning units, which may be costly depending on the number of existing air conditioning unites already deployed.

Customization Services

We also provide customization services for specific customers, including stainless-steel coverings to prevent corrosion for customers in locations susceptible to erosion, such as near the coastline.

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Manufacturing

The Group produces its Coolpressor under its EvoAirTM brand. Meanwhile, the Group partners with OEMs to produce an air-conditioner indoor unit (blower) to complement its EvoAirTM Coolpressor as well as its eco-friendly portable air-conditioner systems under its e-Cond EVOTM brand. The Group has managed to situate its manufacturing plants in both Malaysia and China through its operating subsidiaries, EvoAir Manufacturing and WKL Guanzhe Green Technology Guangzhou, respectively. The Group operates manufacturing plants and assembly lines in China and Malaysia approximately 6030,000 square feet of manufacturing space. By distributing its manufacturing capacity geographically, the Group is able to maintain a flexible supply chain concentrating production of products according to demand from different regions.

Licensing, Supply and Maintenance Service

The Group licenses its various proprietary and granted patent or utility model/ patent or utility model pending patent technologies to OEMs and other brands to be incorporated in various HVAC products. The Group has also catered to industrial clients including supplying products to factory settings or real estate developments spread out across different geographical locations including Malaysia, and Cambodia and Singapore as well as Indonesia as well as providing maintenance and installation services of its EvoAir^TMproducts to various commercial customers.

Air Purifier

E-Cond^Life

To address the spread of the Covid-19 pandemic which arose during the end of 2019, the EvoAir Group launched a new series of air-sanitizing products during the middle of 2020.

Partnering with its supplier, the Group became an exclusive authorized distributor of INCU technology, which involves the use of an ionic nano copper solution. The active ingredients of the solutions, Copper Sulphate Pentha-Hydrate, has a proven track record as well as having been certified and reported to inhibit larvidie, germicide, bactericide, fungicide, algaecide and virucide, while being non-toxic and safe for human and animal use. INCU (Ionic Nano Copper) has been recognized as being vital to health, as well as having proven to be effective against influenzas, bacteria such as E. Coli, bacteria groups such as MRSA as well as inhibiting against Covid-19.

The Group partnered with various OEMs to produce air-purifier products under its e-Cond^Life brand, in accordance to the Group’s specifications in terms of modifications to the micro-chips, magnetic control valves and systems flows to work with INCU technology. By disinfecting water in a water tank reserve through hydro-curtain technology, followed by purifying the output air in the form of water vapour or mist, E-Cond^Life products act as environmental disinfecting solutions for air sanitization.

The e-Cond^Life sanitizer system has been certified under the IECEE CB Scheme, while the INCU ionic nano copper solution used by the system has been certified by NSF International (USA) to be compliant with NSF / ANSI60 standards for all applicable requirements. The EvoAir Group has also obtained safety test reports from TUV SUD in Singapore and ICAS Shanghai for Cytotoxicity Testing.

A white rectangular device with a window

Description automatically generated

QCOVTM

To supplement the e-CondLife line of air purifier products, the Group partnered with various OEMs to produce small air purifier systems under its QCOVTM brand in 2021, which incorporates a diffuser to distribute the INCU ionic nano copper solution in order to sanitize the environment.

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~~Distribution~~Ionic Nano Copper Zinc (INCZN)

~~As an~~In ~~exclusive~~response ~~authorized distributor of the INCU ionic nano copper solution, the Group has partnered with various distributors~~ to ~~distribute~~ ~~the~~growing ~~technology~~public tohealth ~~other~~concerns ~~brands~~ and ~~markets, Singapore, Thailand. We entered into a long term original design manufacturer~~ ~~supply~~the ~~agreement~~increasing ~~with~~demand ~~our nano copper solution supplier in September, 2020. There were no purchases from our nano copper supplier~~ for ~~FYE2024~~environmental ~~and~~disinfectant ~~FYE 2023~~solutions, ~~respectively, representing approximately Nil% and Nil% of our total purchases, respectively. As is customary in~~ the ~~supply or sales arrangements, the agreements with our supplier are terminable by either party by giving notice. Through these various partnerships, the~~ Group’s ~~air~~has ~~purifier~~introduced ~~systems~~Ionic ~~and~~Nano ~~INCU~~Copper ~~are~~Zinc ~~produced and distributed by various distribution channels~~(INCZN), ~~including~~a ~~through~~new ~~several well established marketing companies with their own respective online platforms. The Group market its brand to target customers that are attracted to the Group’s eco-friendly image, the~~ product~~’s ability to~~ ~~inhibit~~developed ~~bacteria~~for ~~and~~airborne ~~viruses,~~sanitization asthrough ~~well~~copper ~~as to provide a clean~~ and ~~safe~~zinc-based ~~environment~~diffusion.

The Group produces the product in accordance with the technical and quality standards outlined by WKL Eco Earth. The Group authorized a sole distributor in Malaysia to retail the Ionic Nano Copper Zinc to be used in the Immune Air Purifier.

Designed to be used in conjunction with specialized diffusers, the solution works by releasing nanoparticles of copper (Cu) and zinc (Zn) into the air. These particles are scientifically recognized for their antimicrobial properties, effectively inhibiting airborne viruses, bacteria and other pathogens. Ionic Nano Copper Zinc is intended for continuous environmental disinfection in enclosed spaces such as offices, public facilities and residential environments.

This product further complements the Group’s ecosystem of air-purifying solutions, reinforcing its brand positioning as a provider of advanced, eco-conscious environmental health technologies.

Intellectual Property

The Group’s success and future revenue growth depend, in part, on our ability to protect our intellectual property. The Group relies primarily on patent and trademark laws, as well as confidentiality procedures, to protect our proprietary technologies and processes.

The Group believes that the core of its business is comprised of our proprietary technologies, including its granted patent or utility model/ patent or utility model pending patent HECS technology. As a result, the Group will strive to maintain a robust intellectual property portfolio. The Group’s success and future revenue growth may depend, in part, on its ability to protect its intellectual property as products and services that are material to its operating results incorporate patented technology.

The Group believes its rights to patents and trademark rights serve to distinguish and protect its products from infringement and contribute to our competitive advantages. The Group had patents and trademarks in various stages of the registration application process in Malaysia and trademarks in various stages of the registration application process in China.

We cannot assure you that any patents or copyrights will be issued from any of our pending applications. In addition, any rights ~~granted~~ granted under any of our existing or future patents, copyrights or trademarks may not provide meaningful protection or any commercial advantage to us. With respect to our other proprietary rights, it may be possible for third parties to copy or otherwise obtain and use proprietary technology without authorization or to develop similar technology independently. We may in the future initiate claims or litigation against third parties to determine the validity and scope of proprietary rights of others. In addition, we may in the future initiate litigation to enforce our intellectual property rights or to protect our trade secrets. Additional information about the risks relating to our intellectual property is provided under “Risk Factors—Risks Related to Intellectual Property.”

The Air Conditioner Industry

Growing demand for cooling

According to International Energy Agency (“IEA”) (https://www.iea.org/energy-system/buildings/space-cooling#tracking), there are currently about 2 billion air conditioning units operating worldwide, and by 2050, it is predicted that there will be 5.6 billion units. According to the statistics report published by the Japan Refrigeration and Air Conditioning Industry Association (“JRAIA”) (https://www.jraia.or.jp) in ~~July~~June ~~2022~~2025, the world’s total air conditioner demand in ~~2021~~2024 is estimated at ~~110~~131,638 ~~million~~thousand units, which ~~represent~~represents ~~102~~106% of the world ~~demand~~ indemand ~~2020~~of 2023. Looking at the ~~2021~~2024 world demand in terms of Japan, China and other regions, the largest demand is from China, of which ~~demand~~ demand is estimated to have reached 4149.~~305~~726 million units, representing 98105% of ~~2020’s~~its 2024 demand. China’s demand accounts for 38% of the world’s total ~~global~~ demand. Next to China, the Asian region (excluding Japan and China) stands at ~~approximately 17~~25.~~983~~249 million units, followed by North ~~America~~ America with 1619.~~515~~199 million units, Japan with 10.~~201~~187 million units, Europe with 89.~~885~~533 million units and Latin America with 67.~~547~~325 million units.

Air-conditioners vary in energy efficiency and their usage lead to a global consumption of approximately 2,000 terawatt hours of electricity annually. In addition, almost 20% of all the electricity used in buildings is for cooling, accounting for 14% of average peak residential electricity demand globally.

The emerging economies are expected to use more air-conditioners as income levels rise. Of the 2.8 billion people living in the hottest parts of the world, only 8% currently own air-conditioning units compared to approximately 90% ownership in the United States and Japan. By 2050, India, China and Indonesia may account for 50% of the projected growth in energy use for space cooling.

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Global Emissions from the use of Air Conditioners

The efficiency of air conditioners vary widely, in all major markets today, consumers are typically buying air conditioners whose average efficiencies are less than half of what is available. Carbon dioxide emissions from cooling systems have tripled since 1990 to 1,130 million tons in 2016, and local air pollutants caused by cooling systems have also increased. Greenhouse Gases produced include Carbon Dioxide and Climate Change:

	●	Carbon dioxide is called a greenhouse gas because it absorbs infrared energy and remits this energy back in all directions. About half of that energy goes out into space and about half of it returns to Earth as heat, contributing to the greenhouse effect and climate change
	●	The four main greenhouse gases are carbon dioxide, methane, nitrous oxide and fluorinated gases. Carbon dioxide accounts for about 75% of global greenhouse gas emissions.
	●	About 30% of greenhouse gas emissions come from transportation, 25% come from the production of electricity, 23% comes from industrial production, 12% comes from commercial and residential sources and 10% comes from agriculture.
	●	Climate change could increase the occurrence and severity of weather events, such as heat waves, droughts and floods. These changes are likely to increase losses to property and crops and affect economic activity.
	●	The usage of air conditioners has a significant impact on the environment. Air-conditioners use chemical refrigerants, usually hydrofluorocarbons in their heat exchange systems. The hydrofluorocarbons contributes significantly to global warming if leaked to the atmosphere.
	●	The generation of the electricity to power the air conditioners also contribute to significant emissions, especially when fossil fuels are burnt to produce electricity.

Urbanized areas have higher temperatures than less urbanized areas, contributing to heat islands. This is because urban areas usually have less greenery. Roads and buildings absorb and re-emit daytime heat more than forests and water bodies. As a result, urban daytime temperatures can reach approximately 1 to 7 degrees higher in Fahrenheit than the outlying areas and night-time temperatures can reach approximately 2 to 5 degrees higher in Fahrenheit. The use of air conditioners extract hot air to the outside of buildings. On high temperature days, the hot air emitted by air-conditioner units increases the outdoor temperature. This in turn increases the need for more cooling and creates a feedback loop. The use of air conditioners can increase outdoor urban temperatures by more than approximately 1 degree Celsius in some cities

Global Efforts to combat Climate Change and Global Warming

If the current rate of growth of energy use by air conditioners continues, the U.S. Energy Information Administration (“EIA”) predicts that by 2050, global energy usage for space cooling would triple to 6,200 terra watts. This would triple the amount of carbon dioxide emissions and heavy investments in electricity infrastructure to meet peak electricity demand. This could cause severe financial strain on emerging economies.

Over the years, countries around the world have come together to support policies to combat climate change. However, obtaining consensus has been challenging because of political and national circumstances. The Kigali Amendment to the Montreal Protocol, which entered into force on 1 January 2019, help protect the climate by phasing down high global warming potential hydrofluorocarbons (HFCs), which are commonly used as refrigerants. Promoting the energy efficiency of cooling technology can also significantly increase climate benefits.

●	From October 31 to November 12, 2021, the 26th annual UN Climate Change Conference (COP26) was held in Glasgow, Scotland. The objectives of COP26 were:

i. Countries were called out to reach net-zero carbon emissions by 2050 and to cap the increase in global temperatures below 1.5°C from current levels;

ii. To protect and restore ecosystems and habitats and build resilient infrastructures to withstand climate change;

iii. Developed nations to mobilize $100bn in climate finance per year for poorer nations; and

iv. Parties of COP26 to finalize the agreement and rules for action and monitoring.

The Role of Air conditioners Efficiency in combating Climate Change

Intuitively, the more energy efficient air-conditioners are, the less electricity they would consume, and less fossil fuels would be burnt to produce electricity. This would lead to less carbon dioxide emissions which could reduce global warming.

The EIA highlighted one area where policy action could deliver substantial energy savings quickly — by making air conditioners equipment more efficient. Through stricter minimum energy performance standards and other measure such as labelling, the average energy efficiency of the stock of air conditioners globally could more than double in efficiency between now and 2050. This could reduce cooling-related energy demand to 3,400 terawatts in 2050 compared to 6,200 terawatts if efficiency remained at current levels. The 45% reduction in energy usage or 2,800 terawatts could reduce carbon dioxide emissions by 1,582 megatons annually. This scenario was called the Efficient Cooling Scenario by EIA.

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In addition, the use of less electricity because of more efficient air conditioners greatly reduces the need to build new generation capacity to meet peak electricity demand. In the Efficient Cooling Scenario, there would not be a need to build additional capacity deliver the 1,300 gigawatts of power with more efficient air conditioners. This is equivalent to all the coal-fired power generation in China and India today. In addition, the cumulative infrastructure, fuel and operating costs savings amounted to $2.9 trillion from 2017 to 2050. This means 45% lower electricity costs for everyone as well, compared to if there were no efficiency improvements in air conditioners

	Number of Aircon sold per Year (Thousands of units)
	2019		2020		2021		2022		2023		2024
World		115,872		107,447		110,041		117,770		123,932		131,638
Residential Aircon		101,952		93,949		95,162		99,899		105,857		113,514
Commercial Aircon		13,920		13,499		14,879		17,871		18,075		18,124
By Continent
North America		14,226		15,029		16,515		19,026		18,416		19,199
Asia (Ex-Japan and China)		19,245		16,196		17,983		20,066		22,464		25,249
Europe		7,991		7,604		8,885		9,517		9,650		9,533
Latin America		8,254		7,423		6,547		7,016		7,288		7,329
Middle East		4,194		3,992		3,684		4,227		4,009		5,189
Africa		3,125		2,981		3,489		3,572		3,699		3,791
Ocenia		1,319		1,396		1,432		1,464		1,376
Oceania		1,319		1,396		1,432		1,464		1,376		1,435
		58,354		54,621		58,535		64,888		66,902		71,725
By Country (Standalone)
Japan		10,768		10,687		10,201		9,885		9,589		10,187
China		46,751		42,142		41,305		42,998		47,440		49,726
		57,519		52,829		51,506		52,883		57,029		59,913
Total		115,873		107,450		110,041		117,771		123,931		131,638
Selected South East Asia
Malaysia		1,001		902		867		889		913		954
Singapore		135		113		121		129		127		129
Indonesia		2,365		1,929		2,159		2,374		2,693
Thailand		1635		1,515		1,962		1,496		1,584		1,707
Vietnam		2432		2,153		1,877		1,826		1,929		2,200

Source: Estimates of World Air Conditioner Demand (July 2022 & ~~July~~June ~~2024~~2025) - The Japan Refrigeration and Airconditioning Industry Association (JRAIA)

As derived from the JRAIA report, in ~~2023~~2025, approximately ~~124~~132 million units of air conditioners were sold globally of which approximately 8586% were residential units and approximately 1514% were commercial units.

Based on statistics available in the JRAIA report, we calculated both CAGR of residential and commercial air conditioners from ~~2019~~ 2020 to 2024 ~~2023~~ increased to approximately 04.9484% and 67.7564% respectively. China was the largest consumer of air conditioners globally and it accounted for approximately 4537.77% of all air conditioners sales. By continent, ~~North~~Asia ~~America~~(Ex-Japan and China) had the highest CAGR of approximately 611.6774% from ~~2019~~ 2020 to ~~2023~~2025 followed by ~~Europe~~Middle East at approximately 46.8378% CAGR.

13 | Page

No.

Major Aircon Brands Globally

Company

Securities Exchange(1)

Principal Activities (2)

Market Capitalisation (USD’bn) (3)

HVAC Revenues (USD’bn) (4)

Daikin

Daikin Industries Ltd

Tokyo Stock Exchange

Daikin Industries Ltd manufactures air conditioners and refrigerants. The company provides an array of products and technologies related to air-conditioning, refrigeration systems, oil hydraulics, defense systems, chemicals, and other electronics. The company’s air conditioners are widely used in residential, commercial, and industrial applications. It also offers chemical products such as fluoroplastics, chemical engineering machinery, fluorocarbons, and fine chemical products. The company offers industrial hydraulic equipment and machinery, mobile hydraulic equipment, components for guided missiles and oxygen therapy equipment.

3534.5612

23.86(5)

Midea

Midea Group Co

Shenzhen Stock Exchange

Midea Group Co Ltd is a manufacturer, marketer, and seller of diversified products, including consumer appliances, HVAC (heating, ventilation and air-conditioning) systems, robotics and industrial automation and smart supply chain. The company’s major products include both residential and commercial air-conditioners, laundry appliances, kitchen appliances, refrigerators, smart logistics, components, and various small home appliances. It also provides installation, maintenance, after-sale and professional services.

8174.2695

22.59

Trane

Trane Technologies PLC

New York Stock Exchange

Trane Technologies Plc is a manufacturer of industrial goods. It designs, manufactures, and sells a portfolio of industrial and commercial products. The company’s products enhance the quality, energy efficiency and comfort of air in homes and buildings, transport and protect food, and perishables; and increase industrial productivity and efficiency.

8896.5170

12.73

Carrier

Carrier Global Corp

New York Stock Exchange

Carrier Global Corp is a provider of heating, ventilating, air-conditioning, refrigeration systems, building automation, and fire and security technologies. The company’s products comprise furnaces, air conditioners, heat pumps, ductless systems, refrigeration equipment, boilers, indoor air quality products, compressors, thermostats, and refrigeration equipment. It also offers design, maintenance, and installation services.

7247.6088

14.81

LG Electronics Inc

Korean Exchange

LG Electronics Inc manufactures and distributes consumer electronics and home appliances. The company’s product portfolio comprises televisions, monitors, personal computers, refrigerators, audio and beauty appliances, video equipment, washing machines, dishwashers, air purifiers, dehumidifiers, residential and commercial air conditioners, and vacuum cleaners. It also offers vehicle components, smartphones, information displays, solar panels, substrate and material, motor and sensor components, optic solutions, automotive components and camera modules.

129.7680

N/A

Panasonic

Panasonic Corp

Tokyo Stock Exchange

Panasonic Holdings Corp develops, produces, sells and services a range of electric and electronic products. Panasonic’s product portfolio includes room air-conditioners, TVs, fixed-phones, digital cameras, video equipment, home audio equipment, rice cookers, lamps, wiring devices, air-conditioning equipment, air purifiers and bicycles. It also offers electronic components, mounting machines, welding equipment, PCs and tablets, projectors, batteries, electric motors, electronic components, electronic materials, semiconductors and LCD panels. It provides consumer, logistics, automotive, aviation, entertainment, manufacturing and housing solutions, among others.

1925.3985

5.75(5)

Mitsubishi Electric

Mitsubishi Electric Corp

Tokyo Stock Exchange

Mitsubishi Electric Corp develops, manufactures, and markets electrical and electronics products. The companys product portfolio comprises of air conditioning systems, home products, factory automation systems, automotive equipment, building systems, energy systems, visual information systems, transportation systems, semiconductors and devices, information and communication systems, space systems and public systems. It also offers maintenance services, it infrastructure services and network services. Mitsubishi Electric serves information processing and communications, space development and satellite communications, consumer electronics, industrial technology, energy, transportation, and building equipment sectors.

3256.6362

9.38(5)

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Haier

Haier Smart Home Co Ltd

Shanghai Stock Exchange

Haier Group is involved in the manufacturing, marketing and selling of a wide range of home appliances and consumer electronic products such as refrigerators, air conditioners, washing machines, water heaters, TVs, kitchen electric appliances, digital and home appliances, and computers.

3923.7743

6.47

Lennox

Lennox International Inc

New York Stock Exchange

Lennox International Inc is a climate control solutions provider. The company designs, manufactures and markets a wide range of products for the heating, ventilation, air conditioning and refrigeration (HVACR) markets. Its heating and cooling products comprise a broad range of heat pumps, furnaces, packaged heating and cooling systems, accessories to improve indoor air quality, air conditioners, comfort control products, installation and services of commercial heating and cooling equipment, replacement parts and supplies.

2117.4520

3.29

Johnson Controls

Johnson Controls International PLC

New York Stock Exchange

Johnson Controls International Plcis a technology and multi-industrial company. It engineers, develops, manufactures, and installs building products and systems. The company offers HVAC equipment, fire suppression, distributed energy storage, fire detection, industrial refrigeration, building automation and controls, digital solutions, residential and smart home security, and retail solutions, among others.

NA79.10

Samsung

Samsung Electronics Co. Ltd

Korean Exchange

Samsung Electronics Co Ltd is a manufacturer of consumer electronics, information technology and mobile communications, and device solutions. The company’s product portfolio includes televisions, refrigerators, washing machines, air conditioners, medical devices, printers, monitors, computers, network systems, and digital cameras. It also manufactures LCD and LED panels, mobile phones and smartphones, tablets, and related accessories. Samsung provides solutions to retail, hospitality, healthcare institutions, finance, education, transportation, and government sectors.

~~287~~408.4652

Whirlpool

Whirlpool Corp

New York Stock Exchange

Whirlpool Corp is a designer, manufacturer, and supplier of home and kitchen appliances. Its product portfolio includes laundry appliances, refrigerators and freezers, cooking appliances, dishwashers, mixers, washing machines, air conditioners, heating and cooling products, water filters, and other portable household appliances.

54.6500

Sharp

Sharp Corp

Tokyo Stock Exchange

Sharp Corp (Sharp) designs, develops, and markets digital information equipment, health and environmental equipment, energy, and business solutions. The company’s major products include refrigerators, microwave ovens, electric fans, beauty appliances, LED lights, air conditioners, washing machines, televisions, projectors, mobile phones, tablets, calculators, telephones, thin-film solar cells, solar cells, and storage battery. It also provides sensors, office solutions, humidifiers, dehumidifiers, business projectors, information displays, options and consumables, software, and ultrasonic cleaners. The company serves to original equipment manufacturers, electronics industries, solar industries, and household customers.

43.2646

⁽¹⁾Source: https://finance.yahoo.com/

⁽²⁾Source: https://www.globaldata.com/

(3) Source: https://finance.yahoo.com/ ~~Bloomberg~~ (as5 atNovember 222025); ~~Oct~~foreign ~~2024~~exchange rate: https://www.oanda.com/currency-converter/en/ (7 November 2025)

⁽⁴⁾Source: Bloomberg, Valuer’s estimates, Financial year ended 31 December 2023

⁽⁵⁾Financial year ended 31 March 2024

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Intellectual Property

As reflected in the table below, we currently have registered trademarks, several patents or pending patents for our proprietary drone, sensor and software technologies filed in the United States and certain jurisdictions abroad. As of November 277, ~~2024~~2025, our trademark portfolio includes granted patent or utility model/ patent or utility model pending in various countries and stages. We also consider our manufacturing processes to be trade secrets and have non-disclosure agreements with current employees and business partners to protect those and other trade secrets held by the Company. Risks related to the protection and exploitation of IP rights are set forth in “Risk Factors.”

Trademarks
Mark	Country	Application No.	Filing Date	Status
	Malaysia	TM2021004997	24.02.2021	Registered
	Singapore	40202113590Q	09.06.2021	Registered
QCOV	Malaysia	TM2021004999	24.02.2021	Registered
	Singapore	40202113589T	09.06.2021	Registered
	Malaysia	TM2021025558	14.09.2021	Registered
	Malaysia	TM2021018495	07.07.2021	Registered
	Malaysia	TM2021012892	04.05.2021	Registered
EvoAir	Malaysia	TM2021002685	29.01.2021	Registered
We Cha	Malaysia	TM2020000453	09.01.2020	Registered
回球	Malaysia	TM2020000455	09.01.2020	Registered
回球	China	43752514	13.01.2020	Registered
	Malaysia	2017076420	27.12.2017	~~Pending Publication~~Registered
	Malaysia	TM2020007202	20.04.2020	Registered
	Singapore	40202022969Y	02.11.2020	Registered

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Grated Patents or Utility Models and Pending Patents or Utility Models
Invention Name	Country Code	Status	Application No.	Filing Date	Publication No.	Publication Date
Condensing Unit (E-coil)	Malaysia	Granted	UI2019003217	04.06.2019	-	04.12.2020
Condensing Unit (E-coil)	PCT	Completed	PCT/MY2020/050038	30.06.2020	WO/2020/246871	10.12.2020
Condensing Unit (E-coil)	Thailand	Granted	2103003569	03.12.2021	20596	23.12.2022
Condensing Unit (E-coil)	Philippines	~~Pending Certificate~~Granted	22021550009	02.12.2021	N/A	11.03.2022
Condensing Unit (E-coil)	Vietnam	~~Pending Certificate~~Granted	2-2021-00562	1703.1206.~~2021~~2020	~~N/A~~3736	N/A
Condensing Unit (E-pad)	PCT	Completed	PCT/MY2020/050070	18.08.2020	WO/2021/034185	25.02.2021
Condensing Unit (E-pad)	Thailand	Granted	2203000456	21.02.2022	-23625	-09.05.2024
Condensing Unit (E-pad)	Vietnam	~~Pending~~Granted	2-2022-00092	08.03.2022	~~5467 A~~3737	25/05/2022
Condensing Unit (E-ball 1)	Malaysia	Granted	PI2019007957	31.12.2019	MY-201420-A	21.02.2024
Condensing Unit (E-ball 1)	PCT	Completed	PCT/MY2020/050207	29.12.2020	WO/2021/137695	08/07/2021
Condensing Unit (E-ball 1)	Thailand	Granted	2203001623	29.06.2022	22097	14.07.2023
Condensing Unit (E-ball 1)	Vietnam	Granted	2-2022-00320	22.07.2022	~~5633 A~~3820	26.09.2022
Condensing Unit (E-ball 1)	China	Granted	202090001025.2	30.06.2022	CN 218846310 U	11.04.2023
Condensing Unit (E-ball 1)	Japan	Granted	2022-600153	29.06.2022	~~N/A~~3240103	~~N/A~~30.11.2022
Condensing Unit (E-ball 2)	Malaysia	~~Pending~~Granted	~~PI2020006990~~UI2020006990	23.12.2020	N/A	23.06.2022
Condensing Unit (E-ball 2)	PCT	Completed	PCT/MY2021/050119	14.12.2021	WO/2022/139572	30.06.2022
Condensing Unit (E-ball 2)	Taiwan	Granted	110148426	23.12.2021	-I831104	-01.02.2024
Condensing Unit (E-ball 2)	China	Granted	202190000952.7	21.06.2023	ZL 202190000952.7	26.12.2023
Condensing Unit (E-ball 2)	Thailand	Granted	2303001671	21.06.2023	24046	04.07.2024
Condensing Unit (E-ball 2)	Philippines	~~Pending~~Granted	22023550013	20.06.2023	-	-25.09.2024
Condensing Unit (E-ball 2)	Japan	Granted	2023-600140	22.06.2023	3244796	21.11.2023
Condensing Unit (E-ball 2)	UAE	Pending	P6001550/2023	19.06.2023	-	-
Condensing Unit (E-ball 2)	Saudi Arabia	Pending	523441275	18.06.2023	-	-
Condensing Unit (E-ball 2)	Cambodia	Pending	KH/UM/2023/00003	19.06.2023	-	-
Condensing Unit (E-ball 2)	Singapore	Pending	11202304828V	21.06.2023	-	-
Condensing Unit (E-ball 2)	USA	~~Pending~~Granted	18/258,525	20.06.2023	-US 2024/032084 A1	-12.09.2024
Condensing Unit (E-ball 2)	Australia	Pending	2021409614	15.07.2023	-	-
Condensing Unit (E-ball 2)	Republic of Korea	Pending	10-2023-7024626	18.07.2023	-	-
Condensing Unit (E-ball 2)	Indonesia	Pending	P00202306541	20.07.2023	-	-
Condensing Unit (E-ball 2)	Vietnam	Pending	2-2023-00377	17.07.2023	-	-
Condensing Unit (E-ball 2)	UK	Granted	2310921.8	17.07.2023	GB2617967	25.10.2023
Condensing Unit (E-ball 2)	India	Pending	202347048973	20.07.2023	-	-
Portable Air Cooler	Malaysia	~~Pending~~Granted	PI 2017704572	28.11.2017	N/MY-205723-A	28.05.2019
Portable Air Cooler	PCT	Completed	PCT/MY2018/050076	15.11.2018	WO/2019/108053	06.06.2019
Portable Air Cooler	Thailand	Pending	2001002798	15.11.2018	2001002798A	09.01.2023
System Heating and Cooling Air	Malaysia	Granted	UI2020003656	15.07.2020	MY-204298-A	15.01.2022
A new type of air conditioner outdoor unit	China	Granted	2022200638879	07.01.2022	CN216667840U	03.06.2022
Water pump bracket and air conditioner with the water pump bracket	China	Granted	2022200416765	07.01.2022	CN216665887U	03.06.2022
A water curtain structure	China	Granted	2022200417471	07.01.2022	CN216667874U	03.06.2022
A fan air guide frame assembly	China	Granted	2022200452850	07.01.2022	CN216667843U	2022.06.03
An air conditioner	China	Granted	2021233235910	25.12.2021	CN216620015U	27.05.2022
A water distributor damping groove and an air conditioner having the water distributor damping groove	China	Granted	2021233235696	25.12.2021	CN216620215U	27.05.2022
Wind board device	China	Granted	2021233216873	25.12.2021	CN216620075U	27.05.2022
A water tank structure	China	Granted	2021233215851	25.12.2021	CN216620214U	27.05.2022
Air conditioner outdoor unit	China	Granted	2021308587838	25.12.2021	CN307226419S	01.04.2022

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Employees

As of November 277, ~~2024~~2025, the Group has approximately 24 employees, 22 of whom are full-time employees and 2 of whom are part-time located in Malaysia, Singapore and China.

Function	Number of Full-Time Employees	Office
Senior Management	4	Malaysia, Singapore, China
Finance and Accounting	4	Malaysia, China
Sales & Marketing	75	Malaysia
Human Resources & Administrative	23	Malaysia
Production & Operation	56	Malaysia, China
Research & Development	12	Malaysia
Corporate Affairs & Investor Relationship	1	Malaysia

Principal Executive Offices

Our principal executive office is located at 31-A2, Jalan 5/32A, 6 ½ Miles off Jalan Kepong, 52000 Kuala Lumpur, Malaysia. We also have an office located in Cambodia located at R01 of House No 62Z Street 274, Village 04, Sangkat Tonle Basak, Khan Chamkamorn, Phnom Pehnh, Cambodia and an office located in China at Shunde Western Ecological Industry Startup Zone D-08-01 (Foshan City, Shunde District, Xingtan Town, Depin Road no.1, Level 3).

ITEM 1A.

RISK FACTORS

Risks Related to Our Business and Industry

If we are unable to continue to innovate, meet evolving market trends, adapt to changing customer demands and maintain our culture of innovation, our ability to sustain and grow our business may suffer.

The ongoing success of our business depends on our ability to continue to introduce innovative eco-friendly HVAC products to meet evolving market trends and satisfy changing customer demands. We must continue to adapt by innovating, improving our products and modifying our strategies, which could cause us to incur substantial costs. We may not be able to continue to innovate or adapt to changing market and customer needs in a timely and cost-effective manner, if at all. This could adversely impact our ability to expand our ecosystem and grow our business. Failure to develop new products to meet evolving market demands through innovation could cause us to lose current and potential customers and harm our operating results and financial condition.

In addition, we may not be able to maintain our culture of innovation, which has been critical to our success and has helped us create value for our shareholders, succeed as a leader in eco-friendly HVAC products, attract, retain and motivate employees and other ecosystem participants. Among other challenges, we may not be able to identify and promote people into leadership positions who share our culture and also focus on technology and innovation. Competitive pressure may also cause us to move in directions that may divert us from our mission, vision and values. If we cannot maintain our culture of innovation, our long-term business prospects could be materially and adversely affected.

We operate in a competitive industry, and if we fail to compete effectively, our business could suffer.

The air-conditioning and air purifying industry in Asia is highly competitive. Competition in our HVAC products includes several multinational, regional and local companies, the largest players of which include Daikin Industries, Gree Electric, Trane Technologies, Johnson Controls, Lennox International, Midea Group and Mitsubishi Electric. Sales depend on price, product availability, delivery schedule, product performance, product line breadth, brand reputation, design, technical expertise and service. In addition to established players, we face competition from new market entrants. Increased competition may lead to a loss of market share, increased difficulty in launching new service offerings, reduction in revenue or increase in loss, any one of which could harm our business, financial condition and results of operations.

In certain of our businesses, our contracts are typically awarded on a competitive basis. Our bids are based upon, among other factors, the cost to timely provide the products and services. To generate an acceptable return, we must accurately estimate our costs and schedule. If we fail to do so, the profitability of contracts may be materially and adversely affected – including because some of our contracts provide for liquidated damages if we do not perform on time – which could have a material adverse effect on our competitive position, results of operations, cash flows or financial condition.

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If we are unable to create brand influence, we may not be able to maintain current or attract new users and customers for our products.

Our operational and financial performance is highly dependent on the strength of our brand. We believe brand familiarity and preference will continue to have a significant role in winning over customers. In order to further expand our customer base, we may need to substantially increase our marketing expenditures to enhance brand awareness through various online and offline means. Moreover, negative coverage in the media of our company could threaten the perception of our brand, and we cannot assure you that we will be able to defuse negative press coverage about our company to the satisfaction of our investors, customers and suppliers. If we are unable to defuse negative press coverage about our company, our brand may suffer in the marketplace, our operational and financial performance may be negatively impacted.

Currently, we sell our products, under our various product line brands, to domestic customers in Malaysia and to overseas customers. However, while the management does not consider the likelihood to be high, if our competitors initiate a lawsuit against us for infringing their trademarks, we may be forced to adopt a new brand name for our products. As a result, we may incur additional marketing costs to raise awareness of such new brand name. We may also be ordered to pay a significant amount of damages, and our business, results of operations and financial condition could be materially and adversely affected. We operate in a competitive environment and our profitability and competitive position depend on our ability to accurately estimate the costs and timing of providing our products and services.

Climate change and regulations associated with climate change could adversely affect our business.

The effects of climate change, including extreme weather conditions, create financial risks to our business. The effects of climate change could disrupt our operations by impacting the availability and cost of materials and by increasing insurance and other operating costs. The effects of climate change also may impact our decisions to construct new facilities or maintain existing facilities in the areas most prone to physical risks, which could similarly increase our operating and material costs. We could also face indirect financial risks passing through the supply chain that could result in higher prices for our products and the resources needed to produce them.

There is a general consensus that greenhouse gas emissions are linked to climate change, and that these emissions must be reduced dramatically to avert its worst effects. As a result, increased public awareness and concern about climate change will likely continue to (1) generate more international, regional and/or national concerns and result in the implementation of further requirements and restrictions at international, regional and/or national level to curtail the use of high global warming potential refrigerants (which are essential to many of our products); (2) encourage increase in building energy efficiency; and (3) cause a shift away from the use of fossil fuels as an energy source. While our products are focused on being eco-friendly, these requirements may render some of the existing technology, particularly some of our products that require refrigerant use, non-compliant or obsolete. While we continue to be committed to developing eco-friendly sustainable solutions for our products, there can be no assurance that our development efforts will be successful, that our products will be accepted by the market, that proposed regulations or deregulation will not have an adverse effect on our competitive position, or that economic returns will reflect our investments in new product development.

The inconsistent international, regional and/or national requirements associated with climate change regulations also create economic and regulatory uncertainty. There is also regulatory and budgetary uncertainty associated with government incentives, which, if discontinued, could adversely impact the demand for energy-efficient buildings and could increase costs of compliance.

Our business and financial performance depend on continued and substantial investments in our information technology infrastructure, which may not yield anticipated benefits and which may be vulnerable to cyber-attacks.

The efficient operation of our business requires continued and substantial investments in information technology (“IT”) infrastructure systems. The failure to design, develop and implement new IT technology infrastructure systems in an effective and timely manner or to maintain existing systems could divert management’s attention and resources. Our information systems may also become obsolete because of inadequate investments, requiring an unplanned transition to a new platform that could be time consuming, costly, and damaging to our competitive position and could require additional management attention. Repeated or prolonged interruptions of service because of poor execution, inadequate investments or obsolescence could have a significant adverse impact on our reputation and our ability to sell products and services.

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In addition, our business may be impacted by disruptions to our or third-party IT infrastructure, which could result from (among other causes) cyber-attacks, infrastructure failures or compromises to our physical security. Cyber-based risks are evolving and include attacks: (i) on our IT infrastructure (ii) targeting the security, integrity and/or availability of hardware and software; (iii) on information installed, stored or transmitted in our products (including after the purchase of those products and when they are installed into third-party products); and (iv) on facilities or similar infrastructure. Such attacks could disrupt our systems (or those of third parties) and business operations, impact the ability of our products to work as intended or result in the unauthorized access, use, disclosure, modification, or destruction of information in violation of applicable law and/or contractual obligations. We have experienced cyber-based attacks and, due to the evolving threat landscape, may continue to experience them going forward, potentially with more frequency or severity. We continue to make investments and adopt measures to enhance our protection, detection, response and recovery capabilities, and to mitigate potential risks to our technology, products, services, operations and confidential data. However, depending on the nature, sophistication and scope of cyber-attacks, it is possible that potential vulnerabilities could go undetected for an extended period. As a result, we could potentially experience: (i) production downtimes; (ii) operational delays or other detrimental impacts on our operations; (iii) destruction or corruption of data; (iv) security breaches; (v) manipulation or improper use of our or third-party systems, networks or products; and (vi) financial losses from remedial actions, loss of business, liability, penalties, fines and/or damage to our reputation—any of which could have a material adverse effect on our competitive position, results of operations, cash flows or financial condition. Due to the evolving nature of such risks, the impact of any potential incident cannot be predicted. In addition, because of the global nature of our business, our internal systems and products must comply with applicable laws, regulations and standards in a number of jurisdictions, and government enforcement actions and violations of data privacy and cybersecurity laws could be costly or interrupt our business operations. Any disruption to our business arising from such issues, or an increase in our costs to cover these issues that is greater than what we have anticipated, could have an adverse effect on our competitive position, reputation, results of operations, cash flows or financial condition.

We depend on our intellectual property and have access to certain intellectual property and information of our customers and suppliers. Infringement of or the failure to protect that intellectual property could adversely affect our future growth and success.

The Company’s intellectual property rights are important to our business and include numerous patents, trademarks, proprietary technology, technical data, business processes and other confidential information. Although we consider our intellectual property rights in the aggregate to be valuable, we do not believe that our business is materially dependent on a single intellectual property right or any group of them. We nonetheless rely on a combination of patents, trademarks, nondisclosure agreements, customer and supplier agreements, license agreements, information technology security systems, internal controls and compliance systems and other measures to protect our intellectual property. We also rely on nondisclosure agreements, information technology security systems and other measures to protect certain customer and supplier information and intellectual property that we have in our possession or to which we have access. Our efforts to protect such intellectual property and proprietary information may not be sufficient, however.

We cannot be sure that our pending patent applications will result in the issuance of patents, that patents issued to or licensed by us in the past or in the future will not be challenged or circumvented by competitors, or that these patents will found to be valid or sufficiently broad to preclude our competitors from introducing technologies similar to those covered by our patents and patent applications.

In addition, we may be the target of competitor or other third-party patent enforcement actions seeking substantial monetary damages or seeking to prevent the sale and marketing of certain of our products. Our competitive position also may be adversely impacted by limitations on our ability to obtain possession, ownership or necessary licenses concerning data important to the development or sale of our products or service offerings, or by limitations on our ability to restrict the use by others of data related to our products or services. Any of these events or factors could subject us to judgments, penalties and significant litigation costs or temporarily or permanently disrupt our sales and marketing of the affected products or services and could have a material adverse effect on our competitive position, results of operations, cash flows or financial condition.

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We use a variety of raw materials and supplier-provided parts in our business. Significant shortages, supplier capacity constraints or production disruptions, price increases, or tariffs could increase our operating costs and adversely impact the competitive positions of our products.

Our reliance on suppliers and commodity markets to secure components and raw materials (such as copper and steel as well as INCU ionic copper solution), and on service providers to deliver our products, exposes us to volatility in the prices and availability of these materials and services. That potential volatility is particularly acute in certain instances where we depend upon a single source. Issues with suppliers (such as delivery or production disruptions, capacity constraints, quality issues, consolidations, closings or bankruptcies), price increases, raw material shortages, or the decreased availability of trucks and other delivery services could have a material adverse effect on our ability to meet our commitments to customers or increase our operating costs.

We use various strategies to lock in prices of expected purchases of certain raw materials; however, these efforts could cause us to pay higher prices for a commodity when compared with the market price at the time the commodity is actually purchased or delivered. Tariffs can also increase our costs, the impact of which is difficult to predict. However, we believe that our supply management and production practices appropriately balance the foreseeable risks and the costs of alternative practices. Nonetheless, these risks may have a material adverse effect on our competitive position, results of operations, cash flows or financial condition.

We design, manufacture and service products that incorporate advanced technologies. The introduction of new products and technologies involves risks, and we may not realize the degree or timing of benefits initially anticipated.

Our future success depends on designing, developing, producing, selling and supporting innovative products that incorporate advanced technologies. The regulations applicable to our products, as well as our customers’ product and service needs, change from time to time. Moreover, regulatory changes may render our products and technologies non-compliant. Our ability to realize the anticipated benefits of our technological advancements or product improvements – including those associated with regulatory changes – depends on a variety of factors, including: meeting development, production, and regulatory approval schedules; meeting performance plans and expectations; the availability of raw materials and parts; our suppliers’ performance; the hiring, training and deployment of qualified personnel; achieving efficiencies; identifying emerging regulatory and technological trends; validating innovative technologies; the level of customer interest in new technologies and products; and the costs and customer acceptance of our new or improved products.

Failure to achieve and maintain a high level of product and service quality could damage our reputation with customers and negatively impact our results.

Product and service quality issues could harm customer confidence in our company and our brands. If certain of our product offerings do not meet applicable safety standards or our customers’ expectations regarding safety or quality, we can experience lost sales and increased costs and we can and have been exposed to legal, financial and reputational risks. Actual, potential or perceived product safety concerns could expose us to litigation as well as government enforcement actions, which has also occurred in certain instances. In addition, when our products fail to perform as expected, we are exposed to warranty, product liability claims, personal injury and other claims.

We maintain strict quality controls and procedures. However, we cannot be certain that these controls and procedures will reveal defects in our products or their raw materials, which may not become apparent until after the products have been placed in use in the market. Accordingly, there is a risk that products will have defects, which could require a product recall. Product recalls can be expensive to implement, and may damage our reputation, customer relationships and market share.

In many jurisdictions, product liability claims are not limited to any specified amount of recovery. If any such claims or contribution requests or requirements exceed our available insurance or if there is a product recall, there could be an adverse impact on our results of operations. In addition, a recall or claim could require us to review our entire product portfolio to assess whether similar issues are present in other products, which could result in a significant disruption to our business and which could have a further adverse impact on our business, financial condition, results of operations and cash flows. There can be no assurance that we will not experience any material warranty or product liability claim losses in the future, that we will not incur significant costs to defend such claims or that we will have adequate reserves to cover any recalls, repair and replacement costs.

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We are subject to litigation, environmental, and other legal and compliance risks.

We are subject to a variety of litigation, legal and compliance risks. These risks relate to, among other things, personal injuries, intellectual property rights, contract-related claims, taxes, environmental matters, employee health and safety, competition laws and laws governing improper business practices. If found responsible in connection with such matters, we could be subject to significant fines, penalties, repayments and other damages (in certain cases, treble damages), and experience reputational harm.

On October 8, 2021, a filing (the “Filing”) was made with the Kuala Lumpur High Court by a reseller (the “Reseller”) of the Company’s INCU ionic nano copper solution (the “Solution”) and the Reseller’s related party (together with the Reseller, the “Plaintiffs”). The Reseller was authorized by WKL Eco Earth as its sole distributor of the Solution (the “WKL Distributor”) to resell the Solution together with a diffuser with a capacity of not more than 1000ml through a tripartite agreement (the “Tripartite Agreement”) entered into between (a) the Reseller, (b) the WKL Distributor and (c) a solution packaging company (the “Packaging Company”). WKL Eco Earth was not a party to the Tripartite Agreement and did not directly authorize or engage the Reseller in the resale of the Solution. In the Filing, the Plaintiffs claimed against (i) WKL Eco Earth; (ii) Dr. Low; (iii) Chan Kok Wei, (iv) the Packaging Company and (v) two directors of the Packaging Company for loss and damages arising from an alleged breach of contract, defamation and tort of inducement. The Plaintiffs also alleged that pursuant to the Tripartite Agreement, WKL Eco Earth was prohibited from selling the Solution to any party other than the WKL Distributor, and that the Tripartite Agreement allowed for the resale of the Solution by the Plaintiffs without limitation, the Plaintiffs were not confined in their resale of the Solution to a product consisting of a diffuser with a capacity of not more than 1000ml. The Company believes the claims are without merit and will defend itself against the claims.

On April 9, 2024, a notice of withdrawal was filed with the Kuala Lumpur High Court, whereby it was agreed upon both the Reseller and the Company that the Reseller withdraws their claims in the Filing without liberty to file afresh and with no order as to costs, and that the Company withdraws its counterclaim against the Reseller without liberty to file afresh and with no order as to costs.

As a global business, we are subject to complex laws and regulations in Malaysia. and other countries in which we operate. Those laws and regulations may be interpreted in different ways. They may also change from time to time, as may related interpretations and other guidance. Changes in laws or regulations could result in higher expenses. Uncertainty relating to laws or regulations may also affect how we operate, structure our investments and enforce our rights.

Changes in environmental and climate change related-laws could require additional investments in product designs, which may be more expensive or difficult to manufacture, qualify and sell and/or may involve additional product safety risks and could increase environmental compliance expenditures.

At times we are involved in disputes with private parties over environmental issues, including litigation over the allocation of cleanup costs, alleged personal injuries and property damage. Existing and future asbestos-related claims could adversely affect our financial condition, results of operations and cash flow. Personal injury lawsuits may involve individual and purported class actions alleging that contaminants originating from our current or former products or operating facilities caused or contributed to medical conditions. Property damage lawsuits may involve claims relating to environmental damage or diminution of real estate values. Even in litigation where we believe our liability is remote, there is a risk that a negative finding or decision could have a material adverse effect on our competitive position, results of operations, cash flows or financial condition, in particular with respect to environmental claims in regions where we have, or previously had, significant operations or where certain of our products have been manufactured and used.

Our failure to comply with anti-corruption laws and regulations, or effectively manage our employees, customers and business partners, could severely damage our reputation, and materially and adversely affect our business, financial condition, results of operations and prospects.

We are subject to risks in relation to actions taken by us, our employees, third-party customers or third-party suppliers that constitute violations of the anti-corruption laws and regulations. While we adopt strict internal procedures and work closely with relevant government agencies to ensure compliance of our business operations with relevant laws and regulations, our efforts may not be sufficient to ensure that we comply with relevant laws and regulations at all times. If we, our employees, third-party customers or third-party suppliers violate these laws, rules or regulations, we could be subject to fines and/or other penalties. Actions by Malaysia regulatory authorities or the courts to provide an alternative interpretation of the laws and regulations or to adopt additional anti-bribery or anti-corruption related regulations could also require us to make changes to our operations. Our reputation, corporate image, and business operations may be materially and adversely affected if we fail to comply with these measures or become the target of any negative publicity as a result of actions taken by us, our employees, third-party customers or third-party suppliers.

Our business depends on the continued contributions made by Low Wai Koon (“Dr. Low”), as our founder, chief executive officer, chief operating officer and chairman of the board, the loss of who may result in a severe impediment to our business, results of operation and financial condition.

Our success is dependent upon the continued contributions made by founder, chief executive officer, ~~chief operating officer~~ and chairman of the board, Dr. Low. We rely on his expertise in business operations when we are developing our business. We have no “Key Man” insurance to cover the resulting losses in the event that Dr. Low should die or resign. In order to mitigate this risk, the Group has continued to invest in its personnel training as well as investment into its research and development department.

However, if Dr. Low cannot serve the Company or is no longer willing to do so, the Company may not be able to find alternatives in a timely manner or at all. This would likely result in severe damage to our business operations and would have an adverse material impact on our financial position and operating results. To sustain our operations, the Company may have to recruit and train replacement personnel at a higher cost. In addition, if Dr. Low joins our competitors or develops similar businesses that are in competition with our Company, our business, results of operation and financial conditions may also be negatively impacted.

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Risks Related to Doing Business in Malaysia

Developments in the social, political, regulatory and economic environment in Malaysia may have a material adverse impact on us.

Our business, prospects, financial condition and results of operations may be adversely affected by social, political, regulatory and economic developments in Malaysia. Such political and economic uncertainties include, but are not limited to, the risks of war, terrorism, nationalism, nullification of contract, changes in interest rates, imposition of capital controls and methods of taxation.

According to Economy Outlook ~~2024~~2025 from Ministry of Finance Malaysia, the global ~~growth~~economy isremains ~~projected~~engulfed ~~to moderate~~ in ~~2023~~a complex and ~~2024~~challenging ~~following~~environment. ~~slow~~While ~~growth in~~inflation ~~advanced~~is ~~economies;~~gradually ~~volatile~~receding and ~~financial market due to tightening~~ monetary policy; ~~prolonged~~begins ~~geopolitical~~to ~~tensions;~~loosen, ~~and~~significant ~~increasing~~uncertainties ~~climatic changes~~persist. ~~Nevertheless~~The recovery, ~~inflation~~while ~~continues~~progressing, tois ~~soften~~fraught aswith ~~markets~~risks ~~head~~from ~~towards~~global instabilities ~~supply~~and ~~chain~~external ~~stabilisation. In addition~~shocks, ~~world~~raising ~~trade~~concerns ~~is projected~~that tounderlying ~~moderate~~economic invulnerabilities ~~2023~~may indeepen, ~~line~~despite ~~with~~the ~~weaker~~emerging ~~global~~signs ~~demand~~of temporary relief. ~~However,~~Unfolding ~~global~~of ~~trade~~geopolitical isuncertainties ~~expected to increase~~ in ~~2024~~Europe inand ~~tandem~~the ~~with improved~~Middle ~~trade activity in advanced economies~~East, ~~and~~may ~~emerging~~also ~~market~~threaten ~~and~~economic ~~developing~~equilibrium. ~~economies~~Any ~~(“EMDEs”).~~negative impact Inon the ~~case~~economy of Malaysia, ~~the~~ ~~economy~~as ~~continued~~well toas ~~expand~~global ~~amid~~economy ~~these~~as ~~persistent~~a ~~challenges~~whole, may in ~~the~~turn ~~external~~negatively ~~environment.~~impact ~~During~~our ~~the~~performance, ~~first~~and ~~half~~result ofin a ~~2023,~~substantial ~~GDP~~in ~~posted~~ a ~~growth~~partial ofor ~~4.2%~~entire ~~supported~~loss byof ~~resilient~~an ~~domestic~~investment ~~demand,~~ in ~~particular~~our ~~private expenditure~~Company.

Recent updates confirm Malaysia’s resilience, with the World Bank revising its 2024 GDP growth forecast to 4.9%, up from 4.3%. This growth is driven by strong domestic demand, trade recovery, and policy initiatives like the National Energy Transition Roadmap (NETR) and New Industrial Master Plan 2030 (NIMP 2030). Malaysia’s GDP growth reached 5.1% in the first half of 2024, a marked improvement from 4.1% in first half of 2023. This growth has put Malaysia on track to achieve a full-year growth rate in the range of 4.8% to 5.3%, surpassing earlier projections of 4% to 5%. The economy exceeded expectations with first-half growth of 5.1% in 2024, reflecting robust private spending and export recovery.

(source: https://documents.worldbank.org/en/publication/documents-reports/documentdetail/099100924041013169/p506961179149705518d2e155d032837a3f#:~:text=In%202024%2C%20the%20economy%20is,previous%20forecast%20in%20April... )

(source: https://www.mof.gov.my/portal/en/news/press-release/economic-growth-trumps-expectations-for-two-straight-quarters-in-2024?highlight=WzIwMjVd )

On March 11, 2020, the World Health Organization or WHO declared the corona virus or COVID-19 a pandemic. To help counter the transmission of COVID-19, from March 18, 2020 to April 26, 2022, the government of Malaysia initiated Movement Control Orders (“MCO”). The MCO had resulted in quarantines, travel restrictions, and the temporary closure of stores and facilities in Malaysia. Conditional Movement Control Orders were introduced where most business sectors were allowed to operate under strict rules and Standard Operating Procedures mandated by the government of Malaysia, followed by Recovery Movement Control Orders. At the height of the pandemic, on January 12, 2021, the Malaysian government even declared a state of emergency nationwide to combat COVID-19. On April 1, 2022, the Malaysian government announced the country had begun transitioning into the endemic phase with further easing of restrictions. We are witnessing the adverse impact on the purchasing power of consumers in Malaysia, where our products are mainly sold as a direct result of the prolonged pandemic. As such, the extent to which the coronavirus may continue to adversely impact the Malaysian economy is uncertain. In the event that the Malaysia economy suffers, demand for our products may diminish, which would in turn result in our profitability. This could in turn result in a substantial need for restructuring of our business objectives and could result in a partial or entire loss of an investment in our Company.

We are subject to foreign exchange control policies in Malaysia.

The ability of our subsidiaries to pay dividends or make other payments to us may be restricted by the foreign exchange control policies in the countries where we operate. For example, there are foreign exchange policies in Malaysia which support the monitoring of capital flows into and out of the country in order to preserve its financial and economic stability. The foreign exchange policies are administered by the Foreign Exchange Administration, an arm of Bank Negara Malaysia (“BNM”), the central bank of Malaysia. The foreign exchange policies monitor and regulate both residents and non-residents. Under the current Foreign Exchange Administration rules issued by BNM, non-residents are free to repatriate any amount of funds from Malaysia in foreign currency other than the currency of Israel at any time (subject to limited exceptions), including capital, divestment proceeds, profits, dividends, rental, fees and interest arising from investment in Malaysia, subject to any withholding tax. In the event BNM or any other country where we operate introduces any restrictions in the future, we may be affected in our ability to repatriate dividends or other payments from our subsidiaries in Malaysia or in such other countries. Since we are a holding company and rely principally on dividends and other payments from our subsidiaries for our cash requirements, any restrictions on such dividends or other payments could materially and adversely affect our liquidity, financial condition and results of operation.

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Many of the economies in Asia, including ~~Singapore~~Malaysia, are experiencing substantial inflationary pressures which may prompt the governments to take action to control the growth of the economy and inflation that could lead to a significant decrease in our profitability in the future.

While many of the economies in Asia have experienced rapid growth over the last two decades, they currently are experiencing inflationary pressures. AsHeadline ~~governments take steps to address the current inflationary pressures~~inflation, ~~there~~as ~~may~~measured beby ~~significant changes in~~ the ~~availability~~Consumer ofPrice ~~bank credit,~~Index ~~interest rate increases~~(“CPI”), ~~limitations~~eased onto ~~loans,~~an oraverage ~~restrictions on currency conversions and foreign investment. There also may be imposition~~ of ~~price controls~~1.8% Ifin ~~prices for~~ the ~~products~~first weeight ~~source~~months of or2024, ifdown ~~wages~~from ~~rise~~2.8% atover ~~a rate that is insufficient to compensate for~~ the ~~rise~~same period in ~~these costs~~2023, itfollowing ~~may~~favourable ~~have~~cost anenvironment ~~adverse~~and ~~effect~~sustained ~~on our profitability~~demand. IfHeadline ~~these or other similar restrictions are imposed by a~~inflation ~~government~~is toprojected ~~influence the economy, it may lead~~ to aremain ~~slowing~~manageable offor ~~economic~~2025 ~~growth.~~and ~~Singapore’s~~is ~~core~~expected ~~inflation~~to ~~declined~~range tobetween 2.1.5% onand ~~a year-on-year (y-o-y) basis in October 2024, compared to~~ 2.85%, inwith ~~September~~inflation ~~2024.~~projected ~~This~~close ~~was due~~ to aits ~~moderation in services, electricity & gas, and retail~~long-term &average ~~other~~of ~~goods~~approximately ~~inflation~~2%. ~~CPI~~ (~~consumer~~source: ~~price~~Economic ~~index)—All~~Outlook ~~Items inflation eased to 1.4% year-over-year in October 2024~~2025, ~~from~~Ministry ~~2.0%~~of inFinance ~~September 2024.~~Malaysia)

(source: https://www.mas.gov.sg/-/media/mas-media-library/news/consumer-price-developments/2024/inflation202410.pdf

While this inflationary trend will result in higher operational costs, we believe that this also strengthens our value proposition by emphasizing potential savings to customers through improved productivity and workflow efficiency derived from our technology solutions. To mitigate inflationary pressures, we will regularly review our pricing structure to ensure sustainable profitability.

As governments take steps to address the current inflationary pressures, there may be significant changes in the availability of bank credit, interest rate increases, limitations on loans, or restrictions on currency conversions and foreign investment. There also may be imposition of price controls. If these or other similar restrictions are imposed by a government to influence the economy, it may lead to a slowing of economic growth. If prices for the products we source or if wages rise at a rate that is insufficient to compensate for the rise in these costs, it may have an adverse effect on our profitability, and result in a substantial in a partial or entire loss of an investment in our Company.

Unauthorized disclosure, destruction or modification of data, through cybersecurity breaches, computer viruses or otherwise or disruption of our services could expose us to liability, protracted and costly litigation and damage our reputation.

Our business involves the collection, storage, processing and transmission of customers’ business data. An increasing number of organizations, including large merchants and businesses, other large technology companies, financial institutions and government institutions, have disclosed breaches of their information technology, or IT, systems, some of which have involved sophisticated and highly targeted cybersecurity attacks, including on portions of their websites or infrastructure. We may also be subjected to breaches of cybersecurity by hackers. Threats may derive from human error, fraud or malice on the part of employees or third parties, or may result from accidental technological failure. Concerns about cybersecurity are increased when we transmit information. Electronic transmissions can also be subjected to cybersecurity attacks, interception or loss. Also, computer viruses and malware can be distributed and spread rapidly over the internet and could infiltrate our systems or those of our associated participants, which can impact the confidentiality, integrity and availability of information, and the integrity and availability of our products, services and systems, among other effects. Denial of service or other cybersecurity attacks could be targeted against us for a variety of purposes, including interfering with our products and services or creating a diversion for other malicious activities. These types of actions and attacks could disrupt our delivery of products and services or make them unavailable, which could damage our reputation, force us to incur significant expenses in remediating the resulting impacts, expose us to uninsured liabilities, subject us to lawsuits, fines or sanctions, distract our management or increase our costs of doing business.

Our encryption of data and other protective measures may not prevent unauthorized access or use of sensitive data. A breach of our system or that of one of our associated participants may subject us to material losses or liability. A misuse of such data or a cybersecurity breach could harm our reputation and deter customers from using our products and services, thus reducing our revenue. In addition, any such misuse or breach could cause us to incur costs to correct the breaches or failures, expose us to uninsured liabilities, increase our risk of regulatory scrutiny, subject us to lawsuits, result in the imposition of material penalties and fines under applying laws or regulations.

We cannot assure that there are written agreements in place with every associated participant or that such written agreements will prevent the unauthorized use, modification, destruction or disclosure of data or enable us or our customers to obtain reimbursement in the event we should suffer incidents resulting in unauthorized use, modification, destruction or disclosure of data. Any unauthorized use, modification, destruction or disclosure of data could result in protracted and costly litigation, which could have a material and adverse effect on our business, financial condition and results of operations.

Cybersecurity attack incidents are increasing in frequency and evolving in nature and include, but are not limited to, installation of malicious software, unauthorized access to data and other electronic security breaches that could lead to disruptions in systems, unauthorized release of confidential or otherwise protected information and the corruption of data. Given the unpredictability of the timing, nature and scope of information technology disruptions, there can be no assurance that the procedures and controls we employ will be sufficient to prevent security breaches from occurring and we could be subject to manipulation or improper use of our systems and networks or financial losses from remedial actions, any of which could have a material and adverse effect on our business, financial condition and results of operations.

Risks Related to Intellectual Property

If we are not able to adequately protect our proprietary intellectual property and information, and protect against third party claims that we are infringing on their intellectual property rights, our results of operations could be adversely affected.

The value of our business depends in part on our ability to protect our intellectual property including our patents applications and trademarks, as well as our customer, employee, and customer data. Third parties may try to challenge our ownership of our intellectual property in Asia and around the world. In addition, intellectual property rights and protections in Malaysia may be insufficient to protect material intellectual property rights. Further, our business is subject to the risk of third parties counterfeiting our products or infringing on our intellectual property rights. The steps we have taken may not prevent unauthorized use of our intellectual property. We may need to resort to litigation to protect our intellectual property rights, which could result in substantial costs and diversion of resources. If we fail to protect our proprietary intellectual property and information, including with respect to any successful challenge to our ownership of intellectual property or material infringements of our intellectual property, this failure could have a significant adverse effect on our business, financial condition, and results of operations.

If we are unable to adequately protect our intellectual property rights, or if we are accused of infringing on the intellectual property rights of others, our competitive position could be harmed or we could be required to incur significant expenses to enforce or defend our rights.

Our commercial success will depend in part on our success in obtaining and maintaining patents, copyrights, trademarks, trade secrets and other intellectual property rights in Malaysia and elsewhere and protecting our proprietary technology. If we do not adequately protect our intellectual property and proprietary technology, competitors may be able to use our technologies or the goodwill we have acquired in the marketplace and erode or negate any competitive advantage we may have, which could harm our business and ability to achieve profitability.

We cannot provide any assurances that any of our pending patent applications that mature into issued patents will include a scope sufficient to protect our products, any additional features we develop for our products or any new products. Other parties may have developed technologies that may be related or competitive to our system, may have filed or may file patent applications and may have received or may receive patents that overlap or conflict with our patent applications, either by claiming the same methods or devices or by claiming subject matter that could dominate our patent position. Our patent position may involve complex legal and factual questions, and, therefore, the scope, validity and enforceability of any patent claims that we may obtain cannot be predicted with certainty. Patents, if issued, may be challenged, deemed unenforceable, invalidated or circumvented. Proceedings challenging our patents could result in either loss of the patent or denial of the patent application or loss or reduction in the scope of one or more of the claims of the patent or patent application. In addition, such proceedings may be costly. Thus, any patents that we may own may not provide any protection against competitors. Furthermore, an adverse decision in an interference proceeding can result in a third party receiving the patent right sought by us, which in turn could affect our ability to commercialize our products.

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Though an issued patent is presumed valid and enforceable, its issuance is not conclusive as to its validity or its enforceability and it may not provide us with adequate proprietary protection or competitive advantages against competitors with similar products. Competitors could purchase our products and attempt to replicate some or all of the competitive advantages we derive from our development efforts, willfully infringe our intellectual property rights, design around our patents, or develop and obtain patent protection for more effective technologies, designs or methods.

We may be unable to prevent the unauthorized disclosure or use of our technical knowledge or trade secrets by consultants, suppliers, vendors, former employees and current employees.

Our ability to enforce our patent rights depends on our ability to detect infringement. It may be difficult to detect infringers who do not advertise the components that are used in their products. Moreover, it may be difficult or impossible to obtain evidence of infringement in a competitor’s or potential competitor’s product. We may not prevail in any lawsuits that we initiate and the damages or other remedies awarded if we were to prevail may not be commercially meaningful.

In addition, proceedings to enforce or defend our patents could put our patents at risk of being invalidated, held unenforceable or interpreted narrowly. Such proceedings could also provoke third parties to assert claims against us, including that some or all of the claims in one or more of our patents are invalid or otherwise unenforceable. If any of our patents covering our products are invalidated or found unenforceable, or if a court found that valid, enforceable patents held by third parties covered one or more of our products, our competitive position could be harmed or we could be required to incur significant expenses to enforce or defend our rights.

The degree of future protection for our proprietary rights is uncertain, and we cannot ensure that:

● any of our pending patent applications, if issued, will include claims having a scope sufficient to protect our products;

● any of our pending patent applications will be issued as patents;

● we were the first to file patent applications for these inventions;

● others will not develop similar or alternative technologies that do not infringe our patents; any of our patents will be found to ultimately be valid and enforceable;

● any patents issued to us will provide a basis for an exclusive market for our commercially viable products, will provide us with any competitive advantages or will not be challenged by third parties;

● we will develop additional proprietary technologies or products that are separately patentable; or

● our commercial activities or products will not infringe upon the patents of others.

We rely, in part, upon unpatented know-how and continuing technological innovation to develop and maintain our competitive position. Further, our trade secrets could otherwise become known or be independently discovered by our competitors.

25Risks Related |to ~~Page~~our Common Stock and this Offering

Risks Relating to Our Securities

There may not be sufficient liquidity in the market for our securities in order for investors to sell their securities.

There is currently only a limited public market for our ordinary share, which is listed on the ~~Over-the-Counter~~OTC Pink ~~Sheets,~~Limited Market and there can be no assurance that a trading market will develop further or be maintained in the future.

Volatility in our shares price may subject us to securities litigation.

The market for our shares may have, when compared to seasoned issuers, significant price volatility and we expect that our share price may continue to be more volatile than that of a seasoned issuer for the indefinite future. In the past, plaintiffs have often initiated securities class action litigation against a company following periods of volatility in the market price of its securities. We may, in the future, be the target of similar litigation. Securities litigation could result in substantial costs and liabilities and could divert management’s attention and resources.

Our ordinary share may be considered a “penny stock” and may be difficult to sell.

The SEC has adopted regulations which generally define a “penny stock” to be an equity security that has a market price of less than $5.00 per share or an exercise price of less than $5.00 per share, subject to specific exemptions. The market price of our ordinary share is less than $5.00 per share and, therefore, it may be designated as a “penny stock” according to SEC rules. This designation requires any broker or dealer selling these securities to disclose certain information concerning the transaction, obtain a written agreement from the purchaser and determine that the purchaser is reasonably suitable to purchase the securities. These rules may restrict the ability of brokers or dealers to sell our ordinary share and may affect the ability of investors to sell their shares.

The market for penny stocks has experienced numerous frauds and abuses, which could adversely impact investors in our stock.

OTC Pink Sheet securities are frequent targets of fraud or market manipulation, both because of their generally low prices and because OTC Pink Sheet reporting requirements are less stringent than those of the stock exchanges or NASDAQ.

Patterns of fraud and abuse include:

● Control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer;

● Manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases;

● “Boiler room” practices involving high pressure sales tactics and unrealistic price projections by inexperienced sales persons;

● Excessive and undisclosed bid-ask differentials and mark-ups by selling broker-dealers; and

● Wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the inevitable collapse of those prices with consequent investor losses.

● Our management is aware of the abuses that have occurred historically in the penny stock market.

We have not paid dividends in the past and do not expect to pay dividends in the foreseeable future and any return on investment may be limited to the value of our stock.

We To date, we have ~~never~~not paid, ~~any~~nor ~~cash~~do we intend to pay in the foreseeable future, dividends on our ~~ordinary~~common ~~share~~stock, even if we become profitable. Earnings, if any, are expected to be used to advance our activities and dofor working capital and general corporate purposes, rather than to make distributions to stockholders. Since we are not ~~anticipate~~in ~~paying~~a ~~any~~financial ~~cash~~position to pay dividends on our ~~ordinary~~common ~~share~~stock inand ~~the foreseeable~~ future ~~and~~dividends ~~any~~are not presently being contemplated, investors are advised that return on investment ~~may~~in beour ~~limited~~common stock is restricted to ~~the~~an ~~value~~appreciation ofin ~~our~~the ~~stock~~share price. WeThe ~~plan~~potential toor ~~retain~~likelihood of ~~any~~an ~~future~~increase ~~earnings~~in toshare ~~finance growth~~price is uncertain.

In addition, under Nevada law, we may only pay dividends subject to our ability to service our debts as they become due and provided that our assets will exceed our liabilities after the dividend. Our ability to pay dividends will therefore depend on our ability to generate sufficient profits. Furthermore, because of the various rules applicable to our operations in Malaysia and the regulations on foreign investments as well as the applicable tax law, we may be subject to further limitations on our ability to declare and pay dividends to our stockholders.

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Stockholders may be diluted significantly through our efforts to obtain financing and satisfy obligations through the issuance of securities.

Wherever possible, our board of directors will attempt to use non-cash consideration to satisfy obligations. In many instances, we believe that the non-cash consideration will consist of shares of our common stock, warrants to purchase shares of our common stock or other securities. In the future, we may issue our authorized but previously unissued equity securities, resulting in the dilution of the ownership interests of our stockholders. We are authorized to issue an aggregate of 250,000,000 shares of common stock. We may issue additional shares of common stock or other securities that are convertible into or exercisable for our common stock in connection with hiring or retaining employees, future acquisitions, future sales of our securities for capital raising purposes, or for other business purposes. The future issuance of any such additional shares of our common stock may create downward pressure on the trading price of the common stock. We expect we will need to raise additional capital in the near future to meet our working capital needs, and there can be no assurance that we will not be required to issue additional shares, warrants or other convertible securities in the future in conjunction with these capital raising efforts, including at a price (or exercise prices) below the price you paid for your stock.

We are a “smaller reporting company,” and we cannot be certain if the reduced disclosure requirements applicable to smaller reporting companies will make our common stock less attractive to investors.

We are currently a “smaller reporting company”, meaning that we are not an investment company, an asset- backed issuer, or a majority-owned subsidiary of a parent company that is not a smaller reporting company and annual revenues of less than $50.0 million during the most recently completed fiscal year. In the event that we are still considered a “smaller reporting company,” at such time as we cease being an “emerging growth company,” we will be required to provide additional disclosure in our SEC filings. However, similar to an “emerging growth companies”, “smaller reporting companies” are able to provide simplified executive compensation disclosures in their filings; are exempt from the provisions of Section 404(b) of the Sarbanes-Oxley Act requiring that independent registered public accounting firms provide an attestation report on the effectiveness of internal control over financial reporting; and have certain other decreased disclosure obligations in their SEC filings, including, among other things, only being required to provide two years of audited financial statements in annual reports. Decreased disclosures in our SEC filings due to our status as a “smaller reporting company” may make it harder for investors to analyze our results of operations and financial prospects.

We are an emerging growth company within the meaning of the Securities Act and may take advantage of certain reduced reporting requirements.

We are an “emerging growth company,” as defined in the JOBS Act, and we may take advantage of certain exemptions from requirements applicable to other public companies that are not emerging growth companies, including, most significantly, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act for so long as we remain an emerging growth company. As a result, if we elect not to comply with such auditor attestation requirements, our investors may not have access to certain information they may deem important.

The JOBS Act also provides that an emerging growth company does not need to comply with any new or revised financial accounting standards until such date that a private company is otherwise required to comply with such new or revised accounting standards. We do not plan to “opt out” of such exemptions afforded to an emerging growth company. As a result of this election, our financial statements may not be comparable to those of companies that comply with public company effective dates.

We plan to list our common stock on Nasdaq Capital Market. We may not be able to maintain our listing on Nasdaq Capital Market which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.

We will apply to list our common stock on Nasdaq Capital Market under the symbol “EVOH”. Even if our common stock is approved to be listed on Nasdaq Capital Market, we cannot assure you that our common stock will continue to be listed on Nasdaq Capital Market in the future. In order to continue listing our securities on Nasdaq Capital Market, we must maintain certain financial, distribution and share price levels. Moreover, we must comply with certain listing standards regarding the independence of our board of directors and members of our audit committee. We intend to fully comply with these requirements, but we may not continue to be able to meet these requirements in the future.

If Nasdaq Capital Market delists our securities from trading on its exchange and we are not able to list our securities on another national securities exchange, we expect our securities could be quoted on an over-the-counter market. If this were to occur, we could face significant material adverse consequences, including:

	●	a limited availability of market quotations for our securities;

	●	reduced liquidity for our securities;

	●	a determination that our common stock is a “penny stock” which will require brokers trading in our common stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities;

	●	a limited amount of news and analyst coverage; and

	●	a decreased ability to issue additional securities or obtain additional financing in the future.

The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” Because we expect that our common stock will be listed on Nasdaq Capital Market, such securities will be covered securities. Although the states are preempted from regulating the sale of our securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case. Furthermore, if we were no longer listed on Nasdaq Capital Market, our securities would not be covered securities and we would be subject to regulations in each state in which we offer our securities.

The price of our common stock may rapidly fluctuate or may decline regardless of our operating performance, resulting in substantial losses for investors.

The trading price of our common stock following this offering may be subject to instances of extreme stock price run-ups followed by rapid price declines and stock price volatility unrelated to both our actual and expected operating performance and financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of our stock. Further, the trading price of our common stock following this offering is likely to be highly volatile and could be subject to wide fluctuations in response to various factors, some of which are beyond our control, including limited trading volume, actual or anticipated fluctuations in our results of operations; the financial projections we may provide to the public, any changes in these projections or our failure to meet these projections; failure of securities analysts to initiate or maintain coverage of our Company, changes in financial estimates or ratings by any securities analysts who follow our Company or our failure to meet these estimates or the expectations of investors; announcements by us or our competitors of significant innovations, acquisitions, strategic partnerships, joint ventures, operating results or capital commitments; changes in operating performance and stock market valuations of other companies in our industry; price and volume fluctuations in the overall stock market, including as a result of trends in the economy as a whole; changes in our Board or management; sales of large blocks of our common stock, including sales by our executive officers, directors and significant stockholders; lawsuits threatened or filed against us; changes in laws or regulations applicable to our business; the expiration of lock-up agreements; changes in our capital structure, such as future issuances of debt or equity securities; short sales, hedging and other derivative transactions involving our capital stock; general economic and geopolitical conditions, including the current or anticipated impact of military conflict and related sanctions imposed on Russia by the United States and other countries due to Russia’s recent invasion of Ukraine; and the other factors described in this section of the prospectus captioned “Risk Factors.”

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Certain recent initial public offerings of companies with relatively small public floats have experienced extreme volatility that was seemingly unrelated to the underlying performance of the respective company. Our common stock may potentially experience rapid and substantial price volatility, which may make it difficult for prospective investors to assess the value of our common stock.

In addition to the risks addressed above under “the price of our common stock may rapidly fluctuate or may decline regardless of our operating performance, resulting in substantial losses for investors,” our common stock may be subject to rapid and substantial price volatility. We may experience extreme stock price volatility unrelated to our actual or expected operating performance, financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of our common stock. Recently, there have been instances of extreme stock price run-ups followed by rapid price declines and strong stock price volatility with a number of recent initial public offerings, especially among companies with relatively smaller public floats. As a relatively small-capitalization company, we may experience greater stock price volatility, extreme price run-ups, lower trading volume and less liquidity than large-capitalization companies. In particular, our common stock may be subject to rapid and substantial price volatility, low volumes of trades and large spreads in bid and ask prices. Such volatility, including any stock-run up, may be unrelated to our actual or expected operating performance, financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of our common stock.

In addition, if the trading volumes of our common stock are low, persons buying or selling in relatively small quantities may easily influence prices of our common stock. This low volume of trades could also cause the price of our common stock to fluctuate greatly, with large percentage changes in price occurring in any trading day session. Holders of our common stock may also not be able to readily liquidate their investment or may be forced to sell at depressed prices due to low volume trading. Broad market fluctuations and general economic and political conditions may also adversely affect the market price of our common stock. As a result of this volatility, investors may experience losses on their investment in our common stock. A decline in the market price of our common stock also could adversely affect our ability to issue additional common stock or other securities and our ability to obtain additional financing in the future. No assurance can be given that an active market in our common stock will develop or be sustained. If an active market does not develop, holders of our common stock may be unable to readily sell the shares they hold or may not be able to sell their shares at all.

General Risks

Natural disasters, epidemics or other unexpected events may disrupt our operations, adversely affect our results of operations, financial condition and may not be fully covered by insurance.

The occurrence of one or more natural disasters, power outages or other unexpected events, including hurricanes, fires, earthquakes, volcanic eruptions, tsunamis, floods and other forms of severe weather, health epidemics, pandemics (including COVID-19) or other contagious outbreaks, conflicts, wars or terrorist acts, in the U.S. or in other countries in which we or our suppliers or customers operate could adversely affect our operations and financial performance. Natural disasters, power outages or other unexpected events could damage or close one or more of our facilities or disrupt our operations temporarily or long-term, such as by causing business interruptions or by affecting the availability and/or cost of materials needed for manufacturing. We have only one factory and another assembly line that can manufacture a specific product or product line. As a result, damage to or the closure of that factory may disrupt or prevent us from manufacturing certain products. Existing insurance arrangements may not cover all of the costs or lost cash flows that may arise from such events. The occurrence of any of these events could also increase our insurance and other operating costs or harm our sales.

We may be affected by global economic, capital market and political conditions, and conditions in the construction, transportation and infrastructure industries in particular.

Our business, financial condition, operating results and cash flows may be adversely affected by changes in global economic conditions and geopolitical risks and conditions, including credit market conditions, levels of consumer and business confidence, fluctuations in residential, commercial and industrial construction activity, pandemic health issues (including COVID-19 and its effects), natural disasters, commodity prices, energy costs, interest rates, foreign exchange rates, levels of government spending and deficits, trade policies (including tariffs, boycotts and sanctions), regulatory changes, actual or anticipated default on sovereign debt and other challenges that could affect the global economy.

These economic and political conditions affect our business in a number of ways. Additionally, the tightening of credit in the capital markets could adversely affect the ability of our customers, including individual end-customers and businesses, to obtain financing for significant purchases and operations, which could result in a decrease in or cancellation of orders for our products and services. Similarly, tightening credit may adversely affect our supply base and increase the potential for one or more of our suppliers to experience financial distress or bankruptcy. Additionally, because we have a number of factories and suppliers in foreign countries, the imposition of tariffs or sanctions or unusually restrictive border crossing rules could adversely affect our supply chain, operations and overall business.

Our business and financial performance is also adversely affected by decreases in the general level of economic activity, such as decreases in business and consumer spending and construction (both residential and commercial as well as remodelling).

Our business success depends on attracting and retaining qualified personnel.

Our ability to sustain and grow our business requires us to hire, retain and develop a highly skilled and diverse management team and workforce. Failure to ensure that we have leadership with the necessary skill sets and experience could impede our ability to deliver our growth objectives, execute our strategic plan and effectively transition our leadership.

ITEM 1B.

UNRESOLVED STAFF COMMENTS

None.

ITEM 1C. CYBERSECURITY

Risk Management and Strategy

We identify and assess material risks from cybersecurity threats to our information systems and the information residing in our information systems by monitoring and evaluating our threat environment on an ongoing basis using various methods including, for example, using manual and automated tools, subscribing to reports and services that identify cybersecurity threats, analyzing reports of threats and threat actors, conducting scans of the threat environment, and conducting risk assessments.

We manage material risks from cybersecurity threats to our information systems and the information residing in our information systems through various processes and procedures, including, depending on the environment, risk assessment, incident detection and response, vulnerability management, disaster recovery and business continuity plans, internal controls within our accounting and financial reporting functions, encryption of data, network security controls, access controls, physical security, asset management, systems monitoring, and employee training. We engage third-party service providers to provide some of the resources used in our information systems and some third-party service providers have access to information residing in our information systems. With respect to such third parties, we seek to engage reliable, reputable service providers that maintain cybersecurity programs.

We are not aware of any risks from cybersecurity threats, including as a result of any cybersecurity incidents, which have materially affected or are reasonably likely to materially affect our Group, including our business strategy, results of operations, or financial condition. Refer to “Item 1A. Risk Factors— Risks Associated with Business and Industry — Unauthorized disclosure, destruction or modification of data, through cybersecurity breaches, computer viruses or otherwise or disruption of our services could expose us to liability, protracted and costly litigation and damage our reputation”.

Cybersecurity Governance

Our Board of Directors holds oversight responsibility over our Group’s risk management and strategy, including material risks related to cybersecurity threats. The Board of Directors oversees the management of our Group’s major financial risk exposures, the steps management has taken to monitor and control such exposures, and the process by which risk assessment and management is undertaken and handled, which would include cybersecurity risks, in accordance with its charter. The Board of Directors holds regular meetings and receives periodic reports from management regarding risk management, including major financial risk exposures from cybersecurity threats or incidents.

Management is responsible for assessing and managing our material risks from cybersecurity threats on a day-to-day basis and keep the Board of Directors informed on a regular basis of the identification, assessment, and management of cybersecurity risks and of any cybersecurity incidents.

As of the date hereof, the Company has not encountered cybersecurity incidents that the company believes to have been material to the Company taken as a whole.

ITEM 2.

PROPERTIES

~~The~~Our ~~Company’s~~ principal executive office is located at 31-A2, Jalan 5/32A, 6 ½ Miles off Jalan Kepong, 52000 Kuala Lumpur, Malaysia. We also have an office located in Cambodia located at R01 of House No 62Z Street 274, Village 04, Sangkat Tonle Basak, Khan Chamkamorn, Phnom Pehnh, Cambodia and an office located in China at Shunde Western Ecological Industry Startup Zone D-08-01 (Foshan City, Shunde District, Xingtan Town, Depin Road no.1, Level 3).

ITEM 3. LEGAL PROCEEDINGS

OnWe are ~~October~~not 8,currently ~~2021,~~subject ato ~~filing~~any ~~(the~~legal ~~“Filing”) was~~proceedings, ~~made~~and ~~with~~to the ~~Kuala~~best ~~Lumpur~~of ~~High~~our ~~Court~~knowledge, byno asuch ~~reseller~~proceeding (is threatened, the ~~“Reseller”)~~results of which would have a material impact on the Company’s ~~INCU~~properties, ~~ionic~~results ~~nano~~of ~~copper~~operations, ~~solution (~~or financial condition. Nor, to the ~~“Solution”)~~best of ~~and~~our knowledge, are any of the ~~Reseller~~Company’s ~~related~~officers ~~party~~or ~~(together~~directors ~~with~~involved ~~the~~in ~~Reseller,~~any ~~the~~legal ~~“Plaintiffs”)~~proceedings in which we are an adverse party.

The Reseller was authorized by WKL Eco Earth’s sole distributor of the Solution (the “WKL Distributor”) to resell the Solution together with a diffuser with a capacity of not more than 1000ml through a tripartite agreement (the “Tripartite Agreement”) entered into between (a) the Reseller, (b) the WKL Distributor and (c) a solution packaging company (the “Packaging Company”). WKL Eco Earth was not a party to the Tripartite Agreement and did not directly authorize or engage the Reseller in the resale of the Solution.

In the Filing, the Plaintiffs claimed against (i) WKL Eco Earth; (ii) Dr. Low; (iii) Chan Kok Wei, (iv) the Packaging Company and (v) two directors of the Packaging Company for loss and damages arising from an alleged breach of contract, defamation and tort of inducement. The Plaintiffs also alleged that pursuant to the Tripartite Agreement, WKL Eco Earth was prohibited from selling the Solution to any party other than the WKL Distributor and allow for the resale of the Solution by the Plaintiffs without limitation, and that the Plaintiffs were not confined in their resale of the Solution to a diffuser with a capacity of not more than 1000ml.

ITEM 4.

MINE SAFETY DISCLOSURES

No report required.

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PART II

ITEM 5.

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

MARKET INFORMATION

The registrant had 27,180,631 shares of our Common Stock par value, $0.001 issued and outstanding as of November 277, ~~2024~~2025. There were ~~312~~313 record holders of our common stock.

DIVIDENDS

We have never paid or declared any dividends on our common stock and do not anticipate paying cash dividends in the foreseeable future.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

We currently do not have any equity compensation plans.

ITEM 6.

SELECTED FINANCIAL DATA

Not Applicable.

ITEM 7.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

~~The~~General following discussion should be read in conjunction with our financial statements, including the notes thereto, appearing elsewhere in this Annual Report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include but are not limited to those discussed below and elsewhere in this Annual Report. Our audited consolidated financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles (“U.S. GAAP”).Overview

EvoAir Holdings Inc (formerly Unex Holdings Inc.) (the “Company”, “EVOH”, “we”, “us”, or “our”) is a corporation established under the corporation laws in the State of Nevada, U.S. on February 17, 2017. The Company has adopted an August 31 fiscal year end.

On December 20, 2021, the Company and Dr. Low entered into the EvoAir Transaction. EvoAir International, through its subsidiaries upon completion of the Transactions contemplated under Note 1 to Financial Statements, is engaged in the R&D, manufacturing, trading, sale of HVAC products and related services in Asia.

Pursuant to the terms of a share transfer agreement dated December 20, 2021, Dr. Low, the then sole executive officer and director of the Company and the owner of 2,000,000 restricted shares of Common Stock of the Company representing approximately 67.34% of the Company’s then issued and outstanding shares of Common Stock, sold his entire shareholding of the Company to WKL Global for an aggregate consideration of $100. Upon completion of the Change of Control Transaction, WKL Global owned 2,000,000 shares, or approximately 67.34% of the then issued and shares of Common Stock of the Company, which resulted in a change of control of the Company.

On December 20, 2021, several transactions took place (together, the “Allotment Transactions”) whereby the Company issued and allotted in aggregate 98,809,323 EvoAir Shares to certain parties. On completion of the Allotment Transactions, the total number of issued and outstanding EvoAir Shares were 101,779,323 (“Then Enlarged Share Capital”):

(A) On December 20, 2021, Dr. Low and Chan Kok Wei entered into a share exchange agreement with WKL Eco Earth Holdings, pursuant to which Dr. Low and Chan Kok Wei agreed to sell all their ordinary shares of WKL Green Energy to WKL Eco Earth Holdings in consideration for the allotment and issuance to WKL Global and Allegro Investment (BVI) Limited (“Allegro Investment”), a company incorporated in the British Virgin Islands with 50% shareholding held by Chan Kok Wei and Ong Bee Chen, respectively, of 24,000 EvoAir Shares and 6,000 EvoAir Shares, respectively, or approximately 0.02% and 0.01% of the Then Enlarged Share Capital, respectively.

(B) On December 20, 2021, Dr. Low, Chan Kok Wei, Ong Bee Chen and certain sellers (“WKLEE Sellers”) entered into a share exchange agreement with WKL Eco Earth Holdings, pursuant to which the WKLEE Sellers agreed to sell all their ordinary shares, of WKL Eco Earth to WKL Eco Earth Holdings in consideration for the allotment and issuance to WKL Global, Allegro Investment and WKLEE Sellers of 49,320 EvoAir Shares, 8,280 EvoAir Shares and in aggregate 14,400 EvoAir Shares, respectively, or approximately 0.05%, 0.009% and in aggregate 0.014%, respectively, of the Then Enlarged Share Capital.

(C) On December 20, 2021, Tan Soon Hock, Oh Ivan Joon Wern and certain relevant interest holders (“Relevant Interest Holders”) entered into an investment exchange agreement with WKL Eco Earth Holdings, pursuant to which the Tan Soon Hock, Oh Ivan Joon Wern and the Relevant Interest Holders agreed to sell all relevant interests in the EvoAir Group to WKL Eco Earth Holdings in consideration for the allotment and issuance of 7,037,762 EvoAir shares, 2,520,000 EvoAir shares and in aggregate 6,001,794 EvoAir shares, respectively, or approximately 6.91%, 2.48% and in aggregate 5.90%, respectively, of the Then Enlarged Share Capital. The board of directors and majority shareholders of the Company have approved the transaction.

(D) On December 20, 2021, Dr. Low entered into two deeds of assignment of intellectual properties with WKL Eco Earth Holdings, in respect of Dr. Low’s patents and patent applications relating to eco-friendly air-conditioner condenser (external unit), EvoAir^TM and the trademarks described in the deed of assignment thereunder, and in respect of Dr. Low’s patents and patent applications relating to the portable air-conditioner, e-Cond EVO^TMand the trademarks and trademark applications as described in the deed of assignments thereunder (together, the “IP Assignments”). Pursuant to the IP Assignments, WKL Global, Allegro Investment and certain nominees shall be allotted and issued 63,362,756 EvoAir Shares, 14,297,259 EvoAir Shares and in aggregate 5,487,752 EvoAir Shares, respectively or approximately 62.25%, 14.05% and in aggregate 5.39%, respectively of the Then Enlarged Share Capital in consideration for the IP Assignments.

28 | Page

EvoAir Transaction, Change of Control Transaction and Allotment Transactions are collectively to be referred to as the “Transactions”. The closing of the Transactions (the “Closing”) occurred on December 20, 2021 (the “Closing Date”).

From and after the Closing Date, at which time EvoAir International transferred its HVAC business to the Company, the Company’s primary operations consisted of the prior operations of EvoAir International.

EvoAir International is a company incorporated in BVI on November 17, 2021. Effective from the December 20, 2021, it wholly owns WKL Eco Earth Holdings, a company incorporated in Singapore on July 12, 2018, which in turn wholly owns (a) WKL Eco Earth, a Malaysian company incorporated on May 17, 2017, and (b) WKL Green Energy a Malaysian company incorporated on October 24, 2017. WKL Eco Earth Holdings acquired (c) EvoAir Manufacturing (M) Sdn bhd (“EvoAir Manufacturing”) on April 19, 2021, a Malaysian company incorporated on March 22, 2019, as well as acquiring (d) WKL EcoEarth Indochina Co Ltd (“WKL EcoEarth Indochina”), a Cambodia company incorporated on February 4, 2021, (e) WKL Guanzhe Green Technology Guangzhou Co Ltd (“WKL Guanzhe”), a Chinese company incorporated on April 6, 2021. EvoAir Manufacturing wholly owns (f) Evo Air Marketing (M) Sdn Bhd (“Evo Air Marketing”), a Malaysian company incorporated on February 2, 2021.

Round 2 Stockholders

The Company entered into a series of offerings for an aggregate of up to 6,000,000 shares of Common Stock at a per share purchase price of $2.50, as follows:

	●	On February 15, 2022, the Company entered into certain share subscription agreement with Ms. Ang Lee Kim Jane, who is a “non-U.S. Persons” (the “Investor”) as defined in Regulation S of the Securities Act of 1933, as amended (the “Securities Act”) pursuant to which the Company agreed to issue and sell 74,074 Shares, of Common Stock, at a per share purchase price of $2.50, as part of a series of offerings by the Company for an aggregate of up to 6,000,000 shares of Common Stock at a per share purchase price of $2.50. The gross proceeds were $185,185.

	●	On June 3, 2022, the Company entered into certain share subscription agreement with Mr. Wong Hon Wai who is a “non-U.S. Persons” (the “Investor”) as defined in Regulation S of the Securities Act pursuant to which the Company agreed to issue and sell 5,000 shares of Common Stock, at a per share purchase price of $2.50, as part of a series of offerings by the Company for an aggregate of up to 6,000,000 shares of Common Stock at a per share purchase price of $2.50. The gross proceeds were $12,500.

	●	On October 25, 2022, the Company entered into Regulation S share subscription agreements with eight investors, each of whom represented that it was a “non-U.S. Persons” as defined in Securities Act. On the same date, the Company entered into Regulation D share subscription agreements with two investors, each of whom represented that it was an “Accredited Investors” as defined in Regulation D of the Securities Act. Pursuant to the share subscription agreements, the Company agreed to issue and sell in aggregate, (i) 129,621 shares of Common Stock, to the Regulation S investors, and (ii) 15,000 shares of Common Stock to the Regulation D investors, respectively, at a per share purchase price of $2.50, as part of a series of offerings by the Company for an aggregate of up to 6,000,000 shares of Common Stock at a per share purchase price of $2.50. The gross proceeds in aggregate were $361,553.

29 | Page

	●	On February 20, 2023, the Company entered into Regulation S share subscription agreements with eleven investors, each of whom represented that it was a “non-U.S. Persons” as defined in Regulation S of the Securities Act. Pursuant to the share subscription agreements, the Company agreed to issue and sell in aggregate, (i) 57,783 shares of Common Stock, to the Regulation S investors, at a per share purchase price of $2.50 as part of a series of the offerings by the Company for an aggregate of up to 6,000,000 shares of Common Stock at a per share purchase price of $2.50. The gross proceeds in aggregate were $144,443.

	●	On July 13, 2023, the Company entered into Regulation S share subscription agreements with 31 investors, each of whom represented that it was a “non-U.S. Persons” as defined in Regulation S of the Securities Act. Pursuant to the share subscription agreements, the Company agreed to issue and sell in aggregate, (i) 250,132 shares of Common Stock, to the Regulation S Investors, at a per share purchase price of $2.50 as part of a series of the offerings by the Company for an aggregate of up to 6,000,000 shares of Common Stock at a per share purchase price of $2.50. The gross proceeds in aggregate were approximately $625,330.

	●	On September 7, 2023, the Company entered into Regulation S share subscription agreements with 71 investors, each of whom represented that it was a “non-U.S. Persons” as defined in Regulation S of the Securities Act. Pursuant to the share subscription agreements, the Company agreed to issue and sell in aggregate, 365,164 shares of Common Stock, to the Regulation S investors, at a per share purchase price of $2.50 as part of a series of the offerings by the Company for an aggregate of up to 6,000,000 shares of Common Stock at a per share purchase price of $2.50. The gross proceeds in aggregate was approximately $912,889.

	●	On November 21, 2023, the Company entered into a Regulation S share subscription agreement with Wong Chun Shoong who represented that he was a “non-U.S. Persons” as defined in Regulation S of the Securities Act. Pursuant to the share subscription agreement, the Company agreed to issue and sell in aggregate, 8,658 shares of Common Stock, to the Regulation S investors, at a per share purchase price of $2.50 as part of a series of the private by the Company for an aggregate of up to 6,000,000 shares of Common Stock at a per share purchase price of $2.50. The gross proceeds in aggregate was approximately $21,645.

Reverse Stock Split

Split Adjustment; Treatment of Fractional Shares

No fractional shares were issued in connection with the Reverse Stock Split. Fractional shares were rounded up to the nearest whole number.

30 | Page

Share Issuance

On November 25, 2024, the Company issued, in aggregate, 679,516 shares of Common Stock, representing 2.5% of the issued and outstanding shares of Common Stock to certain consultant in consideration for their services in relation to proposed initial public offering.

On November 25, 2024, the Company issued, in aggregate, 815,419 shares of Common Stock, representing 3.0% of the issued and outstanding shares of Common Stock to certain consultant in consideration for their consulting services.

Plan of Operation and Funding

We expect that working capital requirements will continue to be funded through internally generated funds and proceeds from issuances of securities. Our working capital requirements are expected to increase in line with the growth of our business.

Existing working capital, proceeds from issuance of securities, further advances, and anticipated cash flow are expected to be adequate to fund our operations over the next twelve months. We have no lines of credit or other bank financing arrangements. Generally, we have financed operations to date through internally generated funds, advances and proceeds from issuance of securities. In connection with our business plan, management anticipates additional increases in operating expenses and capital expenditures relating to: (i) research and development; (ii) expansion of product offerings; (iii) geographical expansion; and (iv) marketing expenses. We intend to finance these expenses with further issuances of securities and advances. Thereafter, we expect we will need to raise additional capital and generate revenue to meet long-term operating requirements. Additional issuances of equity will result in dilution to our current shareholders. Further, such securities might have rights, preferences, or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations.

Results of Operations

The following table sets forth certain selected statement of operations data for the financial year indicated in U.S. Dollars. In addition, we note that the year-to-year comparison may not be indicative of future performance.

The following summary of our operations should be read in conjunction with our audited financial statements for the financial years ended August 31 (“FYE”), ~~2024~~2025, and ~~2023~~2024, which are included herein.

	Year Ended August 31,
	2024			2023			Changes			%
	2025			2024			Changes			%
Revenue	$	~~314~~284,~~719~~666		$	~~388~~314,~~038~~719		$	(7330,~~319~~053	)		(199.5	)%)
Cost of revenue		~~323~~304,~~038~~433			~~424~~323,~~189~~038			(~~101~~18,~~151~~605	)		(245.8	)%)
Gross loss		(819,~~319~~767	)		(368,~~151~~319	)		27(11,~~832~~448	)		77(137.6	%)
Operating expenses		2614,~~311~~969,~~487~~984			626,~~097~~311,~~019~~487			20(11,~~214~~341,~~468~~503	)		~~332~~(43.1	%)
Loss from operations		(2614,~~319~~989,~~806~~751	)		(626,~~133~~319,~~170~~806	)		~~(20~~11,~~186~~330,~~636~~055	)		~~(329~~43.0	)%
Other income/(expense)		4,410			(184,203	)		188,613			102	%
Other income		21,746			4,410			17,336			393.1	%
Net Loss		(2614,~~315~~968,~~396~~005	)		(626,~~317~~315,~~373~~396	)		(1911,~~998~~347,~~023~~391	)		(~~317~~43.1	)%)

Revenue

The Group ~~recorded~~generated a revenue of $284,666 for the year ended August 31, 2025, as compared to $314,719 for ~~FYE~~the year ended August 31, 2024, ~~representing~~ a decrease of ~~approximately~~ $7330,~~319,~~053 or 199.5%,. ~~compared~~The decline was mainly attributable to ~~FYE~~lower ~~2023~~sales ~~revenue~~volumes of ~~$388~~air-conditioners and related services,~~038~~ reflecting softer demand in certain market segments. This ~~decline~~decrease, however, was ~~primarily~~partially ~~driven~~ offset by astronger ~~reduction in~~ sales contributions offrom ~~our~~the ~~eco-friendly~~Ionic ~~air-conditioning~~Nano ~~units,~~Copper ~~particularly~~Zinc ~~our flagship~~ product, ~~EvoAir™~~line, which iscontinued ato ~~pioneering hybrid~~gain ~~air-conditioner~~traction ~~designed~~and ~~with~~achieve awider ~~proprietary~~market ~~HECS system~~acceptance.

AsWe are ~~the~~steadily ~~first~~building ~~mover~~momentum inand expanding the ~~eco-friendly~~product’s ~~air-conditioning market,~~reach ~~the~~across ~~Group~~various ~~encountered~~markets, ~~both~~including ~~significant~~residential, ~~opportunities~~commercial, and industrial ~~challenges during the year~~sectors. ~~The~~This ~~EvoAir™ air-conditioner, which~~ is ~~either~~being ~~granted~~achieved athrough ~~patent~~the ordevelopment ~~utility~~of ~~model~~strategic ~~pending~~distribution channels, ~~presented~~project ~~unique~~collaborations, ~~challenges related to its certifications~~ and ~~testings. Specifically,~~private ~~while~~labelling ~~working~~and ~~with~~licensing ~~relevant~~models. ~~authorities~~The ~~and~~Group ~~organizations~~remains committed to ~~apply~~strengthening ~~for~~ the ~~necessary~~traction ~~safety~~of ~~and~~EvoAir™ ~~performance~~air-conditioner ~~certifications~~ and ~~approvals,~~driving ~~the~~its ~~Group~~adoption ~~encountered~~across ~~difficulties~~diverse inmarket ~~having~~segments, ~~our~~positioning ~~product~~ourselves ~~appropriately categorized within the existing frameworks~~ for ~~conventional~~future ~~air conditioners.~~growth Inin ~~certain cases,~~ the ~~authorities~~emerging ~~lacked~~eco-friendly ~~the~~air-conditioning ~~equipment or resources to conduct the required tests~~space.

~~Despite~~31 ~~these~~| challenges, the Group actively engaged in educating and collaborating with these organizations to resolve compliance and testing issues. A positive outcome of this effort was the recommendation from one of the authorities to apply under a newly established category: ‘Hybrid Air Conditioners.’ However, this process, due to its novelty, was more time-consuming than the typical certification processes for traditional air-conditioning systems.Page

In addition to certification challenges, the adoption of EvoAir™ by corporate clients also experienced delays. While the Group received significant interest from several corporate clients who were impressed with the product’s potential for energy savings and performance, many of them undertook additional studies to evaluate the long-term benefits of EvoAir™. This independent research and assessment by potential customers resulted in extended decision-making timelines.

Despite these hurdles, the Group remains optimistic about the long-term potential of EvoAir™. We are steadily building momentum and expanding the product’s reach across various markets, including residential, commercial, and industrial sectors. This is being achieved through the development of strategic distribution channels, project collaborations, and private labelling and licensing models. The Group remains committed to strengthening the traction of EvoAir™ and driving its adoption across diverse market segments, positioning ourselves for future growth in the emerging eco-friendly air-conditioning space.

We remain confident in the long-term prospects of EvoAir™ and are focused on continuing to innovate and address challenges, with a view to establishing the product as a leading solution in the sustainable cooling market.

28 | Page

Cost of revenue

~~The~~For the ~~Company~~year ~~recorded~~ended aAugust 31, 2025, cost of revenue ofdecreased to $~~323~~304,~~038 for FYE 2024~~433, ~~which~~or ~~represents 103~~106.9% of ~~total~~ revenue, compared to $~~424~~323,~~189~~038, or ~~109~~102.6% of revenue, in ~~FYE~~the ~~2023~~year ended August 31, 2024. The slight decrease in absolute cost of revenue is ~~consistent~~was ~~with~~primarily ~~the~~attributable ~~decline~~to inlower ~~sales~~production ofvolumes, which ~~our~~resulted ~~eco-friendly~~in ~~air~~reduced ~~conditioning~~operating ~~products~~efficiency and ~~reflects~~the ~~improvements~~absence inof ~~our~~economies of ~~overall cost structure~~scale.

The cost of revenue encompasses production costs and ~~the~~ purchase of goods. The ~~reduction~~Company inremains ~~cost~~focused ofon ~~revenue~~further asoptimizing aits ~~percentage~~cost ~~of sales reflects both the lower volume of sales~~ structure and ~~the~~maintaining ~~Company’s ongoing efforts to optimize production~~ efficiencies ~~and~~as ~~manage~~it ~~costs.~~continues ~~These~~to ~~efforts~~scale ~~include~~its ~~streamlining~~operational ~~procurement processes~~ and ~~enhancing cost~~expand ~~management,~~its ~~which~~product ~~have contributed to the improvement in our overall cost of revenue despite the sales decline~~offering.

~~Looking ahead, the Company remains focused on further~~Gross ~~optimizing its cost structure and maintaining efficiencies as it continues to scale its operations and expand its product offerings.~~loss

~~Gross~~For the (year ended August 31, 2025, the Company reported a gross loss) of $19,767, compared to a gross loss of $8,319 in the year ended August 31, 2024, an increase in gross loss of $11,448 or 137.6%. The widened gross loss was primarily attributable to lower revenue levels and reduced production activity, which led to inefficient absorption of fixed manufacturing costs during the period of decreased sales volume.

The Company ~~reported~~remains afocused ~~gross~~on ~~loss~~optimizing ofits ~~$8,319~~cost ~~for~~structure ~~FYE 2024,~~and ~~representing~~enhancing 3%operational ~~of revenue~~efficiencies. ~~This~~As ~~reflects~~we acontinue ~~significant~~to ~~improvement~~scale ~~compared~~operations toand expand ~~the~~our ~~gross~~product ~~loss~~offerings, ofwe ~~$36,151~~are inpositive that these efforts will improve gross margins and position the ~~FYE~~Company ~~2023,~~for ~~which~~profitability ~~constituted~~in 9%the ~~of revenue~~future.

The improvement in gross loss margin from FYE 2023 to FYE 2024 was primarily driven by a strategic reduction in the overall cost of revenue. These efforts included more efficient cost management, supplier renegotiations, and optimized production processes. This progress underscores the Company’s commitment to enhancing operational efficiency and moving toward sustained profitability.

Management will continue to focus on cost control measures and revenue growth initiatives to build on this positive momentum in the upcoming financial periods.

Operating expenses

~~Operating~~For the ~~expenses~~year ~~for~~ended ~~FYE~~August ~~2024~~31, 2025, operating expenses amounted to $14,969,984, compared to $26,311,487 in the year ended August 31, 2024, reflecting a ~~332~~decrease of $11,341,503 or 43.1%. ~~increase~~The ~~compared~~reduction was mainly attributable to ~~$6,097,019~~the ~~recorded~~absence inof ~~FYE~~the ~~2023.~~significant intangible ~~This~~asset ~~increase~~impairment charge of $20,~~214~~580,~~468~~040 ~~was~~recorded ~~primarily~~in ~~attributable~~fiscal year 2024, as compared to ana lower impairment charge of $6,931,502 ~~increase~~recognized in ~~technology-related~~fiscal ~~intangible~~year ~~asset~~2025. ~~impairment~~This ~~and~~improvement ~~net~~was ~~off~~partially ~~with~~offset ~~the~~by ~~decrease~~an increase in ~~general~~stock ~~administrative~~based ~~expenses~~compensation ~~since~~expense ~~the IPO~~ related ~~offering~~to ~~cost~~consulting services ~~has~~incurred ~~been~~during ~~capitalized~~the year.

Key components of operating expenses included salaries and related expenses, commissions, rental costs, patent and trademark application/renewal fees, professional and compliance fees.

The Company remains focused on prudent cost management to maintain operational efficiency while supporting strategic initiatives for growth and value creation.

Other income~~/ (expenses)~~

Other income for ~~FYE~~the ~~2024~~year ended August 31, 2025, was ~~not~~$21,746, ~~material.~~compared Byto ~~comparison~~$4, 410 in ~~FYE~~the ~~2023~~year ended August 31, ~~other~~2024, ~~income~~an increase of $17,336 or 393.1%. The increase was primarily ~~comprised~~attributable ~~realized~~to foreign exchange ~~losses~~gain during the year.

~~The~~Loss from ~~minimal~~operations ~~impact~~before ~~of other~~ income in FYE 2024 reflects a limited exposure to foreign exchange fluctuations. Management remains committed to monitoring external factors that may affect foreign exchange losses and will take proactive measures to mitigate any potential risks in the future.taxes

~~Net~~The Company reported a loss from operations before income taxes of $14,968,005 for the year ended August 31, 2025, compared to $26,315,396 in the year ended August 31, 2024, an improvement of $11,347,391 or 43.1%.

The improvement ~~Company~~in ~~reported~~net a loss ~~from~~is ~~operations~~primarily ~~before income~~attributable ~~taxes~~to the absence of ~~$26~~the significant intangible asset impairment in fiscal year 2025,~~315,369~~ which ~~for~~was ~~FYE~~partially ~~2024~~offset by an increase in stock based compensation expense related to consulting services incurred during the year. However, ~~compared~~ongoing investments in building the necessary infrastructure and resources to $6support business expansion objectives continue to impact profitability. Additionally,~~317,373~~ ~~for~~the ~~FYE~~lack ~~2023~~of economies of scale during this growth phase has affected the bottom line.

~~Apart~~32 ~~from~~| the technology-related intangible asset impairment, the continued net loss is primarily attributable to the Company’s strategic investments in building the necessary infrastructure and resources to support its business expansion objectives. Additionally, the lack of economies of scale during this growth phase has impacted the bottom line.Page

Management remains confident that these investments will position the Company for long-term growth and profitability as it scales operations and capitalizes on emerging opportunities. Strategies to enhance operational efficiencies and achieve economies of scale are key priorities moving forward.

Liquidity and Capital Resources

Working ~~capital~~Capital

	Year Ended
	As of			As of
	August 31,
	August 31, 2025			August 31, 2024			Changes			%
	2024			2023			Changes			%
Current assets	$	527,748		$	790,752		$	(263,004	)		(33.3	)%
Current assets	$	790,752		$	2,071,164		$	(1,280,412	)		(62	)%
Current liabilities		3,212,754			1,684,638			1,528,116			90.7	%
Current liabilities		1,684,638			964,642			719,996			75	%
Working capital		(2,685,006	)		(893,886	)		(1,791,120	)		(200.4	)%
Working capital		(893,886	)		1,106,522			(2,000,408	)		(181	)%

As of August 31, ~~2024~~2025, ~~our~~the ~~company’s~~decrease in current ~~liabilities~~assets ~~stood~~was atprimarily attributable ~~$1,684,638,~~to ~~which~~lower ~~included~~balances ~~accounts~~in ~~payable~~cash and ~~accruals~~cash ~~of $267~~equivalents,~~900,~~ ~~other payables of $95~~inventories,~~831,~~ ~~deferred~~and ~~revenue $10~~deposits,~~012,~~ ~~current portion hire purchase creditor $8~~prepayments,~~758,~~ ~~amount~~and ~~due~~other toreceivables. ~~shareholders $1~~Conversely,~~202,692,~~ ~~and~~the ~~current portion~~increase ~~operating~~in ~~lease~~current liabilities ofwas ~~$99.445.~~mainly ~~The~~due ~~increase~~to inhigher ~~current~~accounts ~~liabilities~~payable ~~was~~and ~~mainly attributable~~accruals, toother ~~amount~~payables, and amounts due to shareholders.

29As |a ~~Page~~result, the Company recorded a working capital deficit of $2,685,006 as of August 31, 2025, compared to $893,886 as of August 31, 2024. The widening deficit reflects the impact of continued operational losses and ongoing investments in business development and growth initiatives, which were partially financed through shareholder advances.4

~~As of August 31, 2024, the Company had a deficit working capital of $893,886~~Cash compared with the positive working capital of $1,106,522 as of August 31, 2023. The drop in working capital for the comparative figures was mainly attributable to the decrease in cash proceeds from issuance of common stock or capital contribution, decrease in deposits, prepayments and other receivables, increase in accounts payable and accruals and the increase in amount owing to shareholders.Flows

~~The decline in working capital underscores the Company’s~~FYE ~~strategic~~2025, ~~use~~versus ofFYE resources to support ongoing operations and investments during a critical growth phase. Management is actively monitoring the Company’s liquidity position and evaluating strategies to enhance working capital and ensure sustainable financial stability.2024

Cash flows

	August 31, 2025			August 31, 2024			$ Change			% Change
Net cash used in operating activities	$	(1,158,760	)	$	(939,775	)	$	(218,985	)		(23.0	)%
Net cash used in investing activities		(16,991	)		(146,269	)		129,278			88.4	%
Net cash provided by financing activities		1,167,665			514,344			653,321			127.0	%
Net decrease in cash and cash equivalents		(8,086	)		(571,700	)		563,614			98.6	%

	Year Ended
	August 31,
	2024			2023			Changes			%
Cash flows generated from / (used in) operating activities	$	30,822		$	(1,674,395	)	$	1,705,217			102	%
Cash flows used in investing activities		(146,269	)		(14,189	)		(132,080	)		(931	)%
Cash flows (used in) / generated from financing activities		(456,253	)		2,392,710			(2,848,963	)		(119	)%
Net changes in cash		(571,700	)		704,126			(1,275,826	)		(181	)%

The Company’s cash and cash equivalents stood at $93,329 as of August 31, 2025. Cash used in operating activities for the year ended August 31, 2025, was $1,158,760. This resulted primarily from a net loss of $14,968,005, which was offset by non-cash items including depreciation of $110,212, amortization of $2,970,078, intangible asset impairment of $6,931,502, and stock-based expense of $3,261,676. Changes in operating assets and liabilities included decreases in accounts receivable of $6,679, inventories of $143,539, deposit, prepayments, and other receivables of $53,130, and operating lease right-of-use assets of $108,239; increases in accounts payable and accruals of $280,294, other payables of $53,203, and deferred revenue of $993; and a decrease in operating lease liabilities of $110,300.

~~The~~Cash used ~~Company~~in ~~generated~~investing ~~net~~activities ~~cash~~for ~~from~~the ~~operating~~year ~~activities of~~ended ~~$30~~August 31,~~822~~ ~~for~~2025, ~~FYE~~was ~~2024~~$16,991, ~~compared~~primarily related to apurchases ~~net cash outflow~~ of $1property,~~674~~ plant,~~395~~ ~~in FYE 2023~~and equipment.

~~The~~Cash provided ~~improvement~~by infinancing ~~cash flow from operating~~ activities ~~mainly~~ ~~attributable~~for tothe ayear ~~reduction~~ended ofAugust ~~$170~~31,~~431~~ ~~in inventory levels~~2025, ~~significant~~was ~~decreases in deposits~~$1, ~~prepayments~~167,665, ~~and~~primarily ~~advances~~from toloans ~~suppliers,~~from ~~contributing~~shareholders of $~~502~~1,~~701~~233,715, partially tooffset ~~cash~~by ~~flow~~payments ~~and~~of ~~increased~~hire ~~support~~purchase ~~from~~of ~~shareholders~~$8,226 ~~with~~and ~~amounts due~~deferred tooffering ~~shareholders~~costs ~~rising~~of by $~~970~~57,~~597~~824.

These improvements were partially offset by reductions in deferred revenue and increased accounts payable and accruals. As of August 31, 2024, the Company’s cash and cash equivalents stood at $152,985. The improved operating cash flow reflects the Company’s ongoing efforts to optimize cost efficiency positioning it for sustainable growth.

During the FYE 2024, cash used in investing activities amounted to $146,269. This was primarily attributable to capital expenditures for the purchase of property, plant and equipment, reflecting the company’s continued investments in operational infrastructure to support its long-term growth stategy.

Cash used in financing activities for FYE 2024 totaled $456,253, consisting of $6,677 for hire purchase payments and $449,576 related to the payment of offering cots.

Seasonality

The Company’s business is not subject to seasonality.

~~Off-Balance Sheet~~33 ~~Arrangements.~~| Page

Off-Balance Sheet Arrangements

As of the date of this Annual Report, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenue or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

Critical Accounting Policies

Revenue recognition

Our revenue recognition policy is in compliance with ASC 606, Revenue from Contracts with Customers ~~whereby~~that revenue is recognized ~~when~~ when a customer obtains control of promised goods and is recognized in an amount that reflects the consideration that we expect to receive in exchange for those goods. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The amount of revenue that is recorded reflects the consideration that we expect to receive in exchange for those goods. ~~We apply the following five-step model to determine this amount:~~

We apply the following five-step model in order to determine this amount:

(i)	identification of the promised goods and services in the contract;

(ii)	determination of whether the promised goods and services are performance obligations, including whether they are distinct in the context of the contract;

(iii)	measurement of the transaction price, including the constraint on variable consideration;

(iv)	allocation of the transaction price to the performance obligations; and

(v)	recognition of revenue when (or as) the Company satisfies each performance obligation.

30We only |apply ~~Page~~the five-step model to contracts when it is probable that we will collect the consideration we are entitled to in exchange for the goods or services we transfer to the customer. Once a contract is determined to be within the scope of ASC 606 at contract inception, we review the contract to determine which performance obligations we must deliver and which of these performance obligations are distinct. We recognize as revenue the amount of the transaction price that is allocated to the respective performance obligation when the performance obligation is satisfied or as it is satisfied. Generally, our performance obligations are transferred to customers at a point in time, typically upon delivery for local sales and upon shipment of the products for export sale.

We only apply the five-step model to contracts when it is probable that we will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. Once a contract is determined to be within the scope of ASC 606 at contract inception, we review the contract to determine which performance obligations we must deliver and which of these performance obligations are distinct. We recognize as revenues the amount of the transaction price that is allocated to the respective performance obligation when the performance obligation is satisfied or as it is satisfied. Generally, our performance obligations are transferred to customers at a point in time, typically upon delivery for local sales and upon shipment of the products for export sale.

For all reporting periods, we have not disclosed the value of unsatisfied performance obligations for all product revenue contracts with an original expected length of one year or less, which is an optional exemption that is permitted under the adopted rules.

Estimates and Assumptions

InThe ~~preparing~~preparation ~~our~~of ~~consolidated~~ financial statements, wein ~~use~~conformity with U.S. GAAP requires the Management to make estimates and assumptions that affect the reported amounts ~~and~~of ~~disclosures. Our~~assets ~~estimates~~and ~~are~~liabilities ~~often~~and ~~based~~the ondisclosure ~~complex~~of ~~judgments,~~contingent ~~probabilities,~~assets and ~~assumptions~~liabilities ~~that~~at wethe ~~believe~~date toof bethe financial ~~reasonable,~~statements ~~but~~and ~~that~~the ~~are inherently~~reported ~~uncertain~~amounts ~~and~~of ~~unpredictable.~~sales Weand ~~are~~expenses ~~also~~during ~~subject~~the toreporting ~~other~~periods. ~~risks~~Key ~~and~~estimates ~~uncertainties~~in ~~that~~the ~~may~~accompanying unaudited ~~cause~~condensed ~~actual~~consolidated ~~results~~financial tostatements ~~differ from~~include, ~~estimated~~inter-alia, ~~amounts.~~revenue ~~Significant~~recognition, ~~estimates~~allowances infor ~~FYE~~credit ~~2024~~ loss and ~~2023~~product ~~include~~returns, ~~the~~allowances ~~assumptions~~for ~~used~~obsolete toinventory, ~~value~~valuation ~~tax~~of ~~liabilities,~~long-lived ~~derivative financial~~assets ~~instruments,~~and ~~estimates~~rights of ~~the~~use ~~allowance~~(“ROU”) ~~for~~assets (including lease liabilities), and deferred income tax ~~assets,~~asset ~~accounts~~valuation ~~receivable~~allowances. ~~allowance,~~The ~~impairment~~actual ofresults ~~long-lived assets~~could ~~and~~differ ~~inventory~~materially ~~write-offs~~from these estimates.

34 | Page

Going Concern

The Company’s financial statements as of August 31, ~~2024~~2025, isare prepared using generally accepted accounting principles in the United States of America (“U.S. GAAP”) applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established a sustainable ongoing source of revenue sufficient to cover its operating costs and allow it to continue as a going concern.

As of August 31, ~~2024~~2025, and ~~2023~~August 31, 2024, the Company had an accumulated deficit of $3954,~~401~~028,~~857~~719 and $1339,~~523~~401,~~266~~857 respectively. The Company ~~incurred~~ incurred net loss of $2614,~~315~~968,~~396~~005 and $626,~~317~~315,~~373~~396 for the years ended August 31, ~~2024~~2025, and ~~2023~~2024, respectively. The cash ~~generated~~used ~~from~~in operating activities was $301,~~822~~158,760 for the year ended August 31, ~~2024~~2025, ~~the~~and ~~cash used in operating activities was~~ $1939,~~674,395~~775 for the year ended August 31, ~~2023~~2024, respectively. It was brought to the attention of the Management to assess going concern considering all facts and circumstances about the foreseeable future of the Company as well as its assets and liabilities on the basis that it will be able to realize and discharge them in the normal course of business.

To address these challenges and ensure the Company’s long-term viability, Management has developed a strategic plan focused on the continued development and expansion of its HVAC business. Key initiatives include:

	●	Expansion of Product Offerings: Broadening the range of HVAC products to meet diverse market needs.
	●	Geographical Expansion: Penetrating new markets to drive revenue growth.
	●	Revenue Diversification: Expanding customer segments across retail, commercial, industrial, and project-based clients, as well as private label and licensing opportunities.
	●	Improved Profitability: Achieving economies of scale through operational efficiencies and growth.

Additionally, the Company is actively pursuing plans to raise additional funding to support operations and business expansion. This includes preparations to uplist on the Nasdaq Capital Market, which is expected to enhance access to capital and further strengthen the Company’s financial position.

The consolidated ~~financial~~financials have been prepared assuming that the Company will continue as a going concern and accordingly financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Material Commitments

We have no material commitments as of August 31, ~~2024~~2025.

31 | Page

Recent Accounting Pronouncements

~~Recently~~In ~~Issued~~November 2023, the Financial Accounting ~~Pronouncements~~Standards –Board ~~Adopted~~(the “FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, by introducing key amendments to enhance disclosures in public entities’ reportable segments. Notable changes include the mandatory disclosure of significant segment expenses regularly provided to the chief operating decision maker (“CODM”), disclosure of other segment items, and requirements for consistency in reporting measures used by the CODM. The amendments in this update are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Accordingly, the Company adopted the provisions of ASU 2023-07 as of January 31, 2025. The adoption of the new standard had no impact on the Company’s financial position, results of operations or cash flows on the date of transition.

In ~~August~~December ~~2020~~2023, the FASB issued ASU ~~2020~~2023-0609, ~~Debt~~Income –Taxes ~~Debt~~(Topic ~~with~~740): ~~Conversion~~Improvements ~~and~~to ~~Other~~Income ~~Options~~Tax ~~(Subtopic~~Disclosures, ~~470-20)~~which ~~and~~introduces ~~Derivatives~~more ~~and Hedging~~detailed –requirements ~~Contracts~~for inannual ~~Entity’s~~disclosures ~~Own~~for ~~Equity~~income ~~(Subtopic 815-40)~~taxes. ~~This~~The ASU ~~reduces~~requires ~~the~~public ~~number~~business ofentities ~~accounting~~to ~~models~~present ~~for~~specific ~~convertible~~categories ~~debt~~in the ~~instruments~~income ~~and~~tax ~~convertible~~rate ~~preferred~~reconciliation ~~stock~~ and ~~amends~~provide ~~the~~additional ~~guidance~~information for ~~the~~reconciling ~~derivatives~~items ~~scope~~that ~~exception~~meet ~~for~~a ~~contracts~~quantitative inthreshold. anASU ~~entity’s~~2023-09 ~~own~~also ~~equity~~requires all entities to ~~reduce~~disclose ~~form-over-substance-based~~the ~~accounting~~amounts ~~conclusions.~~of Inincome ~~addition~~taxes paid, ~~this~~net ~~ASU~~of ~~improves~~refunds ~~and~~received, ~~amends~~disaggregated ~~the~~by ~~related~~federal, ~~earnings~~state, and ~~per~~foreign ~~share guidance~~jurisdiction. ~~This~~The ~~standard~~ASU ~~becomes~~is effective for ~~the~~fiscal ~~Company~~years beginning onafter ~~October~~December 115, 2024. ~~Adoption~~The Company is ~~either~~currently aevaluating ~~modified retrospective~~the ~~method~~effects, orif aany, ~~fully~~that ~~retrospective~~the ~~method~~adoption of ~~transition.~~ASU ~~The~~2023-09 ~~Company~~may ~~adopted~~have ~~this~~on ~~guidance~~its ~~effective~~financial ~~September 1~~position, ~~2023,~~results ~~and the adoption~~ of ~~this~~operations, ~~standard~~cash ~~did~~flows, ~~not~~or ~~have a material impact on its consolidated financial statements~~disclosures.

In ~~June~~November ~~2016~~2024, the FASB issued ASU ~~2016~~2024-1303, ~~Financial~~Income ~~Instruments~~Statement—Reporting –Comprehensive ~~Credit~~Income—Expense ~~Losses~~Disaggregation Disclosures (~~Topic~~Subtopic ~~326~~220-40): ~~Measurement~~Disaggregation of ~~Credit~~Income ~~Losses~~Statement onExpenses, ~~Financial Instruments~~which ~~(“ASU~~requires ~~2016-13”).~~public ~~ASU~~business ~~2016-13~~entities ~~provides~~to ~~guidance~~disclose ~~for~~specific ~~recognizing credit losses on financial instruments based on~~information anabout ~~estimate~~certain ofcosts ~~current~~and ~~expected credit losses model~~expenses. The amendments in this update are effective for fiscal years beginning after December 15, ~~2019. Recently~~2026, ~~the~~and interim ~~FASB~~periods ~~issued~~within ~~the~~fiscal ~~final ASU to delay adoption for smaller reporting companies for discal~~ years beginning after December 15, ~~2022~~ 2027. WeEarly ~~adopted~~adoption ~~ASU~~is ~~2016-13~~permitted. onThe ~~September~~Company 1is currently evaluating the effects, ~~2023~~if any, ~~and~~that itthe ~~did~~adoption ~~not~~of ~~have~~ASU a2024-03 ~~material~~may ~~impact~~have on ~~out~~its ~~consolidated~~ financial ~~statements~~position, ~~and related~~results of operations, cash flows, or disclosures.

~~Recently~~There ~~Issued~~are ~~Accounting~~no ~~Pronouncements~~other –recently ~~Unadopted~~issued accounting pronouncements that have not yet been adopted that the Company considers material to its consolidated financial statements.

In November 2023, the FASB issued ASU 2023-07, Improvement to Reportable Segment Disclosures. This ASU aims to improve segment disclosures through enhanced disclosures about significant segment expenses. The standard requires disclosure of significant expense categories and amounts for such expenses, including those segment expenses that are regularly provided to the chief operating decision maker, easily computable from information that is regularly provided, or significant expenses that are expressed in a form other than actual amounts. This standard will be effective for the Company in Fiscal Year 2025 and is required to be applied retrospectively to all prior periods presented in the financial statements. The Company is currently evaluating the impact of the additional disclosure requirements on the Company’s consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures, a final standard on improvements to income tax disclosures which applies to all entities subject to income taxes. The standard requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. The standard is intended to benefit investors by providing more detailed income tax disclosures that would be useful in making capital allocation decisions. This standard will be effective for the Company in Fiscal Year 2026 and should be applied prospectively. The Company is currently evaluating the impact of the additional disclosure requirements on the Company’s consolidated financial statements.

Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by Management to have a material impact on the Company’s present or future financial statements.

ITEM 7A.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not Applicable.

3235 | Page

ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Directors of EvoAir Holdings Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of EvoAir Holdings Inc. (the “Company”) as of August 31, ~~2024~~ 2025 and ~~2023~~2024, the related statements of operations and comprehensive loss, changes in shareholders’ equity, and cash flows for each of the two years in the period ended August 31, ~~2024 and 2023~~2025, and the related notes to the financial statements ~~and schedule~~ (collectively, the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of August 31, ~~2024~~2025 and ~~2023~~2024, and the results of its operations and its cash flows for each of the ~~year~~two years in the period ended August 31, ~~2024~~ ~~and 2023~~2025, in conformity with accounting principles generally accepted in the United States of America.

Going concern uncertainty

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As disclosed in Note 3 to the financial statements, the Company had an accumulated deficit of $3954,~~401~~028,~~857~~719. The Company incurred net loss of $2614,~~315~~968,~~396~~ 005 for the year ended August 31, ~~2024~~2025. The cash ~~generated~~used ~~from~~in operating activities was $301,~~822~~ 158,760 for the year ended August 31, ~~2024~~2025. The Company has accumulated losses since inception which raise doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

/s/ Audit Alliance LLP

We have served as the Company’s auditor since 2021.

Singapore

November 2912, ~~2024~~2025

(PCAOB ID No. 3487)

3336 | Page

EVOAIR HOLDINGS INC.

CONSOLIDATED BALANCE SHEETS

(In U.S. Dollars, except share data or otherwise stated)

AS OF AUGUST 31, ~~2024~~2025 AND ~~2023~~ 2024

	August 31, 2024			August 31, 2023
	August 31, 2025			August 31, 2024
ASSETS
Current assets
Cash and cash equivalents	$	~~152~~93,~~985~~329		$	~~779~~152,~~049~~985
Accounts receivable		6256,~~914~~235			4462,~~130~~914
Inventories		~~460~~316,~~047~~508			~~630~~460,~~478~~047
Deposit, prepayments and other receivables		~~114~~61,~~806~~676			~~617~~114,~~507~~806
Total current assets		~~790~~527,~~752~~748			2790,~~071,164~~752
Non-current assets
Property, plant and equipment, net		~~357~~264,~~778~~557			~~463~~357,~~387~~778
Operating lease right-of-use assets		~~199~~91,~~647~~408			~~271~~199,~~021~~647
Deferred offering cost		~~449~~3,~~576~~225,464			-449,576
Technology-related intangible assets, net		5141,~~481~~579,~~358~~778			7651,~~218~~481,~~786~~358
Total non-current assets		5245,~~488~~161,~~359~~207			7652,~~953~~488,~~194~~359
TOTAL ASSETS	$	5345,~~279~~688,~~111~~955		$	7953,~~024~~279,~~358~~111
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Accounts payable and accruals	$	~~267~~548,~~900~~194		$	~~170~~267,~~888~~900
Other payables		95149,~~831~~034			2795,~~487~~831
Deferred revenue		1011,~~012~~005			~~440~~10,~~069~~012
Hire purchase creditor		84,~~758~~852			98,~~224~~758
Amounts due to shareholders		12,~~202~~436,~~692~~407			~~232~~1,~~095~~202,692
Operating lease liabilities		99,445			84,879
Operating lease liability - current		63,262			99,445
Total current liabilities		13,~~684~~212,~~638~~754			~~964~~1,~~642~~684,638
Non-current liabilities
Hire purchase creditor		~~4,320~~-			104,~~531~~320
Operating lease liabilities		~~108~~34,~~891~~774			~~198~~108,~~163~~891
Total non-current liabilities		~~113~~34,~~211~~774			~~208~~113,~~694~~211
TOTAL LIABILITIES		13,~~797~~247,~~849~~528			1,~~173~~797,~~336~~849
Commitments and contingencies (Note 14)		-			-
Shareholders’ equity
Common stock, 250,000,000 authorized; $0.001 par value, 25,685,591 and 25,577,734 shares issued and outstanding as at August 31, 2024 and August 31, 2023*		25,686			25,578
Common stock, 250,000,000 authorized; $0.001 par value, 27,180,631 and 25,685,591 shares issued and outstanding as at August 31, 2025 and 2024*		27,181			25,686
Additional paid in capital		9197,~~513~~492,~~818~~063			9091,~~447~~513,~~874~~818
Shares to be issued		-			1,066,052
Accumulated other comprehensive loss		(85,598	)		(48,827	)
Accumulated other comprehensive loss		(48,827	)		(17,036	)
Accumulated deficit		(54,028,719	)		(39,401,857	)
Accumulated deficit		(39,401,857	)		(13,523,266	)
Non-controlling interest		(963,500	)		(607,558	)
Non-controlling interest		(607,558	)		(148,180	)
Total shareholders’ equity		42,441,427			51,481,262
Total shareholders’ equity		51,481,262			77,851,022
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	45,688,955		$	53,279,111
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	53,279,111		$	79,024,358

*	Retroactively presented to reflect 1-for-4 reverse stock split effective on September 11, 2024.

The accompanying footnotes are an integral part of these consolidated financial statements.

3437 | Page

EVOAIR HOLDINGS INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE ~~INCOME~~ LOSS

(In U.S. Dollars, except share data or otherwise stated)

FOR THE YEARS ENDED AUGUST 31, ~~2024~~2025 AND ~~2023~~ 2024

	August 31, 2024			August 31, 2023
	August 31, 2025			August 31, 2024
Revenue	$	~~314~~284,~~719~~666		$	~~388~~314,~~038~~719
Cost of revenue		~~323~~304,~~038~~433			~~424~~323,~~189~~038
Gross loss		(819,~~319~~767	)		(368,~~151~~319	)
Operating expenses:
Selling and marketing expenses		6122,~~211~~049			3361,~~531~~211
General and administrative expenses		2614,~~250~~947,~~276~~935			626,~~063~~250,~~488~~276
Total operating expenses		2614,~~311~~969,~~487~~984			626,~~097~~311,~~019~~487
Loss from operation		(2614,~~319~~989,~~806~~751	)		(626,~~133~~319,~~170~~806	)
Other income/(expense)
Other income
Interest income/(expense)		142			(11	)
Interest income		153			142
Other income/(expense)		4,268			(184,192	)
Other income		21,593			4,268
Total other income/(expense)		4,410			(184,203	)
Total other income		21,746			4,410
Loss from operation before income taxes		(2614,~~315~~968,~~396~~005	)		(626,~~317~~315,~~373~~396	)
Income tax expenses		-			-
Net loss	$	(2614,~~315~~968,~~396~~005	)	$	(626,~~317~~315,~~373~~396	)
Less: Net loss attributable to non-controlling interests		(~~436~~341,~~805~~143	)		(~~259~~436,~~480~~805	)
Net loss attributable to equity holders of the Company		(2514,~~878~~626,~~591~~862	)		(625,~~057~~878,~~893~~591	)
Other comprehensive loss:
Other comprehensive (loss):
Foreign currency translation adjustment		(5451,~~364~~570	)		(7754,~~381~~364	)
Total comprehensive loss		(2514,~~932~~678,~~955~~432	)		(625,~~135~~932,~~274~~955	)
Less: net comprehensive loss attributable to non-controlling interests		(2214,~~573~~799	)		(522,~~535~~573	)
Net comprehensive loss attributable to equity holders of the Company		(2514,~~910~~663,~~382~~633	)		(625,~~129~~910,~~739~~382	)
Net loss attributable to equity holders of the Company per common share:
Basic and diluted*		(1.01	)		(0.24	)
Basic and diluted		(0.55	)		(1.01	)
Weighted average number of common shares outstanding:
Basic and diluted		25,678,138			25,505,879
Basic and diluted*		26,828,397			25,678,138

* Retroactively presented to reflect 1-for-4 reverse stock split effective on September 11, 2024.

The accompanying footnotes are an integral part of these consolidated financial statements.

3538 | Page

EVOAIR HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (DEFICIT)

(In U.S. Dollars, except share data or otherwise stated)

FOR THE YEARS ENDED AUGUST 31, ~~2024~~2025 AND ~~2023~~ 2024

	shares		amount		capital		deficit			income			be issued			interests			Total
	Common Stock				Additional paid in		Accumulated			Accumulated other comprehensive			Shares to			Non-controlling
	Shares*		~~amount~~Amount		capital		deficit			income			be issued			interests			Total
Balance as of August 31, 2022		25,463,349	$	25,464	$	89,202,262	$	(7,465,373	)	$	65,880		$	75,000		$	(58,754	)	$	81,844,479
Capital contribution		-		-		101,998		-						-			164,519			266,517
Issuance of common stock for Cash		114,385		114		1,143,614		-			-			991,052			-			2,134,780
Foreign currency translation adjustment		-		-		-		-			(82,916	)		-			5,535			(77,381	)
Net loss		-		-		-		(6,057,893	)		-			-			(259,480	)		(6,317,373	)
Balance as of August 31, 2023		25,577,734	$	25,578	$	90,447,874	$	(13,523,266	)	$	(17,036	)	$	1,066,052		$	(148,180	)	$	77,851,022
Balance*		25,577,734	$	25,578	$	90,447,874	$	(13,523,266	)	$	(17,036	)	$	1,066,052		$	(148,180	)	$	77,851,022
Issuance of common stock for cash		93,455		94		934,504		-			-			(934,598	)		-			-
Issuance of common stock for Cash		93,455		94		934,504		-			-			(934,598	)		-			-
Issuance of common stock for service		14,402		14		131,440		-			-			(131,454	)		-			-
Foreign currency translation adjustment		-		-		-		-			(31,791	)		-			(22,573	)		(54,364	)
Net loss		-		-		-		(25,878,591	)		-			-			(436,805	)		(26,315,396	)
Balance as of August 31, 2024		25,685,591	$	25,686	$	91,513,818	$	(39,401,857	)	$	(48,827	)	$	-		$	(607,558	)	$	51,481,262
Balance		25,685,591	$	25,686	$	91,513,818	$	(39,401,857	)	$	(48,827	)	$	-		$	(607,558	)	$	51,481,262
Issuance of common stock for consulting service		1,494,935		1,495		5,978,245		-			-			-			-			5,979,740
Fraction shares issued due to reverse stock split		105		-		-		-			-			-			-			-
Foreign currency translation adjustment		-		-		-		-			(36,771	)		-			(14,799	)		(51,570	)
Net loss		-		-		-		(14,626,862	)		-			-			(341,143	)		(14,968,005	)
Balance as of August 31, 2025		27,180,631	$	27,181	$	97,492,063	$	(54,028,719	)	$	(85,598	)	$	-		$	(963,500	)	$	42,441,427
Balance		27,180,631	$	27,181	$	97,492,063	$	(54,028,719	)	$	(85,598	)	$	-		$	(963,500	)	$	42,441,427

* Retroactively presented to reflect 1-for-4 reverse stock split effective on September 11, 2024.

The accompanying footnotes are an integral part of these consolidated financial statements.

3639 | Page

EVOAIR HOLDINGS INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In U.S. Dollars, except share data or otherwise stated)

FOR THE YEARS ENDED AUGUST 31, ~~2024~~2025 AND ~~2023~~ 2024

	August 31, 2024			August 31, 2023
	August 31, 2025			August 31, 2024
Cash flows from operating activities
Net loss	$	(2614,~~315~~968,~~396~~005	)		(626,~~317~~315,~~373~~396	)
Adjustments for non-cash income and expenses:
Depreciation of property, plant and equipment		251,878			132,170
Depreciation		110,212			251,878
Amortization of technology-related intangible assets		4,157,388			4,157,389
Amortization		2,970,078			4,157,388
Technology-related intangible asset impairment		20,580,040			-
Intangible asset impairment		6,931,502			20,580,040
Property, plant and equipment impairment and abandonments		-			21,387
Stock based expense		3,261,676			-
Changes in operating assets and liabilities:
(Increase)/decrease in accounts receivables		(18,784	)		41,830
Accounts receivables		6,679			(18,784	)
Decrease/(increase) in inventories		170,431			(11,482	)
Inventories		143,539			170,431
Decrease in deposit, prepayments and advances to suppliers		502,701			214,159
Deposit, prepayments and advances to suppliers		53,130			502,701
Decrease in operating lease right-of-use assets		71,374			170,999
Operating lease right-of-use assets		108,239			71,374
Increase/(decrease) in accounts payable and accruals		97,012			(45,942	)
Accounts payable and accruals		280,294			97,012
Decrease in deferred revenue		(430,057	)		(73,003	)
Deferred revenue		993			(430,057	)
Decrease in operating lease liabilities		(74,706	)		(189,830	)
Operating lease liabilities		(110,300	)		(74,706	)
Increase/(decrease) in other payables		68,344			(4,493	)
Other payables		53,203			68,344
Increase in amounts due to shareholders		970,597			229,794
Net cash used in operations	$	(1,158,760	)	$	(939,775	)
Net cash generated from /(used in) operations	$	30,822		$	(1,674,395	)
Cash flows from investing activity
Purchase of property, plant and equipment		(~~146~~16,~~269~~991	)		(14146,~~189~~269	)
Cash used in investing activity	$	(~~146~~16,~~269~~991	)	$	(14146,~~189~~269	)
Cash flows from financing activities
Payments of hire purchase		(6,677	)		(8,587	)
Loan from shareholders		1,233,715			970,597
Payment of offering costs		(449,576	)		-
Payments of hire purchase		(8,226	)		(6,677	)
Proceeds from issuance of common stock		-			1,143,728
Payment of deferred offering costs		(57,824	)		(449,576	)
Proceeds from shares to be issued		-			991,052
Net cash provided by financing activities	$	1,167,665		$	514,344
Proceeds from capital contribution		-			266,517
Net decrease in cash and cash equivalents		(8,086	)		(571,700	)
Net cash (used in)/generated from financing activities	$	(456,253	)	$	2,392,710
Effect of foreign currency translation		(51,570	)		(54,364	)
Net (decrease)/increase in cash and cash equivalents		(571,700	)		704,126
Cash and cash equivalents at start of year		152,985			779,049
Effect of exchange rate changes		(54,364	)		(77,381	)
Cash and cash equivalents at end of year		93,329			152,985
Cash and cash equivalents at start of year		779,049			152,304
Supplemental disclosure of non-cash investing and financing information :
Cash and cash equivalents at end of year		152,985			779,049
Common stock issued for consulting service in relation to Initial public offering	$	2,718,064		$	-

The accompanying footnotes are an integral part of these consolidated financial statements.

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EVOAIR HOLDINGS INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED AUGUST 31, ~~2024~~2025, AND ~~2023~~2024

NOTE 1 – ORGANIZATION AND BUSINESS OPERATIONS

On December 20, 2021, the Company and Low Wai Koon (“Dr. Low”) entered into a share transfer agreement, (the “EvoAir International Share Transfer Agreement”), pursuant to which Dr. Low agreed to sell all of his ordinary shares of EvoAir International Limited (“EvoAir International”) to the Company for a consideration of US$100 (“EvoAir Transaction”). EvoAir International, through its subsidiaries upon completion of the Transactions (defined hereunder), is engaged in the research and development (“R&D”), manufacturing, trading, sale of heating, ventilation and air conditioning (“HVAC”) products and related services in Asia.

On December 20, 2021, several transactions took place (together, the “Allotment Transactions”) whereby the Company issued and allotted in aggregate 98,809,323 ordinary shares of ~~Common~~common ~~Stock~~stock to certain parties. On completion of the Allotment Transactions, the total number of issued and outstanding shares of ~~Common~~common ~~Stock~~stock of the Company were 101,779,323 (“Then Enlarged Share Capital”):

(A) On December 20, 2021, Dr. Low and Chan Kok Wei entered into a share exchange agreement with WKL Eco Earth Holdings Pte Ltd (“WKL Eco Earth Holdings”), pursuant to which Dr. Low and Chan Kok Wei agreed to sell all their ordinary shares of WKL Green Energy Sdn Bhd (“WKL Green Energy”) to WKL Eco Earth Holdings in consideration for the allotment and issuance to WKL Global and Allegro Investment (BVI) Limited (“Allegro Investment”), a company incorporated in the British Virgin Islands (“BVI”) with 50% shareholdings held by Chan Kok Wei and Ong Bee Chen, respectively, of 24,000 shares and 6,000 EvoAir Shares, respectively, or approximately 0.02% and 0.01% of the Then Enlarged Share Capital, respectively. (B) On December 20, 2021, Dr. Low, Chan Kok Wei, Ong Bee Chen and certain sellers (“WKLEE Sellers”) entered into a share exchange agreement with WKL Eco Earth Holdings, pursuant to which Dr. Low, Chan Kok Wei, Ong Bee Chen and WKLEE Sellers agreed to sell all their ordinary shares of WKL Eco Earth Sdn Bhd (“WKL Eco Earth”) to WKL Eco Earth Holdings in consideration for the allotment and issuance to WKL Global, Allegro Investment and WKLEE Sellers of 49,320 EvoAir Shares, 8,280 EvoAir Shares and in aggregate 14,400 shares, respectively, or approximately 0.05%, 0.009% and in aggregate 0.014%, respectively, of the Then Enlarged Share Capital. (C) On December 20, 2021, Tan Soon Hock, Ivan Oh Joon Wern and certain relevant interest holders (“Relevant Interest Holders”) entered into an investment exchange agreement with WKL Eco Earth Holdings, pursuant to which Tan Soon Hock, Ivan Oh Joon Wern and the Relevant Interest Holders agreed to sell all relevant interests in the EVOH and its subsidiaries (“EvoAir Group” or the “Group”) to WKL Eco Earth Holdings in consideration for the allotment and issuance of 7,037,762 EvoAir Shares, 2,520,000 EvoAir Shares and in aggregate 6,001,794 EvoAir shares, respectively, or approximately 6.91%, 2.48% and in aggregate 5.90%, respectively, of the Then Enlarged Share Capital. The board of directors and majority shareholders of the Company have approved the transaction.

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(B) On December 20, 2021, Dr. Low, Chan Kok Wei, Ong Bee Chen and certain sellers (“WKLEE Sellers”) entered into a share exchange agreement with WKL Eco Earth Holdings, pursuant to which Dr. Low, Chan Kok Wei, Ong Bee Chen and WKLEE Sellers agreed to sell all their ordinary shares of WKL Eco Earth Sdn Bhd (“WKL Eco Earth”) to WKL Eco Earth Holdings in consideration for the allotment and issuance to WKL Global, Allegro Investment and WKLEE Sellers of 49,320 EvoAir Shares, 8,280 EvoAir Shares and in aggregate 14,400 shares, respectively, or approximately 0.05%, 0.009% and in aggregate 0.014%, respectively, of the Then Enlarged Share Capital. (C) On December 20, 2021, Tan Soon Hock, Ivan Oh Joon Wern and certain relevant interest holders (“Relevant Interest Holders”) entered into an investment exchange agreement with WKL Eco Earth Holdings, pursuant to which Tan Soon Hock, Ivan Oh Joon Wern and the Relevant Interest Holders agreed to sell all relevant interests in the EvoAir International and its subsidiaries to WKL Eco Earth Holdings in consideration for the allotment and issuance of 7,037,762 EvoAir Shares, 2,520,000 EvoAir Shares and in aggregate 6,001,794 EvoAir shares, respectively, or approximately 6.91%, 2.48% and in aggregate 5.90%, respectively, of the Then Enlarged Share Capital. The board of directors and majority shareholders of the Company have approved the transaction. (D) On December 20, 2021, Dr. Low entered into two deeds of assignment of intellectual properties with WKL Eco Earth Holdings, in respect of Dr. Low’s patents and patent applications relating to eco-friendly air-conditioner condenser (external unit), evoairTM and the trademarks and trademark applications described in the deeds of assignment thereunder, and in respect of Dr. Low’s patents and patents applications relating to the portable air-conditioner, e-Cond EVOTM and the trademarks and trademark applications as described in the deeds of assignment thereunder (together, the “IP Assignments”). Pursuant to the IP Assignments, WKL Global, Allegro Investment and certain nominees shall be allotted and issued 63,362,756 EvoAir Shares, 14,297,259 EvoAir Shares and in aggregate 5,487,752 EvoAir Shares, respectively or approximately 62.25%, 14.05% and in aggregate 5.39%, respectively of the Then Enlarged Share Capital in consideration for the IP Assignments.

EvoAir Transaction, Change of Control Transaction and Allotment Transactions are collectively to be referred to as the “Transactions”. The closing of the Transactions (“Closing”) occurred on December 20, 2021 (the “Closing Date”).

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Round 2 Stockholders

The Company entered into a series of offerings for an aggregate of up to 6,000,000 shares of Common Stock at a per share purchase price of $2.50, as follows:

	●	On February 15, 2022, the Company entered into certain share subscription agreement with Ms. Ang Lee Kim Jane, who is a “non-U.S. Persons” as defined in Regulation S of the Securities Act of 1933, as amended (the “Securities Act”) pursuant to which the Company agreed to issue and sell 74,074 shares of Common Stock, at a per share purchase price of $2.50, as part of a series of offerings by the Company for an aggregate of up to 6,000,000 shares of Common Stock at a per share purchase price of $2.50. The gross proceeds were $185,185.

	●	On June 3, 2022, the Company entered into certain share subscription agreement with Mr. Wong Hon Wai who is a “non-U.S. Persons” as defined in Regulation S of the Securities Act pursuant to which the Company agreed to issue and sell 5,000 shares of Common Stock, at a per share purchase price of $2.50, as part of a series of offerings by the Company for an aggregate of up to 6,000,000 shares of Common Stock at a per share purchase price of $2.50. The gross proceeds were $12,500.

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● On October 25, 2022, the Company entered into Regulation S share subscription agreements with eight investors, each of whom represented that it was a “non-U.S. Persons” as defined in Securities Act. On the same date, the Company entered into Regulation D share subscription agreements with two investors, each of whom represented that it was an “Accredited Investors” as defined in Regulation D of the Securities Act. Pursuant to the share subscription agreements, the Company agreed to issue and sell in aggregate, (i) 129,621 shares of Common Stock to the Regulation S investors, and (ii) 15,000 shares of Common Stock to the Regulation D investors, respectively, at a per share purchase price of $2.50, as part of a series of offerings by the Company for an aggregate of up to 6,000,000 shares of Common Stock at a per share purchase price of $2.50. The gross proceeds in aggregate were $361,553. ● On February 20, 2023, the Company entered into Regulation S share subscription agreements with eleven investors, each of whom represented that it was a “non-U.S. Persons” as defined in Regulation S of the Securities Act. Pursuant to the share subscription agreements, the Company agreed to issue and sell in aggregate, (i) 57,783 shares of Common Stock to the Regulation S investors, at a per share purchase price of $2.50 as part of a series of the offerings by the Company for an aggregate of up to 6,000,000 shares of Common Stock at a per share purchase price of $2.50. The gross proceeds in aggregate were $144,443. ● On July 13, 2023, the Company entered into Regulation S share subscription agreements with 31 investors, each of whom represented that it was a “non-U.S. Persons” as defined in Regulation S of the Securities Act. Pursuant to the share subscription agreements, the Company agreed to issue and sell in aggregate, (i) 250,132 shares of Common Stock to the Regulation S Investors, at a per share purchase price of $2.50 as part of a series of the offerings by the Company for an aggregate of up to 6,000,000 shares of Common Stock at a per share purchase price of $2.50. The gross proceeds in aggregate were approximately $625,330. ● On September 7, 2023, the Company entered into Regulation S share subscription agreements with 71 investors, each of whom represented that it was a “non-U.S. Persons” as defined in Regulation S of the Securities Act. Pursuant to the share subscription agreements, the Company agreed to issue and sell in aggregate, 365,164 shares of Common Stock to the Regulation S investors, at a per share purchase price of $2.50 as part of a series of the offerings by the Company for an aggregate of up to 6,000,000 shares of Common Stock at a per share purchase price of $2.50. The gross proceeds in aggregate were approximately $912,889. ● On November 21, 2023, the Company entered into a Regulation S share subscription agreement with Wong Chun Shoong who represented that he was a “non-U.S. Persons” as defined in Regulation S of the Securities Act. Pursuant to the share subscription agreement, the Company agreed to issue and sell in aggregate, 8,658 shares of Common Stock to the Regulation S investors, at a per share purchase price of $2.50 as part of a series of the offerings by the Company for an aggregate of up to 6,000,000 shares of Common Stock at a per share purchase price of $2.50. The gross proceeds in aggregate were approximately $21,645. Reverse Stock Split On April 12, 2024, the Company’s board of directors (the “Board”) unanimously resolved to effect a reverse stock split of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at a ratio of 1-for-4. Following such resolution, on September 9, 2024, the Company filed a Certificate of Amendment (the “Certificate of Amendment”) with the Secretary of State of the State of Nevada to effect the reverse stock split, with an effective time of 9:00AM. Eastern Time on September 11, 2024 (the “Reverse Stock Split”). Split Adjustment; Treatment of Fractional Shares As a result of the 1:4 Reverse Stock Split, each 4 pre-split shares of Common Stock outstanding will automatically combine into one new share of Common Stock without any action on the part of the holders, and the number of outstanding shares of Common Stock was reduced from 102,742,362 shares to 25,685,591 shares (subject to rounding up of fractional shares to the nearest whole number). No fractional shares was issued in connection with the Reverse Stock Split. Fractional shares were rounded up to the nearest whole number Share Issuance On November 25, 2024, the Company issued, in aggregate, 679,516 shares of Common Stock, representing 2.5% to certain consultant in consideration for their services in relation to proposed initial public offering. On November 25, 2024, the Company issued, in aggregate, 815,419 shares of Common Stock, representing 3.0% to certain consultant in consideration for their consulting services.

41Reverse Stock ~~| Page~~Split

Split Adjustment; Treatment of Fractional Shares

No fractional shares were issued in connection with the Reverse Stock Split. Fractional shares were rounded up to the nearest whole number.

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Share Issuance

On November 25, 2024, the Company issued, in aggregate, 679,516 shares of Common Stock, representing 2.5% of the issued and outstanding shares of Common Stock to certain project management consultant in consideration for their services in relation to proposed initial public offering.

On November 25, 2024, the Company issued, in aggregate, 815,419 shares of Common Stock, representing 3.0% of the issued and outstanding shares of Common Stock to certain corporate and business consultant in consideration for their consulting services.

Details of the Company’s subsidiaries:

SUMMARY OF CONSOLIDATED SUBSIDIARIES

Subsidiaries of EVOH	Attributable interest
EvoAir International Limited (British Virgin Islands)		100	%
Subsidiary of EvoAir International Limited
WKL Eco Earth Holdings Pte Ltd (Singapore)		100	%
Subsidiaries of WKL Eco Earth Holdings Pte Ltd
WKL Eco Earth Sdn Bhd (Malaysia)		100	%
WKL Green Energy Sdn Bhd (Malaysia)		100	%
EvoAir Manufacturing (M) Sdn Bhd (Malaysia)		67.5	%
WKL EcoEarth Indochina Co Ltd (Cambodia)		55	%
WKL Guanzhe Green Technology Guangzhou Co Ltd (China)		5562.5	%*
Subsidiary of EvoAir Manufacturing (M) Sdn Bhd
Evo Air Marketing (M) Sdn Bhd (Malaysia)		100	%

* Shareholding increased to 62.5% on August 14, 2024

NOTE 2 – CHANGE OF CONTROL

Pursuant to the terms of a share transfer agreement dated December 20, 2021, Dr. Low, the then sole executive officer and director of the Company and the owner of 2,000,000 restricted shares of the Company’s ordinary shares representing approximately 67.34% of the Company’s then issued and outstanding shares, sold his entire shareholding of the Company to WKL Global for an aggregate consideration of $100. Upon completion of the Change of Control Transaction, WKL Global then owned 2,000,000 shares, or approximately 67.34% of the Company’s then issued and outstanding shares, which resulted in a change of control of the Company.

NOTE 3 – GOING CONCERN

The Company’s financial statements as of August 31, ~~2024~~2025, is prepared using generally accepted accounting principles in the United States of America (“U.S. GAAP”) applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established a sustainable ongoing source of revenue sufficient to cover its operating costs and allow it to continue as a going concern.

42As of |August ~~Page~~31, 2025, and August 31, 2024, the Company had an accumulated deficit of $54,028,719 and $39,401,857 respectively. The Company incurred net loss of $14,968,005 and $26,315,396 for the years ended August 31, 2025, and 2024, respectively. The cash used in operating activities was $1,158,760 for the year ended August 31, 2025, and the cash used in operating activities was $939,775 for the year ended August 31, 2024, respectively. It was brought to the attention of the Management to assess going concern considering all facts and circumstances about the foreseeable future of the Company as well as its assets and liabilities on the basis that it will be able to realize and discharge them in the normal course of business.

~~As of~~44 ~~August~~| 31, 2024, and 2023, the Company had an accumulated deficit of $39,401,857 and $13,523,266 respectively. The Company incurred net loss of $26,315,396 and $ $6,317,373 for the years ended August 31, 2024, and 2023, respectively. The cash generated from operating activities was $30,822 for the year ended August 31, 2024, and the cash used in operating activities was $1,674,395 for the year ended August 31, 2023. It was brought to the attention of the Management to assess going concern considering all facts and circumstances about the foreseeable future of the Company as well as its assets and liabilities on the basis that it will be able to realize and discharge them in the normal course of business.Page

	●	Expansion of Product Offerings: Broadening the range of HVAC products to meet diverse market needs.
	●	Geographical Expansion: Penetrating new markets to drive revenue growth.
	●	Revenue Diversification: Expanding customer segments across retail, commercial, industrial, and project-based clients, as well as private label and licensing opportunities.
	●	Improved Profitability: Achieving economies of scale through operational efficiencies and growth.

The consolidated financials have been prepared assuming that the Company will continue as a going concern and accordingly financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

NOTE 4 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of ~~presentation~~Presentation and ~~principles~~Principles of ~~consolidation~~Consolidation:

The accompanying consolidated financial statements have been prepared by the Company in accordance with U.S. GAAP for financial information and pursuant to the applicable rules and regulations of the Securities and Exchange Commission (“SEC”).

The consolidated financial statements include the accounts of EvoAir International, WKL Eco Earth Holdings, WKL Eco Earth, WKL Green Energy, and its 67.5% owned EvoAir Manufacturing which included a 100% owned subsidiary, Evo Air Marketing, 55% owned WKL EcoEarth Indochina, and its 5562.5% owned WKL Guanzhe.

All intercompany accounts and transactions have been eliminated in consolidation. In the opinion of the Management, the accompanying financial statements contain all adjustments (consisting of normal and recurring accruals) necessary to present fairly all financial statements in accordance with U.S. GAAP.

43 | Page

The non-controlling interests are presented in the consolidated balance sheets, separately from equity attributable to the stockholders of the Company. Non-controlling interests in the results of the Company are presented on the face of the consolidated statements of operations and comprehensive loss as an allocation of the total loss for the year between non-controlling interest holders and the stockholders of the Company.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of sales and expenses during the reporting periods. Key estimates in the accompanying consolidated financial statements include, among others, revenue recognition, allowances for credit losses and product returns, ~~provisions~~allowance for obsolete inventory, valuation of long-lived assets and Rights of Use (“ROU”) assets (including lease liabilities), and deferred income tax asset valuation allowances. Actual results could differ materially from these estimates.

Fiscal Year End

The Company operates on a fiscal year basis with the fiscal year ending on August 31.

45 | Page

Cash and Cash Equivalents

The Company considers all highly liquid investments with a maturity of three months or less to be cash equivalents. The Company places its cash with a high credit quality financial ~~institution~~institutions.

WKL Guanzhe business is primarily conducted in China and substantially all of revenue are denominated in RMB. The government of People’s Republic of China (“PRC”) imposes control over its foreign currency reserves in part through direct regulation of the conversion of RMB into foreign exchange and through restrictions on foreign trade.

Comprehensive Gain or Loss

ASC 220 “Comprehensive Income,” establishes standards for the reporting and display of comprehensive income and its components in the financial statements. As of August 31, ~~2024~~2025, and ~~2023~~August 31, 2024, the Company established that there are items that represented ~~components~~ components of comprehensive income and, therefore, has included a statement of comprehensive income in the financial statements.

Foreign Currency Translation

The functional currency of Chinese operations is Chinese Renminbi, (“RMB”). The functional currency of the Company’s Singapore operations is Singapore dollars (“SGD”). The functional currency of the Company’s Malaysia operations is Ringgit Malaysia (“RM”). Management has adopted ASC 830 “Foreign Currency Matters” for transactions that occur in foreign currencies. Monetary assets denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Average monthly rates are used to translate revenues and expenses.

44 | Page

Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Exchange gains or losses arising from foreign currency transactions are included in the determination of net income for the respective periods.

Assets and liabilities of the Company’s operations are translated into the reporting currency, United States Dollars, at the exchange rate in effect at the balance sheet dates. Revenue and expenses are translated at average rates in effect during the reporting periods. Equity transactions are recorded at the historical rate when the transaction ~~occurs~~occurred. The resulting translation adjustment is reflected as accumulated other comprehensive income, a separate component of stockholders’ equity in the statement of stockholders’ equity.

Credit Losses

In June 2016, the FASB issued Accounting Standards Update (ASU) 2016-13, specifically Financial Instruments – Credit Losses (Topic 326), denoted as ASC 326. This regulatory framework supersedes the incurred loss methodology with the Current Expected Credit Loss (CECL) methodology. CECL necessitates the derivation of credit loss estimates for the remaining projected life of financial assets, encompassing historical data, prevailing conditions, and substantiated forecasts. Broadly applicable to financial assets assessed at amortized cost, including trade receivables, loan receivables, and held-to-maturity debt securities, CECL also extends its purview to certain off-balance sheet credit exposures, such as unfunded commitments to extend credit. In adherence to this methodology, financial assets measured at amortized cost are to be presented on financial statements at the net amount anticipated to be collected, incorporating an allowance for credit losses as a means of accounting for the estimated credit losses. The Company adopted ASU 2016-13 on September 1, 2023, using the modified retrospective method. See below allowance for credit losses for more information.

Accounts Receivable and Allowance for Credit Losses

Accounts receivable are recorded at the net value of the face amount less any allowance for expected credit loss. The allowance for expected credit loss is the Company’s best estimate of the amount of probable credit losses in our existing accounts receivable. An allowance for credit losses is recorded in the period when loss is probable based on an assessment of specific evidence indicating troubled collection, historical experience, accounts aging and other factors. The Company reviews the allowance for ~~expected~~ credit ~~loss~~losses on a regular basis, ~~and~~ and all past due balances are reviewed individually for collectability. An account receivable is written off after all collection effort has ceased. Recoveries of receivables previously written off are recorded when received. Interest is not charged on past due accounts.

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As of August 31, ~~2024,~~2025 and ~~2023~~August 31, 2024, our accounts receivable amounted to $6256,~~914~~235 and $4462,~~130~~914, respectively, with no allowance for ~~expected credit~~ ~~loss~~credit ~~for both years~~losses.

Inventories

Inventories consist primarily of finished goods, raw materials, and work-in-process (“WIP”) from WKL Eco Earth, WKL EcoEarth Indochina, WKL Guanzhe, and EvoAir Manufacturing.

~~Inventories~~We ~~are~~value ~~recognized~~inventories at the lower of cost or net realizable value. We determine the costs of inventory using the standard cost method, which approximates actual cost based on a first-in, first-out method. All other costs, including administrative costs, are expensed as incurred.

Deposit, prepayments, and other receivables

Deposit, prepayments and other receivables are comprised of prepayments paid to vendors to initiate orders and prepaid services fees and are classified as current assets if such amounts are to be recognized within one year from the balance sheet date.

Property, Plant and Equipment

Property, plant and equipment are recorded at cost ~~less accumulated depreciation~~. Depreciation is computed using the straight-line method over the estimated useful lives of the related capitalized assets. Property ~~plant~~ and equipment are depreciated over 5 to 10 years.

			Useful lives
Plant and machineries			5 years
Office equipment			5 years
Vehicles			5 years
Furniture and equipment			10 years
Renovation			10 years

Repair and maintenance costs are charged to expense as incurred. At the time of retirement or other disposition of property, plant and equipment, the cost and accumulated depreciation will be removed from the accounts and the resulting gain or loss, if any, will be reflected in operations.

Intangible Assets and Other Long-Lived Assets

The Company’s intangible assets consist of patents and trademarks related to assignments of intellectual properties by Dr. Low into WKL Eco Earth Holdings under the IP Assignments as contemplated in Note 1. The intangible assets are recorded at fair market value and are amortized using the straight-line method over an estimated life of 20 years for both patents and trademarks.

46Long-lived assets |are ~~Page~~reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Recoverability of these assets is measured by comparison of their carrying amounts to future undiscounted cash flows the assets are expected to generate. If identifiable intangibles are considered to be impaired, the impairment to be recognized equals the amount by which the carrying value of the assets exceeds its fair market value.

Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. The recoverability of these assets is measured by comparison of their carrying amounts to future undiscounted cash flows the assets are expected to generate. If identifiable intangibles are impaired, the impairment to be recognized equals the amount by which the carrying value of the assets exceeds its fair market value.

Revenue Recognition

Revenue is recognized when a customer obtains control of promised goods or services and is recognized in an amount that reflects the consideration that an entity expects to receive in exchange for those goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The Company does not disaggregate its revenue streams as the economic factors underlying the contracts are similar and provide no significant distinction. The amount of revenue that is recorded reflects the consideration that the Company expects to receive in exchange for those goods or services. The Company applies the following five-step model in order to determine this amount: (i) identification of the promised goods or services in the contract; (ii) determination of whether the promised goods or services are performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation.

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The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. Once a contract is determined to be within the scope of ASC 606 at contract inception, the Company reviews the contract to determine which performance obligations the Company must deliver and which of these performance obligations are distinct. The Company recognizes as revenues the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied.

Deferred Revenue

The Company collects customer deposits ~~from customers~~ in advance for ~~some~~certain business contracts. ~~The~~These ~~customer~~advance payments ~~received~~are ininitially ~~advance are~~ recorded as deferred revenue on the balance sheet. ~~The~~As ~~deferred~~of ~~revenue~~August of31, ~~$440~~2024,~~069~~ ~~was recorded~~deferred asrevenue oftotaled ~~August 31~~$10, ~~2023~~012, with $~~135~~5,~~557~~979 was recognized as revenue ~~for~~during the year ended August 31, ~~2024~~2025. ~~The~~As ~~Company~~of ~~recognized~~August ~~$10~~31,~~012~~ 2025, the Company recorded a deferred revenue asbalance of ~~August 31~~$11, ~~2024~~005.

Deferred Offering Costs

~~Deferred~~The Company follows the requirements of the FASB ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A — “Expenses of Offering”. Deferred offering costs ~~include~~consist ~~specific~~of ~~incremental~~underwriting, ~~costs~~legal and other expenses incurred through the balance sheet date that are directly ~~attributable~~related to the ~~Company’s~~intended initial public offering of(“IPO”). ~~securities~~Deferred inoffering ~~conjunction~~costs will be charged ~~with~~to shareholders’ equity netted against the ~~Uplifting~~proceeds upon the completion of the IPO. ~~Deferred~~Should ~~offering~~the ~~costs~~IPO ~~exclude~~prove ~~management~~to ~~salaries~~be orunsuccessful, ~~other~~these deferred ~~general~~costs, ~~and~~as ~~administrative~~well as additional expenses to be incurred, will be charged to operations. ~~These~~The Company deferred $3,225,464 and $449,576 of offering costs ~~are~~as of ~~being~~August ~~deferred~~31, 2025 and 2024 respectively. Such costs will be ~~charged~~deferred and will be offset against the ~~gross~~offering proceeds upon the completion of the ~~offering~~IPO.

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Leases

We have entered into operating agreements primarily for office and factory. We determine if an arrangement is a lease at inception. For all classes of underlying assets, we elect not to recognize right of use assets or lease liabilities when a lease has a lease term of 12 months or less at the commencement date and does not include an option to purchase the underlying asset that we are reasonably certain to exercise. Operating lease assets and liabilities are included on our consolidated balance sheet as of August 31, ~~2024~~2025.

Operating lease assets and liabilities are recognized at the present value of the future lease payments at the lease commencement date. The interest rate used to determine the present value of the future lease payments is our incremental borrowing rate, because the interest rate implicit in most of our leases is not readily determinable. Our incremental borrowing rate is estimated to approximate the interest rate on a collateralized basis with similar terms and payments, and in the economic environments where the leased asset is located. Operating lease assets also include any prepaid lease payments and lease incentives. Our lease terms include periods under options to extend or terminate the lease when it is reasonably certain that we will exercise that option. We generally use the base, non-cancellable, lease term when determining the lease assets and liabilities. Operating lease expense is recognized on a straight-line basis over the lease term.

Our lease agreements generally contain lease and non-lease components. Non-lease components primarily include payments for maintenance and utilities. We combine fixed payments for non-lease components with our lease payments and account for them together as a single lease component, which increases the amount of our lease assets and liabilities.

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Income Taxes

The Company utilizes ASC Topic 740, “Income Taxes,” which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements or tax returns. The Company accounts for income taxes using the asset and liability method to compute the differences between the tax basis of assets and liabilities and the related financial amounts, using currently enacted tax rates. A valuation allowance is recorded when it is “more likely-than-not” that a deferred tax asset will not be realized.

The Company’s practice is to recognize interest and penalties, if any, related to uncertain tax positions in income tax expense in the consolidated statements of operations.

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Measurement of Fair Value

The fair value of a financial instrument is the amount that could be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Financial assets are marked to bid prices and financial liabilities are marked to offer prices. Fair value measurements do not include transaction costs. A fair value hierarchy is used to prioritize the quality and reliability of the information used to determine fair values. Categorization within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The fair value hierarchy is defined in the following three categories:

Level 1: Quoted market prices in active markets for identical assets or liabilities.

Level 2: Observable market-based inputs or inputs that are corroborated by market data.

Level 3: Unobservable inputs that are not corroborated by market data.

Earnings (Loss) per Share

The Company computes basic and diluted earnings (loss) per share amounts in accordance with ASC Topic 260, “Earnings per Share.” Basic earnings (loss) per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of common shares outstanding during the reporting period. Diluted earnings per share reflects the potential dilution that could occur if stock options and other commitments to issue common stock were exercised or equity awards vest resulting in the issuance of common stock that could share in the earnings of the Company. As of August 31, ~~2024~~ 2025, the Company has no potentially dilutive securities, such as options or warrants, currently issued and outstanding.

Recently Issued Accounting Pronouncements

~~Recently~~In ~~Issued~~November 2023, the Financial Accounting ~~Pronouncements~~Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2023-07, ~~Adopted~~Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, by introducing key amendments to enhance disclosures in public entities’ reportable segments. Notable changes include the mandatory disclosure of significant segment expenses regularly provided to the chief operating decision maker (“CODM”), disclosure of other segment items, and requirements for consistency in reporting measures used by the CODM. The amendments in this update are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Accordingly, the Company adopted the provisions of ASU 2023-07 as of January 31, 2025. The adoption of the new standard had no impact on the Company’s financial position, results of operations or cash flows on the date of transition.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). ASU 2016-13 provides guidance for recognizing credit losses on financial instruments based on an estimate of current expected credit losses model. The amendments are effective for fiscal years beginning after December 15, 2019. Recently, the FASB issued the final ASU to delay adoption for smaller reporting companies for fiscal years beginning after December 15, 2022. We adopted ASU 2016-13 on September 1, 2023, and it did not have a material impact on our consolidated financial statements and related disclosures.

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~~Recently~~In ~~Issued~~November ~~Accounting~~2024, ~~Pronouncements~~the FASB issued ASU 2024-03, ~~Not~~Income ~~Yet~~Statement—Reporting ~~Applicable~~Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires public business entities to disclose specific information about certain costs and expenses. The amendments in this update are effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the effects, if any, that the adoption of ASU 2024-03 may have on its financial position, results of operations, cash flows, or ~~Adopted~~disclosures.

InThere ~~November~~are ~~2023,~~no ~~the~~other ~~FASB~~recently issued ~~ASU~~accounting ~~2023-07,~~pronouncements Improvement to Reportable Segment Disclosures. This ASU aims to improve segment disclosures through enhanced disclosures about significant segment expenses. The standard requires disclosure of significant expense categories and amounts for such expenses, including those segment expenses that ~~are~~have ~~regularly~~not ~~provided~~yet tobeen ~~the~~adopted ~~chief operating decision maker, easily computable from information~~ that ~~is regularly provided, or significant expenses that are expressed in a form other than actual amounts. This standard will be effective for~~ the Company inconsiders ~~Fiscal~~material ~~Year 2025 and is required~~ to beits ~~applied retrospectively to all prior periods~~consolidated ~~presented in the~~ financial statements. ~~The Company is currently evaluating the impact of the additional disclosure requirements on the Company’s consolidated financial statements.~~

NOTE 5 INVENTORIES

Inventories consist of the following:

SCHEDULE OF INVENTORIES

	August 31, 2024		August 31, 2023
	August 31, 2025		August 31, 2024
Finished goods	$	~~334~~145,~~917~~533	$	~~329~~334,~~420~~917
Raw materials and supplies		~~125~~170,~~130~~975		~~138~~125,~~869~~130
Work in progress		-		162,189
Total	$	316,508	$	460,047
Total inventory on hand	$	460,047	$	630,478

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NOTE 6 DEPOSIT, PREPAYMENTS AND OTHER RECEIVABLES

Deposit, prepayments, and other receivables consists of the following:

	August 31, 2024		August 31, 2023
	August 31, 2025		August 31, 2024
Deposits and Prepayments	$	3351,~~406~~055	$	2033,~~777~~406
Other receivables (Advances to suppliers)		8110,~~400~~621		~~596~~81,~~730~~400
Total	$	~~114~~61,~~806~~676	$	~~617~~114,~~507~~806

NOTE 7 PROPERTY, PLANT AND EQUIPMENT, NET

Property, plant, and equipment consist of the following:

	August 31, 2024			August 31, 2023
	August 31, 2025			August 31, 2024
Plant and machinery	$	601,405		$	476,219
Plant and machineries	$	603,972		$	601,405
Office equipment		6167,~~143~~750			5561,~~848~~143
Vehicles		8385,~~239~~127			7783,~~497~~239
Furniture and equipment		2324,~~936~~479			2223,~~285~~936
Renovation		~~121~~127,~~700~~086			~~113~~121,~~305~~700
Property, plant and equipment gross		~~891~~908,~~423~~414			~~745~~891,~~154~~423
Less: Accumulated depreciation		(~~533~~643,~~645~~857	)		(~~281~~533,~~767~~645	)
Property, plant and equipment, net	$	~~357~~264,~~778~~557		$	~~463~~357,~~387~~778

Depreciation expense for the ~~year~~years ended August 31, ~~2024~~2025, was $~~251~~110,~~878,~~212. ~~and~~Depreciation expense for the year ended August 31, ~~2023~~2024, was $~~132~~251,~~170~~878.

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NOTE 8 – INTANGIBLE ASSETS

The below table summarizes the identifiable intangible assets as of August 31, ~~2024,~~2025 and ~~August 31, 2023~~2024:

SUMMARY OF INTANGIBLE ASSETS

	August 31, 2024			August 31, 2023
	August 31, 2025			August 31, 2024
Technology 1-Portable Air Cooler	$	27,438,763		$	27,438,763
Technology 2-Condensing Unit		55,709,004			55,709,004
Finite- lived intangible assets, gross		83,147,767			83,147,767
Less: Accumulated amortization		(11,086,369	)		(6,928,981	)
Less: Accumulated technology-related intangible asset impairment		(27,511,542	)		(20,580,040	)
Less: Technology-related intangible asset impairment		(20,580,040	)		-
Adjusted carrying amount		55,636,225			62,567,727
Intangible assets, net	$	51,481,358		$	76,218,786
Less: Accumulated amortization		(14,056,447	)		(11,086,369	)
Intangible assets, net	$	41,579,778		$	51,481,358

Amortization expenses for intangible assets for the years ended August 31, ~~2024,~~2025 and ~~2023,~~2024 were ~~both~~$2,970,078 and $4,157,388 respectively. Impairment expenses for intangible assets for the years ended August 31, 2025, and 2024 were $6,931,502 and $20,580,040 respectively.

During the year ended August 31, 2024, the Company recognized $20,580,040 impairment on the above intangible assets.

NOTE 9 ACCOUNTS PAYABLE, ACCRUALS, AND OTHER PAYABLES

Accounts payable, and accruals, and other payables consist of the following:

	August 31, 2024		August 31, 2023
	August 31, 2025		August 31, 2024
Accounts payable	$	~~154~~224,~~854~~949	$	40154,~~939~~854
Accruals		~~113~~323,~~046~~245		~~129~~113,~~949~~046
Other payables		95149,~~831~~034		2795,~~487~~831
Total	$	~~363~~697,~~731~~228	$	~~198~~363,~~375~~731

NOTE 10 RELATED PARTY TRANSACTIONS

Amounts due to shareholders

Amounts due to shareholders are unsecured, with interest of 3% to 8% per annum accrue on a daily basis and tenure of 6 months, until the successful uplisting or terms mutually ~~agreed~~ between the parties. The Company reported amount due to shareholders of $12,~~202~~436,~~692~~ 407 and $~~232~~1,~~095~~ 202,692 as of August 31, ~~2024~~2025, and ~~2023~~August 31, 2024, respectively.

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NOTE 11 STOCKHOLDERS’ EQUITY

On December 16, 2021, the Company increased the authorized common stock from 75,000,000 shares with a par value of $0.001 per share to 1,000,000,000 shares with a par value of $0.001 per share.

During ~~fiscal~~the year ~~end~~ended ~~(“FYE”)~~August ~~2023~~31, 2024, the Company issued ~~427~~373,~~536~~822 shares of Common Stock at a per share purchase price of $2.50 as ~~part~~ of the Offering for gross proceeds of $1934,~~068~~534 received in the fiscal year ended August 31,~~728~~2023.

During ~~FYE 2023,~~ the ~~Company~~year ~~received~~ended ~~cash~~August ~~proceeds~~31, ~~of $934~~2024,~~534~~ ~~as part of~~ the ~~Offering,~~Company ~~of which 373,822 shares of Common Stock at per share purchase price of $2.50 were~~ issued onin ~~November~~aggregate 2152,107 ~~2023. 500~~ shares of Common Stock ~~were also issued~~ to an15 ~~individual~~referral agents in consideration for ~~marketing~~their ~~services~~referral ~~provided~~ to the Company ~~during~~of ~~FYE~~certain ~~2023, and the shares were issued on November 21, 2023~~investors.

~~During~~On ~~FYE~~November ~~2024~~21, 2023, the Company issued, ~~373~~in aggregate,~~822~~ 5,500 shares of Common Stock atto atwo ~~per~~individuals ~~share~~in ~~purchase~~consideration ~~price~~for ofmarketing ~~$2.50~~services provided ~~for~~to ~~gross~~the ~~proceeds~~Company ofby ~~$934~~Artisan Creative Studio,~~555,~~ ~~as part~~a ofmarketing ~~the~~entity ~~Offering~~based in Malaysia.

As such, the Company had $0 shares to be issued on August 31, 2024.

During FYE 2024, the Company issued in aggregate 52,107 shares of Common Stock to 15 referral agents in consideration for their referral to the Company of certain investors.

During FYE 2024, the Company issued, in aggregate, 5,500 shares of Common Stock to two individuals in consideration for marketing services provided to the Company by Artisan Creative Studio, a marketing entity based in Malaysia.

On April 12, 2024, the Company’s board of directors unanimously resolved to effect a reverse stock split of the Company’s common stock, par value $0.001 per share, at a ratio of 1-for-4. Following such resolution, on September 9, 2024, the Company filed a Certificate of Amendment with the Secretary of State of the State of Nevada to effect the reverse stock split, with effective on September 11, 2024.

AsOn November a25, ~~result of~~2024, the ~~1:4~~Company ~~Reverse~~issued, ~~Stock~~in ~~Split~~aggregate, ~~each~~679,516 ~~4 pre-split~~ shares of Common Stock, ~~outstanding~~representing ~~will~~2.5% ~~automatically~~of ~~combine~~the ~~into~~issued ~~one~~and ~~new~~outstanding shares ~~share~~ of Common Stock, ~~without~~to ~~any~~certain ~~action~~project onmanagement ~~the~~consultant ~~part~~in ofconsideration ~~the~~for ~~holders.~~their ~~Therefore,~~services asin ofrelation ~~August~~to ~~31, 2024, and 2023,~~ the ~~Company~~proposed ~~had 25,685,591~~initial ~~and~~public ~~25,577,734 shares of its common stock issued and outstanding, respectively~~offering.

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On November 25, 2024, the Company issued, in aggregate, 815,419 shares of Common Stock, representing 3.0% of the issued and outstanding shares of Common Stock in consideration for their corporate and business development consulting services.

As a result of the 1:4 Reverse Stock Split, each 4 pre-split shares of Common Stock outstanding will automatically combine into one new share of Common Stock without any action on the part of the holders. Therefore, as of August 31, 2025, and August 31, 2024, the Company had 27,180,631 and 25,685,591 shares of its common stock issued and outstanding, respectively.

NOTE 12 INCOME TAXES

The Company’s operating subsidiaries are governed by the Income Tax Law (defined hereunder), which concerns Foreign Investment Enterprises and Foreign Enterprises and various local income tax laws (“Income Tax Laws”). We routinely undergo examinations in the jurisdictions in which we operate.

The Company has operations in Singapore, Malaysia, Cambodia, BVI, and China that are subject to taxes in the jurisdictions in which they operate, as follows:

Singapore

WKL Eco Earth Holdings is incorporated in Singapore, and under the current tax laws of Singapore, its standard corporate income tax rate is 17%.

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Malaysia

WKL Eco Earth, WKL Green Energy and ~~EvoAir~~Evoair Manufacturing (including its 100% subsidiary Evo Air Marketing) are incorporated in Malaysia and are subject to common corporate income tax rate at 24%.

Cambodia

WKL EcoEarth Indochina is incorporated in Cambodia, and under the current tax laws of Cambodia, its standard corporate tax rate is 20%.

BVI

EvoAir International is incorporated in BVI, and a BVI Business Company is exempt from the BVI income tax.

China

WKL Guanzhe is incorporated in China. Under the current tax law in the PRC, WKL Guanzhe is subject to the enterprise income tax rate of 25%.

Due to the Company’s net loss position, there was no provision for income taxes recorded. As a result of the Company’s losses to date, there exists doubt as to the ultimate realization of the deferred tax assets. Accordingly, a valuation allowance equal to the total deferred tax assets has been recorded.

Reconciliation between the statutory tax rate to income before income taxes and the actual provision for income taxes is as follows:

	2024			2023
	August 31, 2025			August 31, 2024
	Years Ended August 31,
	Years Ended
	2024			2023
	August 31, 2025			August 31, 2024
US Statutory rate		21	%		21	%
Effect of reconciling items for tax purposes		(21	)%		(21	)%
Effective income tax rate		-	%		-	%

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The components of net deferred tax assets are as follows:

	August 31, 2024			August 31, 2023
	August 31, 2025			August 31, 2024
Net operating loss carry-forward	$	3954,~~400~~000,000		$	1339,~~520~~400,000
Less: valuation allowance		(3954,~~400~~000,000	)		(1339,~~520~~400,000	)
Net deferred tax asset		-			-

The Company had net operating loss carry forwards for tax purposes of approximately $54,000,000 at |August ~~Page~~31, 2025, and approximately $39,400,000 at August 31, 2024, which may be available to offset future taxable income. Utilization of the net operating loss carry forwards may be subject to substantial annual limitations due to the ownership change limitations provided by Section 381 of the Internal Revenue Code of 1986, as amended. The annual limitation may result in the expiration of net operating loss carry forwards before utilization.

The Company had net operating loss carry forwards for tax purposes of approximately $39,400,000 at August 31, 2024, and approximately $13,520,000 at August 31, 2023, which may be available to offset future taxable income. Utilization of the net operating loss carry forwards may be subject to substantial annual limitations due to the ownership change limitations provided by Section 381 of the Internal Revenue Code of 1986, as amended. The annual limitation may result in the expiration of net operating loss carry forwards before utilization.

NOTE 13 ROU ASSET AND LEASES

A lease is defined as a contract that conveys the right to control the use of identifiable tangible property for a period of time in exchange for consideration. The Company adopted ASC Topic 842 which primarily affected the accounting treatment for operating lease agreements in which the Company is the lessee including the Company’s leases of office and factory. The Company elected to not recognize ROU assets and lease liabilities arising from short-term leases with initial lease terms of twelve months or less (deemed immaterial) on the accompanying consolidated balance sheets.

ROU assets include any prepaid lease payments and exclude any lease incentives and initial direct costs incurred. Lease expense for minimum lease payments is recognized on the effective interest, the effective amortization on the lease liability. The lease terms may include options to extend or terminate the lease if it is reasonably certain that the Company will exercise that option.

When measuring lease liabilities for leases that were classified as operating leases ~~as of August 31~~, ~~2024,~~ the Company discounted lease payments using its estimated incremental borrowing rate of 10%.

OnIn ~~March~~January 282025, ~~2023,~~ the Company entered into a ~~lease~~supplemental ~~termination~~ agreement toamending its ~~Cambodia~~existing ~~office~~PRC factory lease atagreement ~~#65,~~(original ~~1st, 2nd and 3rd Floor, Street~~Contract ~~123,~~effective ~~Sangkat~~from ~~Toul~~2021) ~~Tumpong~~with ~~I, Khan Chamkarman, Phnom Penh, Cambodia (~~the ~~“Lease Termination”)~~lessor. The ~~Lease~~amendment ~~Termination~~reduces ~~terminated~~ the ~~Company’s rights and obligations with respect to the~~ leased ~~premises~~area ~~on April 15, 2023. As such, the ROU assets and operating lease liabilities were remeasured, and the Company recorded a gain~~ of ~~$14,890 as a component of operating expenses for~~ the ~~year~~existing ~~ended August~~factory ~~31, 2023~~space. ~~No impairment of the ROU assets was deemed to have occurred.~~

55The Company |determined ~~Page~~that the amendment qualifies as a lease modification under ASC 842-10-25-8 because it decreases the scope of the leased asset (reduced factory space) without granting additional rights of use, and the decrease in consideration is commensurate with the reduced scope, adjusted for market conditions and the Company’s circumstances. This modification is accounted for as a partial termination of the existing lease.

The amendments were accounted for as lease modifications effective February 1, 2025. Per ASC 842-10-25-8, the lease liability was remeasured at the modification date as the present value of the revised lease payments over the remaining term, discounted using the Company’s incremental borrowing rate of 4.75% (the rate implicit in the lease was not readily determinable). The ROU asset was adjusted proportionately to reflect the reduction in leased area, with any difference between the reduction in the ROU asset and the lease liability recognized as a loss of $19,396 in net loss.

The following is a summary of ROU asset and operating lease liabilities:

	August 31, 2024		August 31, 2023
	August 31, 2025		August 31, 2024
Assets:
ROU asset	$	~~199~~91,~~647~~408	$	~~271~~199,~~021~~647
Liabilities:
Current:
Operating lease liabilities current	$	99,445	$	84,879
Operating lease liabilities	$	63,262	$	99,445
Operating lease liabilities current	$	63,262	$	99,445
Non-current
Operating lease liabilities non current		108,891		198,163
Operating lease liabilities		34,774		108,891
Total lease liabilities	$	208,336	$	283,042
Operating lease liabilities non current		34,774		108,891
Total lease liabilities	$	98,036	$	208,336
Operating lease liabilities	$	98,036	$	208,336

~~As of~~53 ~~August~~| ~~31, 2024, the remaining maturities of lease liabilities were as follows:~~Page

As of August 31, 2025, the remaining maturities of lease liabilities were as follows:

	~~Operating lease~~	Operating lease
2025	$	99,445
2026	$	63,262
2026		79,016
2027		34,774
2027		29,875
Total	$	98,036
2028		-
2029 and thereafter		-
Total	$	208,336

NOTE 14 COMMITMENTS AND CONTINGENCIES

~~Litigation~~During the normal course of business, the Company may be exposed to litigation. When the Company becomes aware of potential litigation, it evaluates the merits of the case in accordance with FASB ASC 450-20-50, Contingencies. The Company evaluates its exposure to the matter, possible legal or settlement strategies and ~~Claims~~the likelihood of an unfavorable outcome. If the Company determines that an unfavorable outcome is probable and can be reasonably estimated, it establishes the necessary accruals. As of August 31, 2025, the Company is not aware of any contingent liabilities that should be reflected in the financial statements.

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The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. The outcome of the above case very much depends on the evidence produced and the weight of the Court places on the evidence. As it stands, WKL has a probability of success in its Counterclaim against the parties. Management does not believe, based upon information available at this time, that these matters will have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows.

NOTE 15 SUBSEQUENT EVENTS

In accordance with FASB ASC 855-10 Subsequent Events, the Company has analyzed its operations subsequent to August 31, ~~2024~~2025, to the date these consolidated financial statements were issued, and has determined that it does not have any material subsequent events to disclose in these consolidated financial statements~~, except as follow:~~.

~~Reverse~~54 ~~Stock~~| ~~Split~~Page

Split Adjustment; Treatment of Fractional Shares

No fractional shares was issued in connection with the Reverse Stock Split. Fractional shares were rounded up to the nearest whole number

Share Issuance

On November 25, 2024, the Company issued, in aggregate, 815,419 shares of Common Stock, representing 3.0% issued and outstanding shares of Common Stock in consideration for their consulting services.

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ITEM 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A.

CONTROLS AND PROCEDURES

Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of August 31, ~~2024~~2025. Based on our management’s evaluation under the framework in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, our management concluded that our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms.

A material weakness is a control deficiency, or combination of control deficiencies, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis. In connection with the assessment described above, management identified the following control deficiencies that represent material weaknesses at August 31, ~~2024~~2025:

●	Due to our limited resources, we do not have enough accounting personnel with extensive experience in maintaining books and records and preparing financial statements in accordance with US GAAP which could lead to untimely identification and resolution of accounting matters inherent in our financial transactions in accordance with US GAAP.

●	The Company has insufficient written policies and procedures for accounting and financial reporting, which led to inadequate financial statement closing process.

●	The Company has a lack of segregation of duties, a lack of audit committee or independent governance/oversight.

Our management also confirmed that there was no change in our internal control over financial reporting during the year ended August 31, ~~2024~~ 2025 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B.

OTHER INFORMATION

None.

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PART III

ITEM 10.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Our executive officer’s and director’s and their respective ages as of ~~the~~November ~~date~~7, 2025 hereof are as follows:

Name	Age	Positions
Low Wai Koon	54	Executive Director/ Chairman/ Chief Executive Officer
Chan Kok Wei	5051	Executive Director/ Group Managing Director
Ong Bee Chen	48	Executive Director/ Chief Financial Officer
Goh Chuan Meng	39	Independent Non-Executive Director
Ivan Oh Joon Wern	3132	Independent Non-Executive Director

Dr. Low, aged 54, is the founder and Chief Executive Officer of the EvoAir Group since 2017, where heads the research and development team of EvoAir Group, provides leadership and builds consensus, in conjunction with the Group Managing Director and oversees the day the day-to-day operations of the Group. Prior to joining the EvoAir Group, Dr. Low had over 15 years of experience in the mechanical engineering sector. He founded Proficient Auto Sdn Bhd, a chain auto service centre in Malaysia, in 2001 and acted as an executive director from 2001 to 2013 where he was in charge of day-to-day operation. Dr Low was the founder and Executive Director of LWK Automotive Green Technologies Sdn Bhd from 2011 to 2017 overseeing day to day operation, as well as designing producing various products focusing on green technologies, including the Hydraulic Powered Drive System (“HPDS”), a fully waterproof transmission technology that incorporates a normal combustion engine with a hydraulic system, with the objective to produce an environmentally friendly system that enables conventional engines and generators to run more efficiently; and multi-purpose rescue vehicle (“MRV”), a unique vehicle built upon the HPDS green technology for the disaster relief sector. Dr. Low is also the author of ‘The Light’, a book focusing on creating awareness of environmental protection by mankind as a green activist. He was conferred a Degree of Doctor of Philosophy (Honoris Causa) with a major in Robotics Engineering Science from the American World University in 2009 and is an Honorary Fellow of the International Society of Professional Engineers, USA, since 2010.

Mr. Chan, aged 5051, has been an executive director of the Group. Mr. Chan is a Co-founder and Group Managing Director of EvoAir Group since 2017. He is responsible for the general management, planning of overall strategy and day-to-day operations of the Group, development of the Group’s overall strategic plan, capital markets activities and corporate development initiatives. Mr. Chan has over 20 years of experience in general management, capital markets, wealth management, investment banking, corporate advisory, corporate development and investors relations experience in Asia. He is a Co-founder and Managing Director of Allegro Corporate Advisory Pte Ltd (“Allegro”) since 2015, an independent strategic and corporate advisory firm based in Singapore. Allegro provides advisory services relating to initial public offerings (“IPOs”), mergers and acquisitions (“M&A”), business and trade sales, strategic corporate transactions, and capital raising, which focuses on Southeast Asia and China. Mr. Chan was the Director of Corporate Development of ZingMobile Group Limited (“ZingMobile”) from 2012 to 2017, an Australian Securities Exchange (“ASX”)-listed mobile platform enabler responsible for the group’s corporate finance, business and corporate development as well as investors relation and stakeholder management. Mr. Chan was also a director of ZingMobile’s holding company, ZingMobile International Pte Ltd. Prior to joining ZingMobile group, he was a Vice President at BNP Paribas Wealth Management, Singapore from 2010 to 2012, and Vice President of CIMB Investment Bank, Malaysia from 2005 to 2010, providing wealth management solutions to high net worth individuals.

Mr. Chan has listed company transaction experience including spearheading the IPO of Oilfield Workforce Group Ltd (“Oilfield”) on ASX in 2013; reverse takeover exercise of ZingMobile involving Pixie Entertainment Group Pte Ltd in 2015. Mr. Chan and his partner were credited for unlocking the shareholders’ value of the then ASX-listed company, Oilfield by restructuring the group through injecting a healthy business, Jack-In-Pile (M) Sdn Bhd, a Malaysian-based piling company and divesting the ailing oil and gas business. He was the Independent Non-Executive Director, Chairman of Audit Committee and Nomination Committee of Oilfield.

Mr. Chan received a Master in Business Administration (Finance) from the Charles Sturt University, Australia in April 2003 and a Bachelor of Economics from The Australian National University, Australia in April 2000.

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Ms. Ong, aged 4849, is an Executive Director and Group Chief Financial Officer of the Group. Ms. Ong was a Co-founder of EvoAir Group since 2017. She is responsible for the planning, implementation, managing accounting and finance activities of EvoAir Group, including business planning, budgeting, forecasting and cashflow management, working alongside with Chief Executive Officer and Group Managing Director in formulating corporate strategies for the Group as well as spearheading the corporate exercises undertaken by the Group. Ms. Ong has over 20 years of experience in general management, corporate finance, private equity, investment management, strategic and advisory, internal audit in Singapore and Malaysia. She is the co-founder and Executive Director of Allegro since 2015, an independent strategic and corporate advisory firm based in Singapore. Allegro provides advisory services relating to IPO, M&A, business and trade sales, strategic corporate transactions, and capital raising, which focuses on Southeast Asia and China. Ms. Ong was an Associate Director of a Singapore-based private equity firm, where she was responsible for managing private equity investments (including origination, structuring, execution and divestments) in Emerging East Asia with China centric, which includes formulating value creation plans and bringing investee companies for listing and trade sale as part of exit strategies. During her tenure with investment banks and corporate and strategic advisory firms, she was widely involved in corporate finance transactions including cross-border mergers and acquisitions, reverse takeovers, initial public offerings and equity capital market transactions on ASX, Bursa Malaysia Securities Berhad and Stock Exchange of Hong Kong Limited. Ms Ong and her partner were credited for unlocking the shareholders’ value of an ASX-listed company, Oilfield by restructuring the group through injecting a healthy business, Jack-In-Pile (M) Sdn Bhd, a Malaysian-based piling company and divesting the ailing oil and gas business.

Ms. Ong graduated from The Australian National University with Bachelor of Commerce majoring in Accounting, Finance and sub-majoring in Economics in April 2000 and obtained Certified Practising Accountant status with CPA Australia since 2004.

Dr. Goh, aged 39, is an independent non-executive director of the Group. He has also served as the Technology Advisor for the EvoAir Group since 2017. Dr. Goh had over 10 years’ experience in engineering and teaching. Dr. Goh is an assistant professor at the Universiti Tunku Abdul Rahman, Kampar since September 2017. From July 2014 to May 2016, Dr. Goh taught as a Graduate Assistance at the Universiti Teknologi Petronas. From April 2014 to July 2014, Dr, Goh taught as a Physics Teacher at Tenby International School. From March 2013 to April 2014, Dr. Goh worked as a Senior Process Engineer at Finisar Berhad. From January 2010 to March 2013, Dr. Goh worked as an equipment engineer at Unisem (M) Berhad. From July 2009 to January 2010, Dr. Goh worked as a product engineer at Carsem (M) Berhad. Dr. Goh obtained both his doctorate degrees of Doctorate of Philosophy in Electronic and Electrical Engineering from the University of Technology Petronas, Tronoh, Perak and Doctorate Philosophy in Electronic and Image Engineering from the University of Burgundy, Dijon, France in August 2017. Dr. Goh obtained his Master of Business Administration from the Universiti Utara Malaysia, Sintok in March 2016. Dr. Goh obtained his Master of Science in Electronic System (Honors Engineering from the University of Technology Petronas, Tronoh, Perak in May 2014. Dr. Goh obtained his Bachelor of Engineering (Hons) Mechanical from the University of Industry Selangor, Batang Berjuntai, Selangor in August 2009.

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Mr. Oh, aged 3132, is an Independent Non-Executive Director of EvoAir Group. Mr. Oh had over 10 years of experience in business development, finance and sales. Since September 2016, Mr. Oh has been the deputy chief financial officer of Tone Group International Sdn Bhd, a telecommunications company in Malaysia. Mr. Oh is a Marketing Manager of Bread Buddy PLT, a bakery located in Malaysia since February 2020. From March 2011 to August 2011, Mr. Oh was a sales executive at Apple Inc. in Malaysia. Mr. Oh obtained a Bachelor of International Business and Entrepreneurship from the University of Essex with Honours Class II (Division 1), United Kingdom in 2016.

Audit, Nominating and Compensation Committees

We As of the date of this Report, we do not ~~currently~~ have an audit, nominating or compensation committee or committees performing similar functions. The Board of Directors as a whole performs such duties.

SIGNIFICANT EMPLOYEES

Other than our director, we do not expect any other individuals to make a significant contribution to our business.

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ITEM 11.

EXECUTIVE COMPENSATION

The following tables set forth certain information about compensation paid, earned or accrued for services by our Executive Officer for FYE ~~2024~~2025 and ~~2023~~2024:

Summary Compensation Table

Name and Principal Position	Financial Year Ended August 31	Salary ($)		Bonus ($)		Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Change in pension value and nonqualified deferred compensation earnings ($)		All Other Compensation ($)		Total ($)
Low Wai Koon	~~2024~~2025		~~115~~124,~~275~~239		0		-0-		-0-		-0-		-0-		-0-		~~115~~124,~~275~~239
Chan Kok Wei	~~2024~~2025		~~115~~118,~~871~~482		0		-0-		-0-		-0-		-0-		-0-		~~115~~118,~~871~~482
Ong Bee Chen	~~2024~~2025		8991,~~131~~140		0		-0-		-0-		-0-		-0-		-0-		8991,~~131~~140
Goh Chuan Meng	~~2024~~2025		5,~~123~~522		-0-		-0-		-0-		-0-		-0-		-0-		5,~~123~~522
Chan Hong Fook	2024		0		-0-		-0-		-0-		-0-		-0-		-0-		0
Ivan Oh Joon Wern	2025		5,522		-0-		-0-		-0-		-0-		-0-		-0-		5,522
Ivan Oh Joon Wern	2024		5,123		-0-		-0-		-0-		-0-		-0-		-0-		5,123

Name and Principal Position	Financial Year Ended August 31,		Salary ($)		Bonus ($)		Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Change in pension value and nonqualified deferred compensation earnings ($)		All Other Compensation ($)		Total ($)
Low Wai Koon		~~2023~~2024		~~119~~115,~~667~~275		~~9,972~~		-0-		-0-		-0-		-0-		-0-		~~129~~115,~~639~~275
Chan Kok Wei		~~2023~~2024		115,~~056~~871		~~9,588~~		-0-		-0-		-0-		-0-		-0-		~~124~~115,~~644~~871
Ong Bee Chen		~~2023~~2024		8889,~~505~~131		~~7,375~~		-0-		-0-		-0-		-0-		-0-		9589,~~880~~131
Goh Chuan Meng		~~2023~~2024		5,~~319~~123		0		-0-		-0-		-0-		-0-		-0-		5,~~319~~123
Chan Hong Fook		~~2023~~2024		~~1,773~~		-0-		-0-		-0-		-0-		-0-		-0-		~~1,773~~-
Ivan Oh Joon Wern		~~2023~~2024		5,~~319~~123		-0-		-0-		-0-		-0-		-0-		-0-		5,~~319~~123

There are no current employment agreements between the company and its officer.

There are no annuity, pension or retirement benefits proposed to be paid to the officer or director or employees in the event of retirement at normal retirement date pursuant to any presently existing plan provided or contributed to by the company or any of its subsidiaries, if any.

Executive Compensation Philosophy

Our Board of Directors determines the compensation given to our executive officers in their sole determination. Our Board of Directors reserves the right to pay our executive or any future executives a salary, and/or issue them shares of common stock in consideration for services rendered and/or to award incentive bonuses which are linked to our performance, as well as to the individual executive officer’s performance. This package may also include long-term stock-based compensation to certain executives, which is intended to align the performance of our executives with our long-term business strategies. Additionally, while our Board of Directors has not granted any performance base stock options to date, the Board of Directors reserves the right to grant such options in the future, if the Board in its sole determination believes such grants would be in the best interests of the Company.

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Incentive Bonus

The Board of Directors may grant incentive bonuses to our executive officer and/or future executive officers in its sole discretion, if the Board of Directors believes such bonuses are in the Company’s best interest, after analyzing our current business objectives and growth, if any, and the amount of revenue we are able to generate each month, which revenue is a direct result of the actions and ability of such executives.

Long-term, Stock Based Compensation

In order to attract, retain and motivate executive talent necessary to support the Company’s long-term business strategy we may award our executive and any future executives with long-term, stock-based compensation in the future, at the sole discretion of our Board of Directors, which we do not currently have any immediate plans to award.

Pensions

As of November 277, ~~2024~~2025, besides regulatory Central Provident Fund payments for Singapore employees and regulatory employee Provident Fund Payments for Malaysia employees, we had no pension plans or compensatory plans or other arrangements which provide compensation in the event of a termination of employment or a change in our control.

ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth information as of November 277, ~~2024~~2025 regarding the ownership of our common stock by each shareholder known by us to be the beneficial owner of more than five percent of our outstanding shares of common stock, each director and all executive officers as a group. Except as otherwise indicated, each of the shareholders has sole voting and investment power with respect to the shares of common stock beneficially owned.

Title of Class	Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership			Percent of class
Common Stock	WKL Global Limited		118,~~493~~570,~~125~~194			4231.28531	%
	Ritter House, Wickhams Cay II, PO Box 3170, Road Town, Tortola VG1110,
Common Stock	Allegro Investment (BVI) Limited		2,063,224			7.59	%
	Ritter House, Wickhams Cay II, PO Box 3170, Road Town, Tortola VG1110,
Common Stock	Tan Soon Hock		1,759,441			6.47	%
	No 31-A2, Jalan 5/32A, 6 1/2 Miles, Off Jalan Kepong, 52000 Kuala Lumpur, Malaysia.
	Named Executive Officers, Directors
Common Stock	Low Wai Koon		118,~~493~~570,~~125~~194	(1)		4231.28531	%
	No 31-A2, Jalan 5/32A, 6 1/2 Miles, Off Jalan Kepong, 52000 Kuala Lumpur, Malaysia.
Common Stock	Chan Kok Wei		2,063,224	(2)		7.59	%
	No 31-A2, Jalan 5/32A, 6 1/2 Miles, Off Jalan Kepong, 52000 Kuala Lumpur, Malaysia.
Common Stock	Ong Bee Chen		2,063,224	(3)		7.59	%
	No 31-A2, Jalan 5/32A, 6 1/2 Miles, Off Jalan Kepong, 52000 Kuala Lumpur, Malaysia.
Common Stock	Ivan Oh Joon Wern		630,000			2.32	%
	No 31-A2, Jalan 5/32A, 6 1/2 Miles, Off Jalan Kepong, 52000 Kuala Lumpur, Malaysia.

⁽¹⁾WKL Global Limited is wholly owned and controlled by Low Wai Koon

⁽²⁾Chan Kok Wei beneficially holds 100% shareholding of Allegro Investment

⁽³⁾Ong Bee Chen beneficially holds 100% shareholding Allegro Investment

The percentage of class is based on 27,180,631 shares of common stock issued and outstanding as of November 277, ~~2024~~2025.

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ITEM 13.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

SEC rules require us to disclose any transaction since the beginning of our last fiscal year or any currently proposed transaction in which we are a participant in which the amount involved exceeded or will exceed $120,000 and in which any related person has or will have a direct or indirect material interest. A related person is any executive officer, director, nominee for director, or holder of 5% or more of our common stock, or an immediate family member of any of those people.

The Company’s related party list and relationship are as follows:

Related parties Relationships Dr. Low Wai Koon The executive director, chairman and chief executive officer of the Company is also the shareholder and director of WKL Global Limited. Chan Kok Wei The executive director, and director of the Company is also the shareholder and director of Allegro Investment (BVI) Limited. Tan Soon Hock One of the shareholders of the Company and EvoAir Manufacturing (M) Sdn. Bhd. Oh Teik Huat One of the shareholders of the Company and, also one of the shareholders and directors of EvoAir Manufacturing (M) Sdn. Bhd. Mok Ngan Nooi One of the shareholders of the Company.

Related party balances as of August 31, ~~2024~~2025 and ~~2023~~2024 are as per table below:

Related party balances

Amount due to shareholders

		As of
Name of Related Party	Nature	August 31, ~~2024~~2025		August 31, ~~2023~~2024
Dr. Low Wai Koon	Shareholder loan/ Expenses paid on behalf	$	~~546~~961,~~186~~173	$	64546,~~592~~186
Chan Kok Wei	Shareholder loan		~~534~~1,~~676~~140,202		53534,~~877~~676
Tan Soon Hock	Shareholder loan		8788,~~021~~773		8087,~~816~~021
Oh Teik Huat	Shareholder loan		3471,~~808~~018		3234,~~810~~808
Total		$	1,202,692	$	232,095
Mok Ngan Nooi	Shareholder loan		175,241		0
Total		$	2,436,407	$	1,202,692

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ITEM 14.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following table presents the fees for professional audit services of the Company’s annual financial statements for the fiscal years ended August 31, ~~2024~~2025 and August 31, ~~2023~~2024 and fees billed for other services rendered by the auditors during those periods. All services reflected in the following fee table were pre-approved, respectively, in accordance with the policy of the Board.

	August 31, 2024		August 31, 2023
	August 31, 2025		August 31, 2024
Audit fees (1)	$	~~118~~196,000	$	~~108~~183,000
Audit-related fees		~~1,480~~-		115,~~480~~000
Tax fees		780		780
Total Fees	$	~~120~~196,~~260~~780	$	~~110~~198,~~260~~780

Notes:

(1)Audit fees consist of audit and review services, consent and review of documents filed with the SEC for fiscal years ended August 31, ~~2024~~2025 and August 31, ~~2023~~2024, respectively.

In its capacity, the Board pre-approves all audits (including audit-related) and permitted non-audit services to be performed by the independent auditors. The Board will annually approve the scope and fee estimates for the year-end audit to be performed by the Company’s independent auditors for the fiscal year. With respect to other permitted services, the Board pre-approves specific engagements, projects and categories of services on a fiscal year basis, subject to the individual project and annual maximums. To date, the Company has not engaged its auditors to perform any non-audit related services.

ITEM 15.

EXHIBITS

The following exhibits are filed as part of this Annual Report.

10.1*	Certificate of Amendment, filed with the Secretary of State of Nevada on September 9, 2024
10.2*	Share Transfer Agreement between Low Wai Koon and Unex Holdings Inc., dated December 20, 2021, incorporated by reference to Exhibit 2.1 on Form 8-K filed on December 21, 2021.
10.3*	Share Transfer Agreement between Low Wai Koon and WKL Global, dated December 20, 2021, incorporated by reference to Exhibit 2.2 on Form 8-K filed on December 21, 2021.
10.4*	Share Transfer Agreement between Low Wai Koon and Evoair International Limited, dated December 20, 2021, incorporated by reference to Exhibit 2.3 on Form 8-K filed on December 21, 2021.
10.5*	Form of Share Exchange Agreement between certain sellers and WKL Eco Earth Holdings Pte. Ltd. whereby Unex Holdings Inc. is the Issuer, dated December 20, 2021, incorporated by reference to Exhibit 2.4 on Form 8-K filed on December 21, 2021.
10.6*	Form of Share Exchange Agreement between certain sellers and WKL Eco Earth Holdings Pte. Ltd. whereby Unex Holdings Inc. is the Issuer, dated December 20, 2021, incorporated by reference to Exhibit 2.5 on Form 8-K filed on December 21, 2021.
10.7*	Form of Investment Exchange Agreement between certain Seller and WKL Eco Earth Holdings Pte. Ltd. whereby Unex Holdings Inc. is the Issuer, dated December 20, 2021, incorporated by reference to Exhibit 2.6 on Form 8-K filed on December 21, 2021.
10.8*	Form of Deed of Assignment between Low Wai Koon and WKL Eco Earth Holdings Pte Ltd, dated December 20, 2021, incorporated by reference to Exhibit 2.7 on Form 8-K filed on December 21, 2021.
10.9*	Form of Deed of Assignment between Low Wai Koon and WKL Eco Earth Holdings Pte Ltd, dated December 20, 2021, incorporated by reference to Exhibit 2.8 on Form 8-K filed on December 21, 2021.
10.10*	Form of Subscription Agreement between Ang Lee Kim Jane and Unex Holdings Inc., dated February 15, 2022
10.11*	Form of Subscription Agreement between Wong Hon Wai and Unex Holdings Inc., dated June 3, 2022
10.12*	Supplemental Agreement dated October 19, 2022, by and between Unex Holdings Inc. and Wong Hon Wai.
10.13*	Form of Subscription Agreement between Regulation S Investors and Unex Holdings Inc., dated October 25, 2022
10.14*	Form of Subscription Agreement between Regulation D Investors and Unex Holdings Inc., dated October 25, 2022
10.15*	Form of Subscription Agreement between Regulation S Investors and Unex Holdings Inc., dated February 20, ~~2022~~2023
10.16*	Form of Subscription Agreement between Regulation S Investors and Unex Holdings Inc., dated July 13, 2023
10.17*	Form of Subscription Agreement between Regulation S Investors and Unex Holdings Inc., dated September 7, 2023
10.18*	Form of Subscription Agreement between Regulation S Investor and EvoAir Holdings Inc., dated November 21, 2023
10.19*	OEM Supply Agreement dated December 12, 2023
21.1*	Subsidiaries of the Registrant
31.1	Certification of Chief Executive Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a)
31.2	Certification of Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a)
32.1	Certifications pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002, executed by Chief Executive Officer
32.2	Certifications pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002, executed by Chief Financial Officer
101. INS	Inline XBRL Instance Document
101. SCH	Inline XBRL Taxonomy Extension Schema Document
101. CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101. DEF	Inline XBRL Taxonomy Extension Definition Document
101. LAB	Inline XBRL Taxonomy Extension Label Linkbase Document
101. PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Previously filed

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SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	EVOAIR HOLDINGS INC.
Dated: November 29, 2024	By:	/s/ Low Wai Koon
Dated: November 12, 2025	By:	/s/ Low Wai Koon
		Low Wai Koon, Chairman, President and Chief Executive Officer
		(Principal Executive Officer)
Dated: November 29, 2024	By:	/s/ Ong Bee Chen
Dated: November 12, 2025	By:	/s/ Ong Bee Chen
		Ong Bee Chen
		Chief Financial Officer

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Filing Compare · EvoAir Holdings Inc.