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 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 FORM

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

 For
the financial year ended AUGUST 31, 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

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

Holdings Inc.

 31-A2, Jalan 5/32A
 6 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

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

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

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

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

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.

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).

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 7, 2025.

 The aggregate market value of the Company's common stock held by
non-affiliates of 11,234,841 shares computed by reference to the closing price of the Company's, common stock of $23.00, as of the
last business day of the registrant's most recently completed second fiscal quarter, was approximately $ 258,401,343 on February 28,
2025.

 Table
of Contents

 Item

 Business

 Item
 1a

 Risk Factors

 Item
 1b

 Unresolved Staff Comments

 Item 1c

 Cybersecurity.

 Item

 Properties

 Item

 Legal Proceedings

 Item

 Mine Safety Disclosures

 Item

 Market
 for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Item

 Selected Financial Data

 Item

 Management's Discussion and Analysis of Financial Condition and Results of Operations

 Item
 7a

 Quantitative and Qualitative Disclosures About Market Risk

 Item

 Financial Statements and Supplementary Data

 Item

 Changes in And Disagreements with Accountants on Accounting and Financial Disclosure

 Item
 9a

 Controls and Procedures

 Item
 9b

 Other Information

 Item

 Directors, Executive Officers and Corporate Governance

 Item

 Executive Compensation

 Item

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item

 Certain Relationships and Related Transactions, And Director Independence

 Item

 Principal Accountant Fees and Services

 Part
 IV

 Item

 Exhibits and Financial Statement Schedules

 2 | Page

 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.

 3 | Page

 PART
I

 ITEM 1

 BUSINESS

 Organization
and Business Background

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 eco-friendly 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 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 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 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 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, 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, 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 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 TM 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.

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.

 4 | Page

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
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

 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.

 5 | Page

 Details
of the Company's subsidiaries:

 Name

 Place
 and date of incorporation

 activities

 Ownership

 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")

 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")

 October 24, 2017

 R&D
 on biotechnology.

 100%

 Manufacturing (M) Sdn Bhd ("EvoAir Manufacturing")

 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

 62.5%

 Subsidiary of EvoAir Manufacturing

 Evo
 Air Marketing (M) Sdn. Bhd. ("Evo Air Marketing")

 February 2, 2021

 Marketing
 and sale of eco-friendly HVAC products and related services

 100%

 6 | Page

 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 TM brand 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 promotion of air purifier and air-sanitizing products

 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 EvoAir TM 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.

 7 | Page

 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 TM
 is 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 TM hybrid 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 o C to 32 o C
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.

 8 | Page

 Air-conditioning
refrigerant is harmful to the environment. The EvoAir TM system 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 TM hybrid air-conditioning system was awarded SGS International Certification 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 o C to 32 o C 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.

 Residential
Units

 We
offer a variety options of EvoAir TM hybrid 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 TM units 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 TM commercial / 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.

 9 | Page

 Manufacturing

 The
Group produces its Coolpressor under its EvoAir TM brand. Meanwhile, the Group partners with OEMs to produce an air-conditioner
indoor unit (blower) to complement its EvoAir TM Coolpressor as well as its eco-friendly portable air-conditioner systems under
its e-Cond EVO TM 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 30,000 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 TM products 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.

 10 | Page

 Ionic Nano Copper Zinc (INCZN)

 In response to growing public health concerns and
the increasing demand for environmental disinfectant solutions, the Group has introduced Ionic Nano Copper Zinc (INCZN), a new product
developed for airborne sanitization through copper and zinc-based 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 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") ( 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") (
in June 2025, the world's total air conditioner demand in 2024 is estimated at 131,638 thousand units, which represents 106% of the world
demand of 2023. Looking at the 2024 world demand in terms of Japan, China and other regions, the largest demand is from China, of which
demand is estimated to have reached 49.726 million units, representing 105% of its 2024 demand. China's demand accounts for 38% of the
world's total demand. Next to China, the Asian region (excluding Japan and China) stands at 25.249 million units, followed by North America
with 19.199 million units, Japan with 10.187 million units, Europe with 9.533 million units and Latin America with 7.325 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.

 11 | Page

 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.

 12 | Page

 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

 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

 1,001

 1635

 1,515

 1,962

 1,496

 1,584

 1,707

 2432

 2,153

 1,877

 1,826

 1,929

 2,200

 Source:
Estimates of World Air Conditioner Demand (Ju ly
20 22 & June 2025) - The Japan Refrigeration and
Airconditioning Industry Association (JRAIA)

 As
derived from the JRAIA report, in 2025,
approximately 132 million units of air conditioners
were sold globally of which approximately 86% were residential units and approximately 1 4 % were commercial units.

 Based
on statistics available in the JRAIA report, we calculated both CAGR of residential and commercial air conditioners from 2020 to
2024 increased to approximately 4.84% and 7.64% respectively. China was the largest consumer of air conditioners globally and it
accounted for approximately 37.77% of all air conditioners sales. By continent, Asia (Ex-Japan and China) had the highest CAGR of
approximately 11.74% from 2020 to 2025 followed by Middle East at approximately 6.78% CAGR.

 13 | Page

 No.

 Major
 Aircon Brands Globally

 Company

 Securities
 Exchange (1)

 Activities (2)

 Market
 Capitalisation (USD'bn) (3)

 HVAC Revenues (USD'bn) (4)

 Daikin

 Daikin
 Industries Ltd

 Tokyo

 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.

 34.12

 23.86 (5)

 Midea

 Midea
 Group Co

 Shenzhen

 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.

 74.95

 22.59

 Trane

 Trane
 Technologies PLC

 New

 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.

 96.70

 12.73

 Carrier

 Carrier
 Global Corp

 New

 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.

 47.88

 14.81

 LG

 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.

 9.80

 N/A

 Panasonic

 Panasonic
 Corp

 Tokyo

 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.

 25.85

 5.75 (5)

 Mitsubishi
 Electric

 Mitsubishi
 Electric Corp

 Tokyo

 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.

 56.62

 9.38 (5)

 14 | Page

 Haier

 Haier
 Smart Home Co Ltd

 Shanghai

 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.

 23.43

 6.47

 Lennox

 Lennox
 International Inc

 New

 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.

 17.20

 3.29

 Johnson
 Controls

 Johnson
 Controls International PLC

 New

 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.

 79.10

 NA

 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.

 408.52

 NA

 Whirlpool

 Whirlpool
 Corp

 New

 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.

 4.00

 NA

 Sharp

 Sharp
 Corp

 Tokyo

 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.

 3.46

 NA

 (1) Source:

 (2) Source:

 (3) Source:
 (5 November 2025); foreign exchange rate:  (7 November
2025)

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

 (5) Financial year ended 31 March 2024

 15 | Page

 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 7, 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

 TM2021004997

 24.02.2021

 40202113590Q

 09.06.2021

 QCOV

 TM2021004999

 24.02.2021

 40202113589T

 09.06.2021

 TM2021025558

 14.09.2021

 TM2021018495

 07.07.2021

 TM2021012892

 04.05.2021

 TM2021002685

 29.01.2021

 We
 Cha

 TM2020000453

 09.01.2020

 TM2020000455

 09.01.2020

 China

 43752514

 13.01.2020

 2017076420

 27.12.2017

 TM2020007202

 20.04.2020

 40202022969Y

 02.11.2020

 16 | Page

 Grated
 Patents or Utility Models and Pending Patents or Utility Models

 Invention
 Name

 Country
 Code

 Status

 Application
 No.

 Filing
 Date

 Publication
 No.

 Publication
 Date

 UI2019003217

 04.06.2019

 -

 04.12.2020

 PCT

 PCT/MY2020/050038

 30.06.2020

 WO/2020/246871

 10.12.2020

 2103003569

 03.12.2021

 20596

 23.12.2022

 Philippines

 22021550009

 02.12.2021

 N/A

 11.03.2022

 2-2021-00562

 03.06.2020

 3736

 N/A

 Unit (E-pad)

 PCT

 PCT/MY2020/050070

 18.08.2020

 WO/2021/034185

 25.02.2021

 Unit (E-pad)

 2203000456

 21.02.2022

 23625

 09.05.2024

 Unit (E-pad)

 2-2022-00092

 08.03.2022

 3737

 25/05/2022

 PI2019007957

 31.12.2019

 MY-201420-A

 21.02.2024

 PCT

 PCT/MY2020/050207

 29.12.2020

 WO/2021/137695

 08/07/2021

 2203001623

 29.06.2022

 22097

 14.07.2023

 2-2022-00320

 22.07.2022

 3820

 26.09.2022

 China

 202090001025.2

 30.06.2022

 CN
 218846310 U

 11.04.2023

 Japan

 2022-600153

 29.06.2022

 3240103

 30.11.2022

 UI2020006990

 23.12.2020

 N/A

 23.06.2022

 PCT

 PCT/MY2021/050119

 14.12.2021

 WO/2022/139572

 30.06.2022

 Taiwan

 110148426

 23.12.2021

 I831104

 01.02.2024

 China

 202190000952.7

 21.06.2023

 ZL
 202190000952.7

 26.12.2023

 2303001671

 21.06.2023

 24046

 04.07.2024

 Philippines

 22023550013

 20.06.2023

 -

 25.09.2024

 Japan

 2023-600140

 22.06.2023

 3244796

 21.11.2023

 UAE

 P6001550/2023

 19.06.2023

 -

 -

 Cambodia

 KH/UM/2023/00003

 19.06.2023

 -

 -

 11202304828V

 21.06.2023

 -

 -

 USA

 18/258,525

 20.06.2023

 US 2024/032084 A1

 12.09.2024

 Australia

 2021409614

 15.07.2023

 -

 -

 Republic
 of Korea

 10-2023-7024626

 18.07.2023

 -

 -

 Indonesia

 P00202306541

 20.07.2023

 -

 -

 2-2023-00377

 17.07.2023

 -

 -

 UK

 2310921.8

 17.07.2023

 GB2617967

 25.10.2023

 India

 202347048973

 20.07.2023

 -

 -

 Portable
 Air Cooler

 PI
 2017704572

 28.11.2017

 MY-205723-A

 28.05.2019

 Portable
 Air Cooler

 PCT

 PCT/MY2018/050076

 15.11.2018

 WO/2019/108053

 06.06.2019

 Portable
 Air Cooler

 2001002798

 15.11.2018

 2001002798A

 09.01.2023

 System
 Heating and Cooling Air

 UI2020003656

 15.07.2020

 MY-204298-A

 15.01.202 2

 A
 new type of air conditioner outdoor unit

 China

 2022200638879

 07.01.2022

 CN216667840U

 03.06.2022

 Water
 pump bracket and air conditioner with the water pump bracket

 China

 2022200416765

 07.01.2022

 CN216665887U

 03.06.2022

 A
 water curtain structure

 China

 2022200417471

 07.01.2022

 CN216667874U

 03.06.2022

 A
 fan air guide frame assembly

 China

 2022200452850

 07.01.2022

 CN216667843U

 2022.06.03

 An
 air conditioner

 China

 2021233235910

 CN216620015U

 27.05.2022

 A
 water distributor damping groove and an air conditioner having the water distributor damping groove

 China

 2021233235696

 CN216620215U

 27.05. 2022

 Wind
 board device

 China

 2021233216873

 CN216620075U

 27.05. 2022

 A
 water tank structure

 China

 2021233215851

 CN216620214U

 27.05. 2022

 Air
 conditioner outdoor unit

 China

 2021308587838

 CN307226419S

 01.04.2022

 17 | Page

 Employees

 As
of November 7, 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

 Singapore, China

 Finance
 and Accounting

 China

 Sales
 & Marketing

 Human
 Resources & Administrative

 Production
 & Operation

 China

 Research
 & Development

Executive Offices

 Our
principal executive office is located at 31-A2, Jalan 5/32A, 6 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.

 18 | Page

 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 pass ing 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.

 19 | Page

 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.

 20 | Page

 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.

 21 | Page

 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.

 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 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.

 22 | Page

 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 2025 from Ministry of
Finance Malaysia, the global economy remains engulfed in a complex and challenging environment. While inflation is gradually receding
and monetary policy begins to loosen, significant uncertainties persist. The recovery, while progressing, is fraught with risks from global
instabilities and external shocks, raising concerns that underlying economic vulnerabilities may deepen, despite the emerging signs of
temporary relief. Unfolding of geopolitical uncertainties in Europe and the Middle East, may also threaten economic equilibrium. Any negative
impact on the economy of Malaysia, as well as global economy as a whole, may in turn negatively impact our performance, and result in
a substantial 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.

 23 | Page

 Many
of the economies in Asia, including 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.
Headline inflation, as measured by the Consumer Price Index ("CPI"), eased to an average of 1.8% in the first eight months
of 2024, down from 2.8% over the same period in 2023, following favourable cost environment and sustained demand. Headline inflation
is projected to remain manageable for 2025 and is expected to range between 1.5% and 2.5%, with inflation projected close to its long-term
average of approximately 2%.(source: Economic Outlook 2025, Ministry of Finance Malaysia)

 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.

 24 | Page

 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.

 Risks
Related to our Common Stock and this Offering

 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 OTC Pink 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.

 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.

 To date, we have not paid, nor do we intend to pay
in the foreseeable future, dividends on our common stock, even if we become profitable. Earnings, if any, are expected to be used to advance
our activities and for working capital and general corporate purposes, rather than to make distributions to stockholders. Since we are
not in a financial position to pay dividends on our common stock and future dividends are not presently being contemplated, investors
are advised that return on investment in our common stock is restricted to an appreciation in the share price. The potential or likelihood
of an increase in share 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.

 25 | Page

 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."

 26 | Page

 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

 Our principal executive office is located
at 31-A2, Jalan 5/32A, 6 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

 LEGAL
 PROCEEDINGS

 We
are not currently subject to any legal proceedings, and to the best of our knowledge, no such proceeding is threatened, the results of
which would have a material impact on the Company's properties, results of operations, or financial condition. Nor, to the best
of our knowledge, are any of the Company's officers or directors involved in any legal proceedings in which we are an adverse party.

 ITEM
 4.

 MINE
 SAFETY DISCLOSURES

 No
report required.

 27 | Page

 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 7, 2025. There were 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

 General
Overview

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 TM and 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

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.

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" (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

 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 were issued in connection with the Reverse Stock Split. Fractional shares were rounded up to the nearest whole number.

 30 | Page

 Share

 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"), 2025, and 2024, which are included herein.

 Year Ended August 31,

 2025

 2024

 Changes

 %

 $
 284,666

 $
 314,719

 $
 (30,053
)

 (9.5
 %)

 Cost of revenue

 304,433

 323,038

 (18,605
)

 (5.8
 %)

 Gross loss

 (19,767
)

 (8,319
)

 (11,448
)

 (137.6
 %)

 Operating expenses

 14,969,984

 26,311,487

 (1 1,341,503
)

 (43.1
 %)

 Loss from operations

 (14,989,751
)

 (26,319,806
)

 1 1,330,055

 43.0
 %

 Other income

 21,746

 4,410

 17,336

 393.1
 %

 Net Loss

 (14,968,005
)

 (26,315,396
)

 (11,347,391
)

 (43.1
 %)

 The
Group generated revenue of $284,666 for the year ended August 31, 2025, as compared to $314,719 for the year ended August 31, 2024,
a decrease of $30,053 or 9.5%. The decline was mainly attributable to lower sales volumes of air-conditioners
and related services, reflecting softer demand in certain market segments. This decrease, however, was partially offset by stronger sales
contributions from the Ionic Nano Copper Zinc product line, which continued to gain traction and achieve wider market acceptance.

 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 air-conditioner and driving
its adoption across diverse market segments, positioning ourselves for future growth in the emerging eco-friendly air-conditioning space.

 31 | Page

 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.

 Cost
of revenue

 For
the year ended August 31, 2025, cost of revenue decreased to $304,433, or 106.9% of revenue, compared to $323,038, or 102.6% of revenue
in the year ended August 31, 2024. The slight decrease in absolute cost of revenue was primarily attributable to lower production volumes,
which resulted in reduced operating efficiency and the absence of economies
of scale.

 The
cost of revenue encompasses production costs and purchase of goods. The Company remains focused on further optimizing its cost structure
and maintaining efficiencies as it continues to scale its operational and expand its product offering.

 Gross
loss

 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 remains focused on optimizing its cost structure and enhancing operational efficiencies. As we continue to scale operations and
expand our product offerings, we are positive that these efforts will improve gross margins and position the Company for profitability
in the future.

expenses

 For
the year ended August 31, 2025, operating expenses amounted to $14,969,984, compared to $26,311,487 in the year ended August 31,
2024, reflecting a decrease of $11,341,503 or 43.1%. The reduction was mainly attributable to the absence of the significant
intangible asset impairment charge of $20,580,040 recorded in fiscal year 2024, as compared to a lower impairment charge of $6,931,502
recognized in fiscal year 2025. This improvement was partially offset by an increase in stock based compensation expense related to consulting
services incurred during 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

 Other
income for the year ended August 31, 2025, was $21,746, compared to $4,410 in the year ended August 31, 2024, an increase of $17,336
or 393.1%. The increase was primarily attributable to foreign exchange gain during the year.

 Loss
from operations before income taxes

 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 in net loss is primarily attributable to the absence of the significant intangible asset impairment in fiscal year 2025,
which was partially offset by an increase in stock based compensation expense related to consulting services incurred during the
year. However, ongoing investments in building the necessary infrastructure and resources to support business expansion objectives
continue to impact profitability. Additionally, the lack of economies of scale during this growth phase has affected the bottom
line.

 32 | 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

 As of

 As of

 Changes

 %

 Current assets

 $
 527,748

 $
 790,752

 $
 (263,004
)

 (3 3.3
)%

 Current liabilities

 3,212,754

 1,684,638

 1,528,116

 90.7
 %

 Working capital

 (2,685,006
)

 (893,886
)

 (1,791,120
)

 (200.4
)%

 As of August 31, 2025, the decrease in current assets was primarily attributable
to lower balances in cash and cash equivalents, inventories, and deposits, prepayments, and other receivables. Conversely, the increase
in current liabilities was mainly due to higher accounts payable and accruals, other payables, and amounts due to shareholders.

 As a 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

 Cash
Flows

 FYE
2025, versus FYE 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
 %

 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.

 Cash
used in investing activities for the year ended August 31, 2025, was $16,991, primarily related to purchases of property, plant, and
equipment.

 Cash
provided by financing activities for the year ended August 31, 2025, was $1,167,665, primarily from loans from shareholders of $1,233,715,
partially offset by payments of hire purchase of $8,226 and deferred offering costs of $57,824.

 Seasonality

 The
Company's business is not subject to seasonality.

 33 | 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

recognition

 Our
revenue recognition policy is in compliance with ASC 606, Revenue from Contracts with Customers that revenue is recognized 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 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.

 We
only apply 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.

 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

 The
preparation of financial statements in conformity with U.S. GAAP requires the 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
unaudited condensed consolidated financial statements include, inter-alia, revenue recognition, allowances for credit loss
and product returns, allowances for obsolete inventory, valuation of long-lived assets and rights of use ("ROU") assets
(including lease liabilities), and deferred income tax asset valuation allowances. The actual results could differ materially from
these estimates.

 34 | Page

 Going
Concern

 The
Company's financial statements as of August 31, 2025, are 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, 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 $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.

 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.

 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 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, 2025.

 Recent
Accounting Pronouncements

 In
November 2023, the Financial Accounting Standards Board (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
December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which introduces more detailed
requirements for annual disclosures for income taxes. The ASU requires public business entities to present specific categories in the
income tax rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. ASU 2023-09
also requires all entities to disclose the amounts of income taxes paid, net of refunds received, disaggregated by federal, state, and
foreign jurisdiction. The ASU is effective for fiscal years beginning after December 15, 2024. The Company is currently evaluating the
effects, if any, that the adoption of ASU 2023-09 may have on its financial position, results of operations, cash flows, or disclosures.

 In
November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting 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 disclosures.

 There
are no other recently issued accounting pronouncements that have not yet been adopted that the Company considers material to its consolidated
financial statements.

 ITEM 7A.

 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 Not Applicable.

 35 | 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, 2025 and 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, 2025, and the related notes
to the financial statements (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, 2025 and 2024, and the results of its operations and its cash
flows for each of the two years in the period ended August 31, 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 $ 54,028,719. The Company incurred net loss of $ 14,968,005
for the year ended August 31, 2025. The cash used in operating activities was $ 1,158,760
for the year ended August 31, 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.

 November 12, 2025

 (PCAOB ID No. 3487)

 36 | Page

 CONSOLIDATED
BALANCE SHEETS

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

 AS
OF AUGUST 31, 2025 AND 2024

 31, 2025

 31, 2024

 ASSETS

 Current
 assets

 Cash
 and cash equivalents

 $
 93,329

 $
 152,985

 receivable

 56,235

 62,914

 316,508

 460,047

 Deposit,
 prepayments and other receivables

 61,676

 114,806

 Total
 current assets

 527,748

 790,752

 Non-current
 assets

 Property,
 plant and equipment, net

 264,557

 357,778

 lease right-of-use assets

 91,408

 199,647

 Deferred
 offering cost

 3,225,464

 449,576

 Technology-related
 intangible assets, net

 41,579,778

 51,481,358

 Total
 non-current assets

 45,161,207

 52,488,359

 TOTAL
 ASSETS

 $
 45,688,955

 $
 53,279,111

 LIABILITIES
 AND SHAREHOLDERS' EQUITY

 Current
 liabilities

 payable and accruals

 $
 548,194

 $
 267,900

 Other
 payables

 149,034

 95,831

 Deferred
 revenue

 11,005

 10,012

 Hire
 purchase creditor

 4,852

 8,758

 Amounts
 due to shareholders

 2,436,407

 1,202,692

 lease liability - current

 63,262

 99,445

 Total
 current liabilities

 3,212,754

 1,684,638

 Non-current
 liabilities

 Hire
 purchase creditor

 -

 4,320

 lease liabilities

 108,891

 Total
 non-current liabilities

 113,211

 TOTAL
 LIABILITIES

 3,247,528

 1,797,849

 Commitments
 and contingencies (Note 14)

 -

 -

 Shareholders'
 equity

 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

 97,492,063

 91,513,818

 Accumulated
 other comprehensive loss

 ( 85,598
)

 ( 48,827
)

 Accumulated
 deficit

 ( 54,028,719
)

 ( 39,401,857
)

 Non-controlling
 interest

 ( 963,500
)

 ( 607,558
)

 Total
 shareholders' equity

 42,441,427

 51,481,262

 TOTAL
 LIABILITIES AND SHAREHOLDERS' EQUITY

 $
 45,688,955

 $
 53,279,111

 *
 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.

 37 | Page

 CONSOLIDATED
STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

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

 FOR
THE YEARS ENDED AUGUST 31, 2025 AND 2024

 31, 2025

 31, 2024

 $
 284,666

 $
 314,719

 Cost
 of revenue

 304,433

 323,038

 Gross
 loss

 ( 19,767
)

 ( 8,319
)

 expenses:

 Selling
 and marketing expenses

 22,049

 61,211

 General
 and administrative expenses

 14,947,935

 26,250,276

 Total
 operating expenses

 14,969,984

 26,311,487

 Loss
 from operation

 ( 14,989,751
)

 ( 26,319,806
)

 Other

 Interest

 Other

 21,593

 4,268

 Total
 other income

 21,746

 4,410

 Loss
 from operation before income taxes

 ( 14,968,005
)

 ( 26,315,396
)

 Income
 tax expenses

 -

 -

 Net
 loss

 $
 ( 14,968,005
)

 $
 ( 26,315,396
)

 Less:
 Net loss attributable to non-controlling interests

 ( 341,143
)

 ( 436,805
)

 Net
 loss attributable to equity holders of the Company

 ( 14,626,862
)

 ( 25,878,591
)

 Other
 comprehensive (loss):

 Foreign
 currency translation adjustment

 ( 51,570
)

 ( 54,364
)

 Total
 comprehensive loss

 ( 14,678,432
)

 ( 25,932,955
)

 Less:
 net comprehensive loss attributable to non-controlling interests

 ( 14,799
)

 ( 22,573
)

 Net
 comprehensive loss attributable to equity holders of the Company

 ( 14,663,633
)

 ( 25,910,382
)

 Net
 loss attributable to equity holders of the Company per common share:

 Basic
 and diluted

 ( 0.55
)

 ( 1.01
)

 Weighted
 average number of common shares outstanding:

 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.

 38 | Page

 CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (DEFICIT)

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

 FOR
THE YEARS ENDED AUGUST 31, 2025 AND 2024

 shares

 amount

 capital

 deficit

 be
issued

 interests

 Total

 Stock

 Additional

paid in

 Accumulated

 Accumulated

other

comprehensive

 Shares
 to

 Non-controlling

 Shares*

 Amount

 capital

 deficit

 be
issued

 interests

 Total

 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

 of common stock for cash

 93,455

 934,504

 -

 -

 ( 934,598
)

 -

 -

 of common stock for service

 14,402

 131,440

 -

 -

 ( 131,454
)

 -

 -

 Foreign
 currency translation adjustment

 -

 -

 -

 -

 ( 31,791
)

 -

 ( 22,573
)

 ( 54,364

)

 Net
 loss

 -

 -

 -

 ( 25,878,591
)

 -

 -

 ( 436,805
)

 ( 26,315,396

)

 as of August 31, 2024

 25,685,591

 $
 25,686

 $
 91,513,818

 $
 ( 39,401,857
)

 $
 ( 48,827
)

 $
 -

 $
 ( 607,558
)

 $

 51,481,262

 25,685,591

 $
 25,686

 $
 91,513,818

 $
 ( 39,401,857
)

 $
 ( 48,827
)

 $
 -

 $
 ( 607,558
)

 $

 51,481,262

 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

 -

 -

 -

 -

 -

 -

 -

 Foreign
 currency translation adjustment

 -

 -

 -

 -

 ( 36,771
)

 -

 ( 14,799
)

 ( 51,570

)

 Net
 loss

 -

 -

 -

 ( 14,626,862
)

 -

 -

 ( 341,143
)

 ( 14,968,005

)

 as of August 31, 2025

 27,180,631

 $
 27,181

 $
 97,492,063

 $
 ( 54,028,719
)

 $
 ( 85,598
)

 $
 -

 $
 ( 963,500
)

 $

 42,441,427

 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.

 39 | Page

 CONSOLIDATED
STATEMENTS OF CASH FLOWS

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

 FOR
THE YEARS ENDED AUGUST 31, 2025 AND 2024

 31, 2025

 31, 2024

 Cash
 flows from operating activities

 Net
 loss

 $
 ( 14,968,005
)

 ( 26,315,396
)

 Adjustments for non-cash income and expenses:

 Depreciation

 110,212

 251,878

 Amortization

 2,970,078

 4,157,388

 Intangible asset impairment

 6,931,502

 20,580,040

 Stock based expense

 3,261,676

 -

 Changes
 in operating assets and liabilities:

 Accounts receivables

 6,679

 ( 18,784
)

 143,539

 170,431

 Deposit, prepayments and advances to suppliers

 53,130

 502,701

 Operating lease right-of-use assets

 108,239

 71,374

 Accounts payable and accruals

 280,294

 97,012

 Deferred revenue

 ( 430,057
)

 Operating lease liabilities

 ( 110,300
)

 ( 74,706
)

 Other payables

 53,203

 68,344

 Net
 cash used in operations

 $
 ( 1,158,760
)

 $
 ( 939,775
)

 Cash
 flows from investing activity

 Purchase
 of property, plant and equipment

 ( 16,991
)

 ( 146,269
)

 Cash
 used in investing activity

 $
 ( 16,991
)

 $
 ( 146,269
)

 Cash
 flows from financing activities

 Loan
 from shareholders

 1,233,715

 970,597

 Payments
 of hire purchase

 ( 8,226
)

 ( 6,677
)

 Payment
 of deferred offering costs

 ( 57,824
)

 ( 449,576
)

 Net
 cash provided by financing activities

 $
 1,167,665

 $
 514,344

 Net
 decrease in cash and cash equivalents

 ( 8,086
)

 ( 571,700
)

 Effect
 of foreign currency translation

 ( 51,570
)

 ( 54,364
)

 Cash
 and cash equivalents at start of year

 152,985

 779,049

 Cash
 and cash equivalents at end of year

 93,329

 152,985

 Supplemental
 disclosure of non-cash investing and financing information:

 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.

 40 | Page

 NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS

 FOR
THE YEARS ENDED AUGUST 31, 2025, AND 2024

 NOTE
1 – ORGANIZATION AND BUSINESS OPERATIONS

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, 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 shares of common stock to certain parties. On completion of the Allotment Transactions, the
total number of issued and outstanding shares of common 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.

 41 | Page

 (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 TM 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.

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").

 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.

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 RMB 2,000,000 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.

 42 | Page

 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 were issued in connection with the Reverse Stock Split. Fractional shares were rounded up to the nearest whole number.

 43 | Page

 Share

 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)

 %

 Subsidiary of EvoAir International Limited

 WKL Eco Earth Holdings Pte Ltd (Singapore)

 %

 Subsidiaries of WKL Eco Earth Holdings Pte Ltd

 WKL Eco Earth Sdn Bhd (Malaysia)

 %

 WKL Green Energy Sdn Bhd (Malaysia)

 %

 EvoAir Manufacturing (M) Sdn Bhd (Malaysia)

 67.5
 %

 WKL EcoEarth Indochina Co Ltd (Cambodia)

 %

 WKL Guanzhe Green Technology Guangzhou Co Ltd (China)

 62.5
 %

 Subsidiary of EvoAir Manufacturing (M) Sdn Bhd

 Evo Air Marketing (M) Sdn Bhd (Malaysia)

 %

 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, 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.

 As
of August 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.

 44 | Page

 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.

 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 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 and Principles of 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 62.5 % 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.

 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, 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 high credit quality financial 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, 2025, and August 31, 2024, the Company established that there are items that represented
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.

 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 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.

Receivable and Allowance for Credit Losses

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 credit losses on a regular basis, 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.

 46 | Page

 As
of August 31, 2025 and August 31, 2024, our accounts receivable amounted to $ 56,235 and $ 62,914, respectively, with no allowance for
credit losses.

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

 We
value 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. Depreciation is computed using the straight-line method over the estimated useful lives of
the related capitalized assets. Property and equipment are depreciated over 5 to 10 years.

 SUMMARY
OF ESTIMATED USEFUL LIVES OF ASSETS

 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.

 Long-lived
assets are 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.

Recognition

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.

 47 | Page

 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

 The
Company collects customer deposits in advance for certain business contracts. These advance payments are initially recorded as deferred
revenue on the balance sheet. As of August 31, 2024, deferred revenue totaled $ 10,012, with $ 5,979 was recognized as revenue during
the year ended August 31, 2025. As of August 31, 2025, the Company recorded a deferred revenue balance of $ 11,005.

 Deferred
Offering Costs

 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 consist of underwriting, legal and other expenses incurred through the balance
sheet date that are directly related to the intended initial public offering ("IPO"). Deferred offering costs will be charged
to shareholders' equity netted against the proceeds upon the completion of the IPO. Should the IPO prove to be unsuccessful, these
deferred costs, as well as additional expenses to be incurred, will be charged to operations. The Company deferred $ 3,225,464 and $ 449,576 of offering costs as of
August 31, 2025 and 2024 respectively. Such costs will be deferred and will be
offset against the offering proceeds upon the completion of the IPO.

 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, 2025.

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.

 48 | Page

 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.

 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,
2025, the Company has no potentially dilutive securities, such as options or warrants, currently
issued and outstanding.

 Recently
Issued Accounting Pronouncements

 In
November 2023, the Financial Accounting Standards Board (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
December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which introduces more detailed
requirements for annual disclosures for income taxes. The ASU requires public business entities to present specific categories in the
income tax rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. ASU 2023-09
also requires all entities to disclose the amounts of income taxes paid, net of refunds received, disaggregated by federal, state, and
foreign jurisdiction. The ASU is effective for fiscal years beginning after December 15, 2024. The Company is currently evaluating the
effects, if any, that the adoption of ASU 2023-09 may have on its financial position, results of operations, cash flows, or disclosures.

 49 | Page

 In
November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting 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 disclosures.

 There
are no other recently issued accounting pronouncements that have not yet been adopted that the Company considers material to its consolidated
financial statements.

 NOTE
5 INVENTORIES

consist of the following:

 SCHEDULE
OF INVENTORIES

 Finished goods

 $
 145,533

 $
 334,917

 Raw materials and supplies

 170,975

 125,130

 Total

 $
 316,508

 $
 460,047

 NOTE
6 DEPOSIT, PREPAYMENTS AND OTHER RECEIVABLES

 Deposit,
prepayments and other receivables consists of the following:

 SCHEDULE
OF DEPOSIT PREPAYMENTS AND OTHER RECEIVABLES

 Deposits and Prepayments

 $
 51,055

 $
 33,406

 Other receivables (Advances to suppliers)

 10,621

 81,400

 Total

 $
 61,676

 $
 114,806

 NOTE
7 PROPERTY, PLANT AND EQUIPMENT, NET

 Property,
plant and equipment consist of the following:

 SCHEDULE
OF PROPERTY, PLANT AND EQUIPMENT

 Plant and machineries

 $
 603,972

 $
 601,405

 Office equipment

 67,750

 61,143

 Vehicles

 85,127

 83,239

 Furniture and equipment

 24,479

 23,936

 Renovation

 127,086

 121,700

 Property, plant and equipment gross

 908,414

 891,423

 Less: Accumulated depreciation

 ( 643,857
)

 ( 533,645
)

 Property, plant and equipment, net

 $
 264,557

 $
 357,778

 Depreciation
expense for the years ended August 31, 2025,
was $ 110,212. Depreciation expense for the year ended August 31, 2024, was $ 251,878.

 50 | Page

 NOTE
8 – INTANGIBLE ASSETS

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

 SUMMARY OF INTANGIBLE ASSETS

 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 t echnology -related
 intangible asset impairment

 ( 27,511,542
)

 ( 20,580,040
)

 Adjusted carrying amount

 55,636,225

 62,567,727

 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, 2025 and 2024 were $ 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.

 NOTE
9 ACCOUNTS PAYABLE, ACCRUALS, AND OTHER PAYABLES

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

 SCHEDULE OF ACCOUNTS PAYABLES ACCRUALS AND OTHER PAYABLE

 Accounts payable

 $
 224,949

 $
 154,854

 Accruals

 323,245

 113,046

 Other payables

 149,034

 95,831

 Total

 $
 697,228

 $
 363,731

 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 between the parties. The Company reported amount due to shareholders of $ 2,436,407
and $ 1,202,692
as of August 31, 2025, and August 31, 2024, respectively.

 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
the year ended August 31, 2024, the Company issued 373,822 shares of Common Stock at a per share purchase price of $ 2.50 as the Offering
for gross proceeds of $ 934,534 received in the fiscal year ended August 31,2023.

 During
the year ended August 31, 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.

 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.

 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.

 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 the proposed initial
public offering.

 51 | Page

 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:

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

 WKL
Eco Earth, WKL Green Energy and 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

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:

 SCHEDULE OF RECONCILIATION BETWEEN THE STATUTORY TAX RATE AND THE ACTUAL PROVISION

 Years Ended

 US Statutory rate

 %

 %

 Effect of reconciling items for tax purposes

 ( 21
)%

 ( 21
)%

 Effective income tax rate

 -
 %

 -
 %

 52 | Page

 The
components of net deferred tax assets are as follows:

 SCHEDULE OF COMPONENTS OF NET DEFERRED TAX ASSETS

 Net operating loss carry-forward

 $
 54,000,000

 $
 39,400,000

 Less: valuation allowance

 ( 54,000,000
)

 ( 39,400,000
)

 Net deferred tax asset

 -

 -

 The
Company had net operating loss carry forwards for tax purposes of approximately $ 54,000,000 at August 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.

 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, the Company discounted lease payments using its estimated
incremental borrowing rate of 10 %.

 In
January 2025, the Company entered into a supplemental agreement amending its existing PRC factory lease agreement (original Contract
effective from 2021) with the lessor. The amendment reduces the leased area of the existing factory space.

 The
Company determined 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:

 SUMMARY OF ROU ASSET AND OPERATING LEASE LIABILITIES

 Assets:

 ROU asset

 $
 91,408

 $
 199,647

 Liabilities:

 Current:

 Operating lease liabilities

 $
 63,262

 $
 99,445

 Operating lease liabilities current

 $
 63,262

 $
 99,445

 Non-current

 Operating lease liabilities

 108,891

 Operating lease liabilities non current

 108,891

 Total lease liabilities

 $
 98,036

 $
 208,336

 lease liabilities

 $
 98,036

 $
 208,336

 53 | Page

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

 SCHEDULE OF MATURITIES OF LEASE LIABILITIES

 Operating lease

 2026

 $

 63,262

 2027

 Total

 $

 98,036

 NOTE
14 COMMITMENTS AND CONTINGENCIES

 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 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.

 NOTE
15 SUBSEQUENT EVENTS

 In
accordance with FASB ASC 855-10 Subsequent Events, the Company has analyzed its operations subsequent to August 31, 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.

 54 | Page

 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, 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, 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,
2025 that has materially affected, or is reasonably likely to materially affect, our internal control over financial
reporting.

 ITEM
 9B.

 OTHER INFORMATION

 None.

 55 | Page

 PART
III

 ITEM
 10.

 DIRECTORS, EXECUTIVE OFFICERS
 AND CORPORATE GOVERNANCE

 Our
executive officer's and director's and their respective ages as of November 7, 2025 hereof are as follows:

 Name

 Age

 Positions

 Low
 Wai Koon

 Executive
 Director/ Chairman/ Chief Executive Officer

 Chan
 Kok Wei

 Executive
 Director/ Group Managing Director

 Ong
 Bee Chen

 Executive
 Director/ Chief Financial Officer

 Goh Chuan Meng

 Independent Non-Executive Director

 Ivan
 Oh Joon Wern

 3 2

 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 51, 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.

 56 | Page

 Ms.
Ong, aged 49, 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.

 57 | Page

 Mr.
Oh, aged 32, 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

 As of the date of this Report, we do not 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.

 58 | Page

 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 2025 and 2024:

 Summary
Compensation Table

 Name
 and

 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

 2025

 124,239

 -0-

 -0-

 -0-

 -0-

 -0-

 124, 239

 Chan Kok Wei

 2025

 118,482

 -0-

 -0-

 -0-

 -0-

 -0-

 118,482

 Ong Bee Chen

 2025

 91,14 0

 -0-

 -0-

 -0-

 -0-

 -0-

 91,140

 Goh Chuan Meng

 2025

 5,522

 -0-

 -0-

 -0-

 -0-

 -0-

 -0-

 5,522

 Ivan Oh Joon Wern

 2025

 5,522

 -0-

 -0-

 -0-

 -0-

 -0-

 -0-

 5,522

 Name
 and

 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

 115,275

 -0-

 -0-

 -0-

 -0-

 -0-

 115,275

 Chan Kok Wei

 2024

 115,871

 -0-

 -0-

 -0-

 -0-

 -0-

 115,871

 Ong Bee Chen

 2024

 89,131

 -0-

 -0-

 -0-

 -0-

 -0-

 89,131

 Goh Chuan Meng

 2024

 5,123

 -0-

 -0-

 -0-

 -0-

 -0-

 5,123

 Chan Hong Fook

 2024

 -0-

 -0-

 -0-

 -0-

 -0-

 -0-

 -

 Ivan Oh Joon Wern

 2024

 5,123

 -0-

 -0-

 -0-

 -0-

 -0-

 -0-

 5,123

 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.

 59 | Page

 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 7, 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 7, 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

 Stock

 WKL
 Global Limited

 8,570,194

 31.531

 %

 Ritter
 House, Wickhams Cay II, PO Box 3170, Road Town, Tortola VG1110,

 Stock

 Allegro
 Investment (BVI) Limited

 2,063,224

 7.59

 %

 Ritter
 House, Wickhams Cay II, PO Box 3170, Road Town, Tortola VG1110,

 Stock

 Tan
 Soon Hock

 1,759,441

 6.47

 %

 No

 Named
 Executive Officers, Directors

 Stock

 Low
 Wai Koon

 8,570,194

 (1)

 31.531

 %

 No

 Stock

 Chan
 Kok Wei

 2,063,224

 (2)

 7.59

 %

 No

 Stock

 Ong
 Bee Chen

 2,063,224

 (3)

 7.59

 %

 No

 Stock

 Ivan
 Oh Joon Wern

 630,000

 2.32

 %

 No

 (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 7, 2025.

 60 | Page

 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, 2025 and 2024 are as per table below:

 Related
party balances

 Amount
due to shareholders

 As
 of

 Name
 of Related Party

 Nature

 31, 2025

 31, 2024

 Dr. Low Wai Koon

 Shareholder
 loan/ Expenses paid on behalf

 $

 961,173

 $

 546,186

 Chan Kok Wei

 Shareholder loan

 1,140,202

 534,676

 Tan Soon Hock

 Shareholder loan

 88,773

 87,021

 Oh Teik Huat

 Shareholder
 loan

 71,018

 34,808

 Mok Ngan Nooi

 Shareholder loan

 175,241

 Total

 $

 2,436,407

 $

 1,202,692

 61 | Page

 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, 2025 and August 31, 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.

 Audit fees (1)

 $
 196,000

 $
 183,000

 Audit-related fees

 -

 15,000

 Tax fees

 Total Fees

 $
 196,780

 $
 198,780

 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, 2025
and August 31, 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, 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

 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

 Instance Document

 101. SCH

 Taxonomy Extension Schema Document

 101. CAL

 Taxonomy Extension Calculation Linkbase Document

 101. DEF

 Taxonomy Extension Definition Document

 101. LAB

 Taxonomy Extension Label Linkbase Document

 101. PRE

 Taxonomy Extension Presentation Linkbase Document

 Cover Page Interactive Data File (embedded

 * Previously filed

 62 | Page

 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.

 Dated:
November 12, 2025

 By:

 /s/
 Low Wai Koon

 Low
Wai Koon, Chairman, President and Chief Executive Officer

 (Principal
 Executive Officer)

 Dated:
November 12, 2025

 By:

 /s/
 Ong Bee Chen

 Ong
Bee Chen

 Chief
 Financial Officer

 63 | Page