NASDAQ: MSS

Maison Solutions Inc.

CIK 0001892292 · Grocery Stores

Small Revenue $124M Assets $72M as of Jun 10, 2026

As used in this Annual Report on Form 10-K, “we,” “us,” “our,” “Maison,” “the Company” or “our Company” refer to Maison Solutions Inc., a Delaware corporation, except where the context requires otherwise. About this business →

8-K Filed Jun 9, 2026 · Period ending Jun 9, 2026

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8-K Filed May 12, 2026 · Period ending May 11, 2026

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8-K Filed May 12, 2026 · Period ending May 6, 2026

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10-Q Filed Mar 17, 2026 · Period ending Jan 31, 2026

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10-Q Filed Dec 22, 2025 · Period ending Oct 31, 2025

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10-K Filed Aug 14, 2025 · Period ending Apr 30, 2025

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10-K Filed Aug 13, 2024 · Period ending Apr 30, 2024

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About Maison Solutions Inc.

Source: Item 1 (Business) from the 10-K filed August 14, 2025. Description as filed by the company with the SEC.

ITEM 1. BUSINESS

As used in this Annual Report on Form 10-K, “we,”
“us,” “our,” “Maison,” “the Company” or “our Company” refer to Maison Solutions
Inc., a Delaware corporation, except where the context requires otherwise.

Our Company

We are a fast-growing, specialty grocery retailer
offering traditional Asian food and merchandise to modern U.S. consumers, in particular to the members of Asian-American communities.
We are committed to providing Asian fresh produce, meat, seafood, and other daily necessities in a manner that caters to traditional Asian-American family
values and cultural norms, while also accounting for the new and faster-paced lifestyle of younger generations and the diverse communities
in which we operate. To achieve this, we are developing a center-satellite stores network. Since our formation in July 2019,
we have acquired equity interests in three traditional Asian supermarkets in Los Angeles, California and three traditional Asian supermarkets
in the greater Phoenix and Tucson, Arizona metro areas. We have been operating these six supermarkets as center stores, which we define
as a full service store, similar to a traditional supermarket or grocery store covering a metro area, but with its own storage space to
be used as a warehouse to distribute products to the satellite stores. The center stores target traditional Asian-American family-oriented customers
with a variety of meat, fresh produce and other merchandise, while additionally stocking items which appeal to the broader community.
Our management’s deep cultural understanding of our consumers’ unique consumption habits drives the operation of these traditional
supermarkets.

Read full description ↓

In addition to our traditional supermarkets, in
December 2021, we acquired a 10% equity interest in a new grocery store in a young and active community in Alhambra, California (the “Alhambra
Store”). We acquired our interest in the Alhambra Store from Grace Xu, the spouse of John Xu, our chief executive officer. We intend
to acquire the remaining 90% equity interest in the Alhambra Store. Our intention is that the Alhambra Store will serve as our first satellite
store. The satellite stores in our network will be designed to penetrate local communities and neighborhoods with larger and growing concentrations
of younger customers.

Our merchandise includes fresh and unique produce,
meats, seafood and other groceries that are not found in mainstream supermarkets, including a variety of Asian vegetables and fruits such
as Chinese broccoli, bitter melon, winter gourd, Shanghai baby bok choy, longan and lychee; a variety of live seafood such as shrimp,
clams, lobster, geoduck, and Alaska king crab; and Chinese specialty groceries like soy sauce, sesame oil, oyster sauce, bean sprouts,
Sriracha, tofu, noodles and dried fish. With an in-house logistics team and strong relationships with local and regional farms, we
are capable of offering high-quality specialty perishables at competitive prices.

Our customers have diverse shopping habits based
on, among other factors, their age and lifestyle. Along with creating an exciting and attractive in-store shopping experience, customers
can choose to place orders on a third-party mobile app “Freshdeals24”, and an applet integrated into WeChat for either
home delivery or in-store pickups offering our customers the option of a 100% cashier-less shopping experience. Our flexible
shopping options are designed to provide customers with convenience and flexibility that best match their lifestyles and personal preferences.
We are working closely with JD.com to improve and update our online apps to continue to specifically target and attract a wider variety
of our customer base.

While our main focus is on targeting Asian-American communities
and catering to both established Asian-American family values and the shifting needs of the younger generations, we also plan to
opportunistically address other demographics and populations.

The success of our business is supported by a strong
core team that brings deep knowledge and experience in supermarket operations, supply chain, warehouse management and logistics as well
as e-commerce. The core team members all come from leading market players such as Freshippo (known as “Hema Shengxian” in
China), Yonghui Superstores, H-Mart and other similar industry leading supermarket retailers.

We are exploring multi-channel solutions to
customers by leveraging our strategic partnership with JD.com, a leading online retail business in China. See “Multi-channel Initiatives”
and “Partnership with JD.com” in this section.

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Market Opportunities

Emerging Trends in the Asian-American Grocery Market

Whether by using technology to streamline supply
chains, unlocking the power of social media to influence shoppers, or adapting store designs to meet changing consumer behavior, the Asian-American
grocery market is finding new ways to boost sales.

As grocers continue to battle for supremacy, catering
to a wide variety of customers and consumer demands will be a key area of focus. According to New York Times, from 1990 to 2020,
the U.S. Asian population increased from 6.6 million to 20 million people, representing a 203% increase. Asians are now
the fastest growing of the nation’s four largest racial and ethnic groups based on the U.S. Census Bureau, 2022 American Community
Survey (the “2022 Census”). In addition to the population increase, the median household income of people of Asian descent
also exceeds the overall U.S. population’s median household income according to the 2022 Census.

According to Mordor Intelligence’s “ETHNIC
FOODS MARKET — GROWTH, TRENDS, AND FORECASTS (2022 — 2027)”, the presence of Asian Cuisine in the
US Ethnic Food Marketspace is one of the key market trends. The forecast indicated that consumers’ interest in Asian cuisines is
increasing globally, and they seek bold flavors. This trend is driven by the increasing immigrant population, as well as robust demand
from native populations.

In the past few years, many Asian-American grocery
store chains have risen in popularity in the United States; for example, Korean chain H Mart has expanded to 66 locations across
12 states. Each store offers imported packaged goods as well as prepared foods and general merchandise. According to a study
by LoyaltyOne, Asian-Americans and other consumers looking to cook Asian cuisine are not finding what they need at
their local stores and are often turning to independent grocers for their shopping trips. Our principal competitors include 99 Ranch Market
and HMart for traditional supermarkets and Weee! for online groceries.

Spice of Life: As the Asian-American Population Continues
to Grow, Demand for Cultural Foods will Likely Increase

The ethnic supermarkets industry is composed of
companies that sell foods geared toward ethnically diverse populations. Industry growth is strongly supported by the quickly expanding
population of Asian Americans, one of the largest market segments in the United States. As the population of Asian Americans continues
to expand, we believe that the demand for stores like ours, which provide specialty products that cater to the Asian-American communities,
will be expanded as well.

Putting Health & Fresh Produce First

As modern Asian-American consumers become
more affluent, educated, and influenced by government campaigns, they are increasingly aware of the health benefits of food. Whether buying
fresh produce or choosing packaged products with clear health labelling, we believe Asian-American consumers will pay a premium for
healthy food.

Many Asian-American retailers are offering
a range of health-focused products and adapting their marketing strategies to cater to health-conscious consumers. According
to freshfruitportal.com, fresh food and health & wellness products will feature more prominently in-store in the future
as retailers respond to changing shopping habits.

Make Food Safer with Blockchain

Many Asian retailers are leading the way to enhanced
food safety with exciting developments in blockchain technologies, a trend which we believe will similarly be employed by U.S. retailers.

Walmart China’s traceability system
uses state of the art blockchain and AI to track the movement of over 50% of all packaged fresh meat, 40% of packaged vegetables,
and 12.5% of seafood at each stage of the supply chain.

As customers are increasingly conscious of the
sourcing of their food, investing in technologies which promote health and safety is a sure-fire way to build trust with customers
and boost brand loyalty. In collaboration with our current partners, including JD.com, we plan to capitalize on developments in blockchain
technologies to meet the evolving needs of our customers.

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Partner with Overseas Providers

Asian-American consumers are prepared to look
far and wide to obtain the products they want. Retailers are partnering with overseas suppliers, fellow retailers, and even technology
companies to pull together resources and accelerate growth.

Partnerships are helping brick and mortar retailers
to “blur the line” between online and offline retail channels. We believe that our existing partnerships, including with JD.com,
will help us to expand and strengthen both our online and offline presence.

Lead the Charge with Online Sales

While e-commerce only accounted for 7.4% of
all U.S. grocery sales in 2020 according to the U.S. Food and Drug Administration, the Asian grocery market has been quick to make
the most of online retail channels.

According to a December 15, 2021 report by
NBC News, online grocery sales grew 54% in 2020, to $95.82 billion. By 2026, online sales share is projected to account for 20% of
the market. While Asian-American shoppers may prefer to handpick their favorite melon or cut of meat in-person, millions of customers
simply don’t have access to Asian supermarkets or neighborhood stores because they live in parts of the country that cannot sustain
them, making online shopping an attractive and necessary alternative.

For instance, Freshhippo uses an omni channel approach
to offer customers a seamless transition between online shopping and in-store visits to promote online sales. Customers can switch
between online and offline shopping and enjoy a consistent experience to put them in control of how they want to shop.

Our History

We were founded in July 2019 as Maison International,
Inc., an Illinois corporation, with our principal place of business in California. Immediately upon formation, the Company acquired three
retail Asian supermarkets in Los Angeles, California and subsequently rebranded them as “HK Good Fortune Supermarkets” or
“Hong Kong Supermarkets.” In September 2021, the Company was reincorporated in the State of Delaware as a corporation
registered under the laws of the State of Delaware and renamed “Maison Solutions Inc.”


In July 2019, the Company acquired 91% of the equity interests in Maison San Gabriel and 85.25% of the equity interests in Maison Monrovia, each of which owns a HK Good Fortune Supermarket in San Gabriel, California and Monrovia, California, respectively.


In October 2019, the Company acquired 91.67% of the equity interests in Maison El Monte, which owns a Hong Kong Supermarket in El Monte, California. The Company shut down the Maison El Monte store in June 2025. The strategic decision to close Maison El Monte store is part of the Company’s ongoing commitment to improve its profitability and support sustainable growth.


In May 2021, the Company acquired 10% of the equity interests in Dai Cheong Trading Company, Inc. (“Dai Cheong”), a wholesale business which mainly supplies foods and groceries imported from Asia, which is 100% owned by Mr. John Xu. This transaction was treated as a related party transaction.


In December 2021, the Company acquired 10% of the equity interests in HKGF Market of Alhambra, Inc., a California corporation, and the owner of the Alhambra Store, California from Ms. Grace Xu, spouse of Mr. John Xu, our chief executive officer. This transaction was treated as a related party transaction.


On June 30, 2022, the Company acquired 100% of the equity interests of GF Supermarket of MP, Inc. from DNL Management Inc. (51% ownership) and Ms. Grace Xu (49% ownership), spouse of Mr. John Xu, our chief executive officer. This acquisition was treated as a related party transaction.


On April 8, 2024, AZLL, LLC, a wholly-owned subsidiary of the Company (“AZLL”), acquired 100% of the equity interests in Lee Lee Oriental Supermart, Inc. (“Lee Lee”), a three-store supermarket chain operating under the name Lee Lee International Supermarkets in the greater Phoenix and Tucson, Arizona metro areas.

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Maison was initially authorized to issue 500,000 shares
of common stock with a par value of $0.0001 per share. On September 8, 2021, the total number of authorized shares of common stock
was increased to 100,000,000 by way of a 200-for-1 stock split, among which, the authorized shares were divided in to 92,000,000 shares
of Class A common stock entitled to one (1) vote per share and 3,000,000 shares of Class B common stock entitled to
ten (10) votes per share and 5,000,000 shares of preferred stock. All shares and per share amounts used herein and in the accompanying
consolidated financial statements have been retroactively adjusted to reflect (i) the increase of share capital as if the change of share
numbers became effective as of the beginning of the first period presented for Maison Group and (ii) the reclassification of all
outstanding shares of our common stock beneficially owned by Golden Tree USA Inc. into Class B common stock, which are collectively
referred to as the “Reclassification”.

Our Center-Satellite Stores Model

Our seven traditional retail supermarkets are set
up and operated as center stores. We intend to acquire the remaining 90% equity interest in the Alhambra Store, which we intend to have
serve as our first satellite store. The center stores mainly serve traditional family-oriented customers with a variety of fresh
produce and daily necessities at competitive prices. The satellite stores in our Center-Satellite store network will be designed
to penetrate local communities and neighborhoods with larger populations of younger customers, such as “Millennials” and “Generation
Z.”

What is the Center-Satellite Store Model?

The Center-Satellite store model utilizes
a center store, which is a typical supermarket or grocery store in a metro area, as a central hub to not only act as a regular supermarket
but also provide logistics support to satellite/community stores in the surrounding area. This Center-Satellite store network allows
us to more easily and inexpensively expand the coverage as compared to traditional supermarket expansion. The structure increases logistical
efficiency and provides significant flexibility to serve all types of customer bases.

A center store will serve as the main warehouse
to the surrounding community stores for grocery shopping. Groceries can usually be delivered from the suppliers to the center store first,
before needing to use outside suppliers allowing the center store to distribute to all the community stores it covers, with allocations
based on historical sales data provided by the community stores.

The satellite stores are typically smaller than
the traditional supermarkets. The stores often are established in residential areas with large populations. The satellite stores offer
a smaller, particularly selected selection of products designed to meet the needs and desires of the community. For example, a satellite
store in a neighborhood with a higher concentration of younger consumers may offer more convenient food or social media trending products.
A satellite store established in a neighborhood filled with young professionals may feature as a Meal Solution Supermarket (“MSSM”),
where the consumers get their dinner almost instantly at a price point comparable to the cost of preparing a meal at home and lower than
dining out. We believe our satellite stores will significantly reduce the time spent on grocery shopping for customers because they will
be conveniently located and offer a carefully cultivated selection of products at an attractive price point. We expect that such time
efficiencies and price competitiveness will attract additional customers.

Expected advantages of the Center-Satellite store
network:


More cost efficient — Satellite stores are smaller with a cultivated selection of products designed to cater to the needs of the specific community. They are easier to maintain and establish and more cost efficient than traditional stores.


Higher profit margin expected — Selective products with precision marketing to target a specific customer base leads to higher revenue and profit margins. We expect buyers will be willing to pay higher premiums for quality and convenience.


Easier to set up — Because of the smaller size and carefully selected and managed inventory, establishing satellite stores at scale will require less capital and cost compared to that of a traditional store.


More flexible — Satellite stores can be flexible in terms of their inventory and set up. Products offered by the satellite stores can vary depending on the location and the targeted customers.

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Synergies between center stores and satellite stores — One center store can power many satellite stores from a logistics perspective. The overall cost to the supply chain will be lower, and the efficiency will be higher than the traditional store network. The historic sales data of each satellite store will be leveraged to optimize supplies from the center store. Satellite stores can function as the distribution hub to achieve fast delivery and in-store pickup. Deliveries may be made from satellite stores or customers can select to pick up from the closest satellite stores. Either way, the time to hand goods to customers is significantly reduced.


More attractive shopping experience — Consumer behavior has changed and young people are more reluctant to spend a lot of time for grocery shopping due to their fast-paced life styles. With more trending products and fast delivery or in-store pickup options, satellite stores are expected to attract young customers, who often shop more spontaneously and focus more on shopping experience rather than needs.


Promote our “Group Buy” activities — Group Buy activities are single-day promotions designed to increase the volume of sales of a particular product while providing a discount to the consumers. We believe that because our satellite stores will be designed to target a particular customer base, customer needs or interest will often overlap and offering Group Buy promotions will effectively stimulate sales of targeted products.


Extended Customer Reach — We believe that our model of center and satellite stores will allow us to reach a wider base of customers in a more cost-effective manner leading to reduced costs and improved margins.

Illustration of Center-Satellite Store Layout

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Shopping Preference by Importance and Urgency

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Our Products

Traditional Supermarkets/Center Stores

All of our traditional supermarkets offer perishable
and non-perishable items. We put a significant focus on perishable product categories which include vegetables, seafood, fruit and
meat. In fiscal years 2025 and 2024, our perishable product categories contributed approximately 50% and 54%, respectively, to our
total net revenue in alignment with the space occupancy of perishables.


Vegetables — All our stores receive daily deliveries of vegetables and are required to sell out all vegetables on a three to five day basis. We discount our vegetables after three days, which significantly lowers the storage cost and worn-and-torn rate and improves profitability. In addition, to lower the worn-out rate of green-leaf vegetables, due to customer rummage, we usually pack and sell such vegetables in bags. We also display and sell different kinds of vegetables according to their characteristics. For example, Chinese yams need to be displayed on wood shreds to keep them fresh, while watermelons are typically sold in pieces due to their large size.


Fruit — Almost all of our unique fruits are seasonal offerings in which quality and price are decisive to customer traffic during peak season. These fruits are sold at higher unit prices and generally offer higher profit margins. We benefit from our long-standing relationships with farm vendors to stay competitive during peak seasons and enjoy better sourcing price and higher profit margin from fruit sales. We adopt different storage technologies based on characteristics of different fruits and vegetables. All vegetables and fruits are delivered and sold on a three to five day basis, to lower worn rate, lower human cost and keep up the high quality.


Meat — Since we can sell more animal body parts than other mainstream grocery stores, the sales we generate from a whole pig, chicken or cow are much higher than those of mainstream groceries, resulting in higher margins on meat and meat products sales. For example, pork liver, intestines and feet, chicken hearts and feet and beef tripe, are all staples of Asian cooking that would not be offered in typical grocery stores allowing us to capture more of the value of a whole animal and leading to an increased margin on the sale of these products. We also cut and package meats for various specific purposes to cater to Asian cooking habits and styles. For example, we slice different kinds of meat specifically for hot pot cooking and then package and freeze them for quick pick-up and easy storage and use by customers. In addition, we sell meats prepared with Asian seasonings, which are ready to cook after purchase. Meats cut for specific purposes or prepared with Asian seasonings generally result in higher margins.


Seafood — As an established procedure, our in-house merchants collect live seafood from wharfs and markets at midnight on a daily basis. Purchased seafood is immediately distributed to all retail stores via our in-house cold chain systems in which hibernation technology keeps seafood alive and ensures its freshness and quality. For different species, we maintain different water temperatures and oxygen density in their tanks and containers. Hibernation technology is widely used in the in-house cold-chain system for long distance distribution to best ensure freshness and quality. As with what we do with meats, we fillet fish for specific purposes or preseason the seafood for Asian cooking.

With respect to non-perishables, we have over 13,000 grocery products
on our shelves ranging from cooking utensils, canned foods, Chinese and Asian seasonings and spices, to domestic and imported snacks.
Many of our imported groceries are sourced from China, Thailand and Taiwan to meet the diverse demand of not only Chinese Americans but
targeted customers originating from east and south-east Asia. In the fiscal years ended on April 30, 2025 and 2024, the non-perishable grocery
category contributed approximately 48.40 and 45.97%, respectively, to our total net sales and realized a markup of 35.13% and 35.09%,
on average, respectively.

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The Alhambra Store

In December 2021, we acquired a 10% equity interest
in a new grocery store in Alhambra, California from Grace Xu, spouse of John Xu, our chief executive officer (the “Alhambra Store”).
We intend to purchase the remaining 90% equity interest in the Alhambra Store and have the Alhambra Store serve as our first satellite
store.

We believe, that as an MSSM, the Alhambra Store
suits the lifestyle of young customers. MSSMs focus largely on ready-to-eat food and ready-to-cook groceries. The Alhambra Store
has a built-in kitchen which offers Asian hot foods under the house brand “Chili Point Land.” Ready-to-cook groceries
include frozen food as well as prewashed and pre-cut meats and vegetables.

We believe that the Alhambra has the potential
to be a successful satellite store in the Alhambra neighborhood. The city of Alhambra has a population of approximately 83,000, approximately
52% of which is comprised of Asian Americans, according to the 2020 U.S. Census Bureau. A large portion of the consumer base within a
three-mile radius of the store is comprised of young students living in apartments and young professionals between the ages of 25 and 44,
with annual incomes between $36,000 and $120,000.

The Alhambra store is currently designed to target
the demographic of its neighborhood. The store is located in the heart of Alhambra’s Main Street, which is where young consumers
spend significant time at the many restaurants and bars within walking distance of the store.

The Alhambra Store also carries Asian food, snacks
and other merchandise that are popular on social media to attract young customers interested in trying out new and trendy products. The
store aims to lead customers from shopping for needs to shopping for experience.

Lee Lee Oriental Supermart, Inc.

On April 8, 2024, AZLL, LLC, a wholly-owned subsidiary
of the Company (“AZLL”), acquired 100% of the equity interests in Lee Lee Oriental Supermart, Inc. (“Lee Lee”)
for an aggregate purchase price of approximately $22.2 million, consisting of: (i) $7.0 million in cash paid immediately at the closing
of the transaction, and (ii) a senior secured note agreement with an original principal amount of approximately $15.2 million (the “Lee
Lee Acquisition”) pursuant to a Stock Purchase Agreement (the “Stock Purchase Agreement”), dated April 4, 2024, by and
among AZLL, Meng Truong (“Meng Truong”) and Paulina Truong (“Paulina Truong” and, together with Meng Truong, the
“Sellers”). Lee Lee is a three-store supermarket chain operating under the name Lee Lee International Supermarkets in the
greater Phoenix and Tucson, Arizona metro areas.

Through the acquisition of Lee Lee, the Company
expanded its operations beyond California into the growing Arizona markets. We believe this strategic acquisition promotes further growth
for our brand, our mission and our commitment to serving the diverse Asian communities. The Lee Lee International Supermarket brand has
cultivated a respected reputation over its nearly three-decade presence and operations in Arizona. With a strong foothold across three
cities, Lee Lee has garnered a loyal following and has solidified its position as a trusted destination for diverse communities. We have
opted to retain Lee Lee’s brand name for the three acquired stores as a strategic move to maintain the existing, loyal customer
base.

With the addition of Lee Lee’s three profitable
store locations, our store portfolio was expanded from four to now seven operating stores. We believe the Lee Lee acquisition offers
evident synergies, as the three Lee Lee stores cater to the same target demographic and offer similar product lines as our four Hong Kong
Good Fortune stores. We intend to implement certain operational improvements, including the enhancement of store operations and supply
chain centralization.

For more information on the Lee Lee Acquisition,
please see Note 10 — “Note Payable” and Note 19 — “Acquisition of subsidiary” in the
Notes to the Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K.

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Our Vertical Supply and Distribution Chain

Our business model features a vertically integrated
structure covering upstream supply and downstream retail supermarkets. In December 2021, we acquired a 10% equity interest in Dai
Cheong, a wholesale business owned by our Chairman and Chief Executive Officer, John Xu, which mainly supplies foods and groceries imported
from Asia. Dai Cheong was founded in 1979 and has been working with major suppliers in Asia for over 20 years and has extensive experience
in sourcing products through a well-established sourcing system. To support its import trading business, Dai Cheong has an integrated
ecosystem of import, customs clearance and wholesale services. Dai Cheong owns three warehouses and maintains a team of professionals
selling more than 2,000 individual products. Dai Cheong primarily sells food products from all over Asia, including well-known Asian
brands such as Garden (Hong Kong), Prima Taste (Singapore), Ng Fung (Mainland China), Royal Family (Taiwan), Gold Kili (Singapore),
and other well-known Asian brands. Currently Dai Cheong supplies quality products to more than 2,000 ethnically diverse supermarkets
and wholesalers in all 50 states. Our initial investment in Dai Cheong, and our plan to acquire the remaining equity interest, is the
first step toward creating a vertically integrated supply-retail structure. Having an importer as a part of our portfolio allows
us the opportunity to offer a wider variety of products and to reap the benefits of preferred wholesale pricing

We work with three primary suppliers. These primary suppliers accounted
for approximately 19.0% and 48.0% of our total purchases in fiscal years 2025 and 2024, respectively. We also have established, long-term relationships
with local and regional farms which grow Asian specialty vegetables and fruit and supply the most popular yet hard-to-source vegetables
and fruits directly to our supermarkets. Working with our vendors, we are able to provide fresh seasonal vegetables and fruits. Produce,
live seafood and groceries are delivered to our supermarkets on a daily basis from our farm partners and external vendors as directed
by our in-house logistics system. With three retail supermarkets located in San Gabriel, Monrovia and Monterey Park, in the Los Angeles,
California metropolitan area, and three retail supermarkets located in the Phoenix and Tucson, Arizona metro areas, we had over 3.8 million
annual transactions in the year ended April 30, 2025. In addition, our initial investment in the Alhambra Store is a key factor in our
goal to reach out to the younger community, and expand into a large market for young customers, including students.

Our in-house logistics team is committed to
fast and reliable delivery for customers who place online orders for delivery. Our center-satellite store network gives us the ability
to set up in-store, mini-warehouses to achieve fast order fulfillment and speedy delivery. We are able to provide same-day delivery
for orders placed before noon within a five miles radius of the closest store.

Integrated Online and Offline Services

We started a series of online initiatives soon
after we acquired our first supermarket in 2019. Customers can choose to place orders online through a third-party mobile app, “Freshdeals24”,
and an applet integrated into WeChat for the option of a 100% cashier-less shopping experience. We undertook this initiative and
designed these apps based on our awareness of the predominance of WeChat in both the Chinese American and broader Asian-American communities
and extensive research into the habits of the younger generation of customers. We are working closely with JD.com to improve and update
our online apps to continue to specifically target and attract a wider variety of our customer base.

We integrate our online and offline retail capabilities
and use our center stores as warehouses to fulfill online orders. By managing inventory and offline resources effectively, our stores
satisfy consumers’ demands in-store as well as online. We offer multiple shopping channels through integrated online and offline
operations. Customers can place orders through the third-party mobile app and applet and for either home delivery or in-store pickups.
Our flexible shopping options are aimed to provide customers with convenience and flexibility that best match their lifestyles and personal
preferences.

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Currently JD.com is developing a new mobile app
for our future stores. For more information, please see “Partnership with JD.com” below.

Pricing Strategy

In general, our pricing strategy is to provide
premium products at reasonable prices. We believe pricing should be based on the quality of products and the shopping experience, rather
than promotional pricing, to drive sales. Our goal is to deliver a sense of value to and foster a relationship of trust with our target
and loyal customers.

We adopt different pricing strategies for different
food categories. For best sellers such as seafood and core produce like swimming shrimp and live crawfish, we price competitively and
aim to attract consumer traffic. For groceries department items which are usually imported and have a long shelf life, we price at a premium
(with an average markup of 35%). Due to changes in market conditions and seasonal supplies, our pricing for seafood and produce are more
volatile compared with the pricing of other categories.

Marketing and Advertising

We believe our unique offerings, competitive prices on popular produce,
and word-of-mouth are major drivers of store sales. In addition to word-of-mouth, we advertise our brand using in-store tastings,
in-store weekly promotion signage, cooking demonstrations and product sampling. We also promote our stores on our official website
and an electronic newsletter, and/or inserts and sales flyers in local Chinese newspapers, magazines and local radio stations on a monthly
or weekly basis. Our business is also marketed mainly on our official website, a third-party Mobile App “Freshdeals24”,
and an applet integrated into WeChat. For the fiscal years ended April 30, 2025 and 2024, we recognized $79,360 and $208,000
for marketing and advertising expenses, respectively. Overall, we have utilized mixed marketing and advertising strategies to enhance
our brand recognition, to regularly communicate with our target customers, and to strengthen our ability to market new and differentiated
products.

As we intend to establish more satellite stores
and with our new mobile app being developed, we foresee a significant increase in advertising in the future, with a focus on social media
promotion. With the younger generation being a key focus, we plan on advertising both our satellite stores and mobile app via TikTok,
YouTube and Instagram, in addition to WeChat. We also plan to invite selected Internet influencers to cover our stores, products, and
offerings.

Competition

Food retail is a large and highly competitive industry.
Although the Asian supermarket industry is a niche market, market participants still remain highly fragmented and unsophisticated, and
we face competition from smaller or dispersed competitors. However, with the rapid growth of the Chinese and other Asian populations in
the United States and their consumption power, other competitors may begin operating in this market in the future. Those competitors
include: (i) national conventional supermarkets, (ii) regional supermarkets, (iii) national superstores, (iv) alternative
food retailers, (v) local foods stores, (vi) small specialty stores, (vii) farmers’ markets, and (viii) e-commerce /
online-only grocery stores.

The national and regional supermarket chains have
strong experiences in operating multiple store locations and expansion management and have greater marketing or financial resources than
we do. Even though they currently offer only a limited selection of Chinese and Asian specialty foods, they may be able to devote greater
resources to sourcing, promoting and selling Chinese and other Asian products if they choose. The local food stores and markets are small
in size with a deep understanding of local preferences. Their lack of scale results in high risk and limited growth potential. In addition,
there are online Asian grocery platforms, such as Weee!, which have longer operating histories and more established reputation for online
Asian grocery shopping. However, the lack of their own offline store presence leads to a higher cost to the customers. Online-only grocery
stores rely on working with local supermarkets for supplies and that exposes them to the risk of not being able to always fulfill customer
demands when the supply is low. In addition, online-only grocery stores, by their nature, are not able to offer in-store shopping
experience, such as trying new food or cooked products in store, and in-store pick up. We believe our business model, when compared
with the online-only grocery stores, brings a more comprehensive and holistic shopping experience to the customers while maintaining
a competitive price point.

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Our Competitive Strengths

Strong Management and Operations Team

Our core operations team has extensive experience
in and knowledge of supermarket operations, supply chain, logistics and warehouse management as well as e-commerce. Since the acquisition
of our four original center stores in California, we have hired experienced operations and management team members both locally in the
United States and from China, including: Tao Han, who serves as our Chief Operating Officer and has more than 20 years of experience
in the retail industry with Yonghui Superstores, one of the largest chain supermarkets in China, and Freshippo (known as “Hema Shengxian”
in China), the online and offline retail platform under the Alibaba Group; and the store manager for the Alhambra Store who has 16 years
of experience in retail industry including extensive familiarity with process management practices in convenience store chains, which
transfers directly to our satellite store concept. We strategically deploy our team members in positions that best match their experience
and specialized skills.

We established a new performance-based bonus
system. If a store meets or exceeds the pre-set Key Performance Indicator (“KPI”), the employees of that store will receive
cash bonuses. Each department needs to provide weekly performance reports, which the management teams will review. If the department meets
or exceeds the pre-set KPI, the management teams will distribute monthly cash bonuses amounting to 1% of gross revenue to the department’s
staff for achievement of such performance goals.

Cost Efficient Supply Chain

Unlike many of our direct competitors which are
family-owned single stores, we have seven retail supermarkets with an average size of 36,000 square feet. We place orders mainly
through two primary wholesale agents which purchase products on our behalf from various vendors. Due to their large quantity purchase
position, these two wholesale agents are able to get competitive prices for a wide range of items. Similarly, due to our large purchasing
power and long-term business relationships with the two wholesale agents, even with price markups, we benefit from competitive pricing.
The price we pay to the wholesale agents is lower than the prices we would pay to each vendor directly. In addition, by dealing with only
two wholesale agents instead of approaching various vendors individually, we are saving time and costs.

Additionally, in order to begin the process of
establishing a vertically integrated supply and distribution change, we acquired a 10% equity interest in a wholesale company, Dai Cheong,
which has been in the business of importing and exporting Chinese and Asian specialty food and groceries for over 20 years. Dai Cheong,
which is owned by our Chairman and Chief Executive Officer, John Xu, specializes in identifying products that are popular among Asian-American consumers
but rarely found in mainstream stores. Furthermore, Dai Cheong has a well-established sourcing system and has formed an ecosystem
that integrates import, customs clearance and wholesale services. Without multi-layer intermediates, our retail supermarkets are
able to set such products at competitive prices, not only securing the supply of popular products, but boosting our operation profitability
as well.

Superior Customer Propositions


We implement stringent quality control procedures and processes across our supply chain, from procurement to inventory and logistics to ensure daily supply of the freshest products to our customers at competitive prices. At the store level we perform three rounds of quality control to each product on a daily basis:

1.
At the time of delivery, our delivery specialist performs comprehensive product checks to ensure product quality. If considerable amounts of product are not in saleable condition, we will request the return of such products or credits from the suppliers.

2.
As we move our products onto the shelves, our staff will perform a second round of quality control checks, and we do not place products that are damaged or otherwise unfit for sale on the supermarket shelves.

3.
After the close of business, we bring perishable, unsold products back to storage to ensure that they remain in saleable condition, and we consistently monitor the sell-by dates on dry good products to ensure that they remain in compliance.


We perform extensive checks on products delivered to our stores prior to accepting them and return or reject any products that are damaged or expired.


Our distributors utilize the cold chain supply method and vacuum sealing to keep perishable products such as meat and seafood fresh from the point of origin until it reaches our stores and to limit damage caused by fluctuating temperatures, air and moisture.


Our produce distributors perform quality control checks prior to packaging and delivery to remove any products unsuitable for sale and additionally, much of the produce we sell is grown in greenhouses under controlled conditions.

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Targeting Popular Product Trends

With our relationships with reputable suppliers
and distribution agents, we consistently update our product offerings to ensure our catalog stays competitive in the market and to reduce
unnecessary redundancy. In collaboration with our suppliers and distribution agents we consistently monitor social media and assess store
data to identify and subsequently offer products which are popular with our target consumers.

Employees

As of April 30, 2025, we had approximately 378 employees. Our employees
are not unionized nor, to our knowledge, are there any plans for them to unionize. We have never experienced a strike or significant work
stoppage. We consider our employee relations to be good. Minimum wage rates in some states have recently increased. For example, in Los
Angeles, the minimum wage rose from $14 per hour from 2021 to $15.50 per hour in 2023 and increased to $16 per hour starting from January
1, 2024; in Arizona, the minimum wage was $13.85 per hour in 2023, and increased to $14.35 per hour starting from January 1, 2024. Our
payroll and payroll tax expenses were $15.0 million and $7.4 million for the year ended April 30, 2025 and 2024, respectively.

Our Growth Strategy

Continue Building Center Satellite Stores Network

Operation of Center Stores — We
have a successful record of operating our existing retail supermarkets and have been able to quickly turn distressed stores into profitable
assets. Based on our understanding of the retail grocery market and our history of successfully investing in and operating our existing
retail supermarkets, we have quickly identified what we believe to be the key weaknesses of acquired stores and have taken specific actions
designed to achieve profitability, such as reducing redundant product offerings, managing fresh produce, meat and seafood inventory to
reduce waste and tailoring inventory and product selection to more accurately match the needs of the population that shop at each of our
stores. We plan to acquire additional supermarkets to expand our footprint to both the West Coast and the East Coast.

Opening Satellite Stores — We
currently own a 10% equity interest in the Alhambra Store, which we purchased from Grace Xu, spouse of John Xu, our chief executive officer.
We intend to acquire the remaining 90% interest in the Alhambra Store and operate the Alhambra Store as our first satellite store. Since
its opening, our management team has been involved with the operations and management of the Alhambra Store, utilizing our experience
in supermarkets. The Alhambra store is situated in a community with a large population of younger customers and will serve as an important
step in our targeting of this demographic as well as our plans to expand our center-satellite store model. We plan to open our satellite
stores to penetrate local communities and neighborhoods with larger populations of younger and diverse customers. When selecting locations,
we will also consider college towns and university neighborhoods in which there is a large Asian-American student population. The
satellite stores will serve as “community retail stores”, offering ready-to-eat and ready-to-cook foods and groceries.

Multi-Channel Initiatives

We are exploring our multi-channel initiatives
including improving our in-store shopping experience, increasing and enhancing our mobile ordering with at-home delivery and
in-store pickup and broadening our social media presence. In addition, multi-channel solutions can help realize the user’s
integration, price integration, inventory integration, price integration, marketing integration and orders integration:


User integration means establishing a unique ID for each individual consumer which allows us to integrate their shopping experience across online and offline channels, and provide standardized services for these consumers based on the data that corresponds to their ID.


Product integration means different sales channels can form integrated management of products. This implies that when sold on various online and offline channels, the same physical good has the same commodity code, and states language for life cycle management.

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Price integration means realizing a united price basis for the same product in different online and offline channels with the capability of synchronizing price changes across all channels, providing consumers with a convenient shopping experience without a price differentiation.


Inventory integration means the realization of inventory sharing, flexible allocation, and inventory forecasting. The integration of data and services between different channels should realize inventory sharing between online and offline multi-channels. If incoming orders reduce the inventory of one online channel, other online channels will simultaneously synchronize this information. Meanwhile, since customers put certain items into their shopping cart without checking out, a certain amount of reserve inventory will be maintained by online channels.


Marketing integration means promotional activities, coupons, and virtual assets can be synchronized or kept independent on online and offline channels, user scenarios can be complementary to each other to cater to user needs, and online and offline channels can synchronize marketing activities to enhance momentum building.


Order integration means the realization of routing administration, multi-dimensional combination, and intelligent order splitting. During customers’ shopping process, the order and logistics processing will be completed in different channels to be grouped as the most optimal choice in terms of time and location to achieve the fastest delivery speed and the best user experience.

Our Multi-Channel and Consumer Coverage

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Partnership with JD.com

In April 2021, we entered into a series of
agreements with JD E-commerce America Limited (“JD US”), the U.S. subsidiary of JD.com, Inc (“JD.com”), including the Collaboration
Agreement and Intellectual Property License Agreement (each as further described below).

Overall, we believe the collaboration with JD.com
will help us improve our business in the following areas:


Store Digital Transformation — New stores will utilize state-of-the-art devices and equipment. The devices, including PDAs and mobile checkout devices, tag printers, and laser scanners, will give the staff flexibility while working in stores. Meanwhile, devices such as the laser scanners and tag printers will enable us to upload data digitally to the connected servers for back-end management and analysis.

Store layouts will also be updated based on the thorough
analysis performed by JD.com through years of massive data collection and analysis. The purpose is to design the store in a scientific
way, including section arrangement, self-checkout POS locations, and shelf location deployment to optimize the in-store traffic
route and to improve the shopping experience.


Newly-designed app that is product centric — JD.com will lead the design and implementation of a new mobile app to serve our customers both online and offline which will include flash sales, daily special promotions, ranking sales and popularity trends, providing customers with targeted recommendations and a calendar of promotional events.

The new mobile app will support year-round promotions
based on events, holidays and products. With target customers in mind, the app is designed not only to be used as a shopping app, but
also a social platform for people to share their unique experience. The social elements include top-ranked / popular items, gourmet
sharing, review and tasting, store exploration, and product unbox reviews.


Cloud-based server with connected data — With JD.com’s help, we will move our back-end operations fully online via cloud-based servers. This will connect data from all stores together for the management to have a holistic view of performance of the brand. Traditionally, each store has its own data, limiting connectivity with other stores and making it hard for management to have a comprehensive view. The connected data will also help the Company to find and create synergies between stores, analyze data in larger scale and identify bulk order opportunities for potential price benefits. With this connected data, we believe we will be able to update inventory, sales, products, consumer traffic, logistics, and delivery stats between stores and between online and offline in real time. This will give us the opportunity not just to operate stores, but to operate a 360-degree retail business with optimizing cost efficiency.


Smart warehousing and logistics technology — By partnering with JD.com, we will be able to use big data analytics and artificial intelligence to explore warehousing automation solutions which we believe will allow us to achieve lean management of storage, improvement of production efficiency and reduction of operating costs through the use of fully automated warehouses that require limited human intervention. For supply chains, we aim to visualize supply chain health status with the JD.com partnership. The effective adjustment of resources can be made in time to maintain the efficiency and further reduce the cost. We would also be able to optimize distribution routes and vehicle routes via continued data collection and analysis in the target areas and improve the delivery time and user satisfaction. Lastly, we would establish satellite distribution stations for different consumer groups, such as student concentrated areas. The satellite distribution stations can speed up last mile delivery.


Introduction to more popular products — JD.com is the leading retail and e-commerce platform in China and a global ambassador for many world-renowned brands. The partnership with JD.com will allow us to introduce many boutique brand products popular in Asia to our existing and target markets. With Maison’s mature retail network and the fast-growing customer base in the United States, more overseas boutique products are expected to be imported to the United States for the benefit of American consumers.

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Collaboration Agreement

On April 19, 2021, JD US, the U.S. subsidiary of JD.com, and Maison entered into a Collaboration Agreement (the “Collaboration
Agreement”). Under the Collaboration Agreement, JD US has agreed to provide the following services to us for fees:


Stage 0 — the Consultancy Services including: (i) consideration and assessment of our business nature; (ii) information and standards, and analysis and study of feasibility of omni channel retailing of our business; and (iii) preparation and delivery of feasibility plan of omni channel retailing of our stores;


Stage 1 — the Initialization Services, including initializing the feasibility plan, digitalization of our stores, delivery of online retailing and e-commerce business and operational solutions for the stores with omni channels;


Stage 2 — the Implementation Services, including product and merchandise supply chain configuration, staff training for operation and management of the digital solutions, installation and configuration of hardware, customization of software, concept design and implementation; and


Stage 3 — the Platform Services, including providing actual operation and management of the store upon delivery and necessary support services.

Intellectual Property License Agreement

Simultaneously with the effectiveness of the Collaboration
Agreement, JD US and Maison entered into an Intellectual Property License Agreement (the “Intellectual Property License”)
outlining certain trademarks, logos and designs, and other intellectual property rights used in connection with the retail supermarket
operations outlined in the Collaboration Agreement. Under the Intellectual Property License, JD US granted us a ten-year limited,
non-exclusive, non-transferable, non-sublicensable license in the State of California to:


use the brand consisting of a combination of certain marks of JD.com (the “JD.com Marks”) and certain marks of ours in such forms to be agreed upon by mutual written consent of us and JD US (the “Co-Brand”);


use the JD.com Marks, but only as incorporated into the Co-Brand; and


use, copy and distribute any design or embodiment of the brand image or visual identity by which the Co-Brand will be known to the public, including any design of store layout, signage, advertising and marketing materials, consumer communications, artworks, webpages, mobile app content, and other materials that JD US may provide to us, in all cases solely in connection with our operation and promotion of our retail supermarket stores in the State of California as approved by JD US, and the products and goods and the related services offered and sold in such stores.

Trademarks

“HK GOOD FORTUNE SUPERMARKET”
and the stylized wording of “GOOD FORTUNE” is our self-owned trademark and was registered with the United States
Patent and Trademark Office on December 20, 2022. Such trademark is currently the brand of our four retail supermarkets located in California
and may also cover other supermarkets that we acquire in the future. We consider our trademark to be a valuable asset that diversifies
customer’s value alternatives, a useful strategy to enhance profit margins and an important way to establish and protect our brand
in a competitive environment. We are not currently in any trademark disputes with any third party.

Insurance

We use a combination of insurance and self-insurance to
provide coverage for potential liability for worker’s compensation, automobile and general liability, product liability, employee
health care benefits and other casualty and property risks. Changes in legal trends and interpretations, variability in inflation rates,
changes in the nature and method of claims settlement, benefit level changes due to changes in applicable laws, insolvency or insurance
carriers, and changes in discount rates could all affect ultimate settlements of claims. We evaluate our insurance requirements on an
ongoing basis to ensure that our insurance programs maintain adequate levels of coverage.

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Regulation

As a supermarket retailer, we are subject to numerous
health and safety laws and regulations. Our suppliers are also subject to such laws and regulations. These laws and regulations apply
to many aspects of our business, including the manufacturing, packaging, labeling, distribution, advertising, sale, quality and safety
of products we sell, as well as the health and safety of our team members and the protection of the environment. We are subject to regulation
by various government agencies, including the U.S. Food and Drug Administration (the “FDA”), the U.S. Department of Agriculture
(the “USDA”), the Federal Trade Commission (the “FTC”), the Occupational Safety and Health Administration (“OSHA”),
the Consumer Product Safety Commission (the “CPSC”), the Environmental Protection Agency (the “EPA”), as well
as various state and local agencies.

New or revised government laws and regulations,
as well as increased enforcement by government agencies, could result in additional compliance costs and civil remedies. An example is
the FDA Food Safety Modernization Act (referred to as “FSMA”), passed in January 2011, which grants the FDA greater authority
over the safety of the national food supply. Specifically, the FSMA requires the FDA to issue regulations mandating that risk-based preventive
controls be observed by the majority of food producers. This authority applies to all domestic food facilities and, by way of imported
food supplier verification requirements, to all foreign facilities that supply food products. In addition, the FSMA requires the FDA to
establish science-based minimum standards for the safe production and harvesting of produce, requires the FDA to identify “high
risk” foods and “high risk” facilities, and instructs the FDA to set goals for the frequency of FDA inspections of such
high risk facilities as well as non-high risk facilities and foreign facilities from which food is imported into the United States.

With respect to both food and dietary supplements,
the FSMA meaningfully augments the FDA’s ability to access producer’s and supplier’s records. This increased access
could permit the FDA to identify areas of concern it had not previously considered to be problematic either for us, our producers or our
suppliers. The FSMA is also likely to result in enhanced tracking and tracing of food requirements and, as a result, added recordkeeping
burdens upon our producers and suppliers. In addition, under the FSMA, the FDA has the authority to inspect certifications and therefore
evaluate whether foods and ingredients from our producers and suppliers are compliant with the FDA’s regulatory requirements. Such
inspections may delay the supply of certain products or result in certain products being unavailable to us for sale in our stores.

The FDA has broad authority to enforce the provisions
of the Federal Food, Drug and Cosmetic Act applicable to the safety, labeling, manufacturing and promotion of foods, including powers
to issue a public warning letter to a company, publicize information about illegal products, institute an administrative detention of
food, request or order a recall of illegal products from the market, and request the Department of Justice to initiate a seizure action,
an injunction action or a criminal prosecution in the U.S. courts. Pursuant to the FSMA, the FDA also has the power to refuse the import
of any food that is not appropriately verified as in compliance with all FDA laws and regulations. Moreover, the FDA has the authority
to administratively suspend the registration of any facility producing food, including supplements, deemed to present a reasonable probability
of causing serious adverse health consequences.

In connection with the marketing and advertisement
of products we sell, we could be the target of claims relating to false or deceptive advertising, including under the auspices of the
FTC and the consumer protection statutes of some states. These events could interrupt the marketing and sales of products in our stores,
severely damage our brand reputation and public image, increase the cost of products in our stores, result in product recalls or litigation,
and impede our ability to deliver merchandise in sufficient quantities or quality to our stores, which could result in a material adverse
effect on our business, financial condition and results of operations.

We are also subject to laws and regulations more
generally applicable to retailers, including labor and employment, taxation, zoning and land use, environmental protection, workplace
safety, public health, community right-to-know and alcoholic beverage sales. Certain local regulations may limit our ability to sell
alcoholic beverages at certain times. Our stores are subject to unscheduled inspections on a regular basis, which, if violations are found,
could result in the assessment of fines, suspension of one or more needed licenses and, in the case of repeated “critical”
violations, closure of the store until a re-inspection demonstrates that we have remediated the problem. The buildings in which some
stores are located are old and therefore require greater maintenance expenditures by us in order to maintain them in compliance with applicable
building codes. If we are unable to maintain these stores in compliance with applicable building codes, we could be required by the building
department to close them. Additionally, a number of federal, state and local laws impose requirements or restrictions on business owners
with respect to access by disabled persons. Our compliance with these laws may result in modifications to our properties, or prevent us
from performing certain further renovations Furthermore, our new store openings could be delayed or prevented or our existing stores could
be impacted by difficulties or failures in our ability to obtain or maintain required approvals or licenses.

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In addition, we are subject to environmental laws
pursuant to which we could be held responsible for all of the costs relating to any contamination at our or our predecessors’ past
or present facilities and at third-party waste disposal sites, regardless of our knowledge of, or responsibility for, such contamination.
We are also subject to laws governing our relationship with employees, including minimum wage requirements, overtime, working conditions,
immigration, and work permit requirements.

As is common in our industry, we rely on our suppliers
and contract manufacturers to ensure that the products they manufacture and sell to us comply with all applicable regulatory and legislative
requirements. In general, we seek certifications of compliance, representations and warranties, indemnification and/or insurance from
our suppliers and contract manufacturers. However, even with adequate insurance and indemnification, any claims of non-compliance could
significantly damage our reputation and consumer confidence in our products. In order to comply with applicable statutes and regulations,
our suppliers and contract manufacturers have from time to time reformulated, eliminated or relabeled certain aspects of their products
and we have revised certain provisions of our sales and marketing program.

We cannot predict the nature of future laws, regulations,
interpretations or applications, or determine what effect either additional government regulations or administrative orders, when and
if promulgated, or disparate federal, state and local regulatory schemes would have on our business in the future. They could, however,
increase our costs or require the reformulation of certain products to meet new standards, recall or discontinue certain products not
able to be reformulated, impose additional recordkeeping, expand documentation of the properties of certain products, expand or require
different labeling based on scientific substantiation.

Corporate Information

We were founded in July 2019 as Maison International,
Inc., an Illinois corporation, with our principal place of business in California. Immediately upon formation, the Company acquired three
retail Asian supermarkets in Los Angeles, California and subsequently rebranded them as “HK Good Fortune Supermarkets” or
“Hong Kong Supermarkets.” In September 2021, the Company was reincorporated in the State of Delaware as a corporation registered
under the laws of the State of Delaware and renamed “Maison Solutions Inc.”

Our corporate headquarters are located in Monterey
Park, California. Maison has six retail supermarkets in San Gabriel, California, Monrovia, California, Monterey Park, California, Chandler,
Arizona, Peoria, Arizona and Tucson, Arizona.

We are a “smaller reporting company”
as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended, or (the “Exchange Act”), and have elected to
take advantage of certain aspects of the scaled disclosure available for smaller reporting companies.

Information
About Our Executive Officers

Set forth below is information concerning our current
executive officers and directors.

Name

Age

Position(s)

John Xu

48

President and Chief Executive Officer and Chairman of the Board

Alexandria M. Lopez

40

Chief Financial Officer and Director

Mark Willis

68

Director

Bin Wang

67

Director

Dr. Xiaoxia Zhang

55

Director

Tao Han

51

Chief Operating Officer

There are no family relationships between our executive
officers and members of our Board.

Backgrounds of Current Executive Officers and Directors

Set forth below is information concerning our current
executive officers and directors identified above.

John Xu has served as Director, President
and Chief Executive Officer of the Company since 2019. Mr. Xu has served as Director and President of J&C International Group
LLC, a cross-border investment firm since 2013. From 2009 to 2020, Mr. Xu also served as Director and President of Ideal City
Realty, LLC, a real estate investment firm. Mr. Xu has extensive experience in business operations, investment and strategic management
and retail enterprises, with a keen market sense and deep understanding of cross-border investment environment.

We believe Mr. Xu’s qualifications to serve
on our board of directors include his perspective and experience building and leading our Company as the founder and Chief Executive Officer
and his extensive experience in business, strategic development and implementation.

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Alexandria M. Lopez has served as a member
of our board of directors and has been the Chief Financial Officer of the Company since 2019. Ms. Lopez previously served as Chief Financial
Officer and Vice President of J&C International Group LLC, a position she has held from 2014 to 2023. Ms. Lopez has over 10 years
of financial and accounting experience. Ms. Lopez received a B.A. in Accounting from the University of Phoenix.

We believe Ms. Lopez’s qualifications to
serve on our board of directors include her knowledge of our Company and her extensive management experience at our Company.

Mark Willis has served as a member of our
board of directors since June 2023. Mr. Willis is the founder and Chief Executive Officer of ParQuest Consulting, which he founded
in 2015. Mr. Willis previously served as a member of the transition team of New York City Mayor Eric Adams from 2021 to 2022. Prior
to these roles, Mr. Willis served in various roles at Morgan Stanley Wealth Management, from 1998 to 2015. Mr. Willis has a
BBA in Finance and Investments from Baruch College and an MBA with a concentration computer methodology from the Baruch College Graduate
School of Business.

We believe Mr. Willis’s qualifications to
serve on our board of directors include his substantial experience in business management and finance as well as his expertise and resources
in financial services.

Bin Wang has served as a member of our board
of directors since June 2023. Mr. Wang is the Managing Director of Eon Capital International Ltd, a Hong Kong-incorporated corporate
advisory service company since 2007. Mr. Wang also serves as a member of the board of directors of Fly-E Group, Inc. (NASDAQ: FLYE) since
May 2024. He also acted as the Chairman and Chief Executive Officer of Alberton Acquisition Corp. (ALAC), a NASDAQ listed company from
2018 to 2020. From 2010 to 2012, he served as Independent Board Director of Sky Digital Stores Corp. (SKYC), participating in the company’s
a public listing process. Mr. Wang began his financial career in 1994 with Chemical Bank, as market segment manager for developing
the bank’s commercial banking business in the US domestic Asian market. He then served as Vice President and Team Leader of Chase
International Financial Services after Chemical Bank’s merger into Chase in 1996 and later combination into JP Morgan Chase in 2000.
He continued his service at JP Morgan Chase with a broad range of management responsibilities in the development and growth of the bank’s
international business until 2006. Mr. Wang graduated from Northwestern Polytechnic University in 1980, received his M.S. degree
in Mechanical Engineering from Xi’an Jiaotong University in 1983 and he obtained his M.A. in economics from Illinois State University
in 1992. Mr. Wang has over 30 years of management experience in financial industry and has provided his financial advisory services
to dozens of corporate clients in both the United States and Asia.

We believe Mr. Wang’s qualifications to serve
on our board of directors include his substantial experience in business management as well as his expertise and resources in financial
services.

Dr. Xiaoxia Zhang has served as a member
of our board of directors since June 2023. Dr. Zhang serves as a consultant for a number of Chinese companies with U.S. operations, focusing
on strategy, resourcing, technology and supply chain management. Her clients include Yangfang Shengli Catering, which she helped to grow
from its origins as a street vendor to a full-industry-chain company that specializes in hala catering, food processing, packaging,
central kitchen and restaurants, and to expand its footprint in the New York and California markets. Dr. Zhang also advises Shanxi Hongtong
Fenghe Agroforestr, where she helped to develop its signature product, “Yulu Fragrant Pear”, which is known as the “King
of Chinese Pears” and to streamline the company’s supply chain process, increasing company efficiency and profitability. Dr.
Zhang also serves as Deputy Director at Renmin University of China Lifelong Learning Center, a position she has held since 2014. She previously
served as Chairwoman at Zhongguancun Dongsheng New Urbanization Industry Alliance from 2016 to 2020 and Vice Dean at Tianjin Bohai Urban
Development Research Institute from 2011 to 2021. Dr. Zhang received her Doctoral Degree in environment science from Peking University
in 2004.

We believe Dr. Zhang’s qualifications to
serve on our board of directors include her substantial experience in consulting and supply chain management and development as well as
her experience with growth stage companies.

Tao Han has served as our Chief Operating
Officer since October 2023. Since October 2020, Mr. Han has served as the general manager of our stores located in San Gabriel
and Monrovia. Prior to 2020, Mr. Han has served various managerial positions in retail supermarkets for more than 10 years.
From 2017 to 2020, Mr. Han was a marketing manager for Hema Fresh in Beijing. From 2011 to 2017, Mr. Han served as administrative
manager of Yonghui Supermarket, a public retail company in China. From 2001 to 2011, he was the Head of Management of Iko-Yokato Beijing.

Available Information

Our Internet website is www.maisonsolutionsinc.com.
Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to reports filed or furnished
pursuant to Sections 13(a) and 15(d) of the Exchange Act are available, free of charge, under the Investor Relations tab of our website
as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. Additionally, the SEC maintains
a website located at www.sec.gov that contains the information we file or furnish electronically with the SEC.

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