Business Description

Note 1 - Organization and Nature of Operations Organization and Nature of Operations Nightfood Holdings, Inc. and its subsidiaries (“Nightfood,” “NGTF,” “we,” “our,” or the “Company”) is a service robotics and hospitality technology company. The Company develops, deploys, and commercializes AI-powered autonomous robots for the hospitality, foodservice, and facilities-management industries. The Company also has acquired and operates hotel properties, which serve both as hospitality operations and as deployment sites for its robotics solutions. The Company’s subsidiary SWC Group, Inc. (d/b/a CarryOutSupplies.com) distributes disposable foodservice packaging and provides logistics and supply-chain support to the Company’s other operations. The Company’s operations are organized into three (3) principal business segments, with a fourth legacy line presented as discontinued operations: 1. Foodservice Packaging: Through its wholly owned subsidiary SWC Group, Inc. (d/b/a CarryOutSupplies.com) (“SWC”), the Company operates as a business-to-business (“B2B”) enterprise focused on the wholesale distribution of disposable foodservice packaging products. Product offerings include printed paper cups, plastic cups, food containers, bags, and related consumables for restaurants, cafés, and other foodservice establishments. Operations are conducted primarily through the Company’s e-commerce platform, www.carryoutsupplies.com, which serves customers across the United States. Activities include product design, sourcing from domestic and international manufacturers, quality control, warehousing, and fulfillment. Customers are primarily small to mid-sized businesses in the hospitality and foodservice industries, with no material dependence on any single customer or supplier. This segment began operations in connection with the acquisition of SWC Group, Inc. on March 31, 2025. NIGHTFOOD HOLDINGS, INC. AND SUBSIDIARIES DBA TECHFORCE ROBOTICS NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2026 AND 2025 2. Robotics-as-a-Service (RaaS): Through its subsidiaries, TechForce Robotics, Inc. (formerly Skytech Automated Solutions, Inc.) (“TechForce”) and Future Hospitality Ventures Holdings, Inc. (“FHVH”), the Company develops and delivers automation solutions that perform routine and repetitive tasks in foodservice and hospitality operations. On February 2, 2024, FHVH began operating under the trade name RoboOp365. On September 2, 2025, Skytech Automated Solutions, Inc. changed its name to TechForce Robotics, Inc. Business Model The Company offers its automation solutions under a Robotics-as-a-Service (RaaS) model, generally structured as multi-year lease and service agreements following an initial pilot and site-preparation period. Under these arrangements, customers pay a recurring monthly fee for deployed equipment and related services. Fees may vary depending on the scale of deployment, number of units, and customer-specific requirements. The Company recognizes revenue on a monthly basis as services are rendered. 3. Hospitality Asset Ownership: The Company acquires, owns, and operates hotel properties, which serve both as hospitality operations and as deployment sites for the Company’s automation technologies. The hospitality segment became active in the fiscal year ended June 30, 2026 with the acquisitions of two (2) hotel properties described in Note 9. Franchise Operations The Company owns and operates its hotels under long-term franchise agreements with established national hotel brands. These arrangements grant the Company the right to operate its hotels using the brand’s trademarks, systems, reservation channels, and operating standards in exchange for various franchise-related fees, which generally include: ● Royalty fees, typically calculated as a percentage of room revenue; NIGHTFOOD HOLDINGS, INC. AND SUBSIDIARIES DBA TECHFORCE ROBOTICS NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2026 AND 2025 ● Marketing, loyalty, and reservation assessments supporting brand-wide advertising and distribution systems; and ● System fees associated with participation in required brand programs and technology platforms. Under each franchise agreement, the Company is required to comply with the brand’s operating manuals, service standards, and property-level specifications, including ongoing maintenance, periodic upgrades, and compliance with brand-mandated property improvement plans (“PIPs”).…