| SCHEDULE OF SHARE CAPITAL AND SHARE PREMIUM |
SCHEDULE OF SHARE CAPITAL AND SHARE PREMIUM
| | |
| |
| | |
| | |
| | |
| | |
Share
capital | |
| | |
| |
Share Capital | | |
Share | | |
Capital | | |
net of capital | |
| | |
Notes | |
Shares | | |
Amount | | |
premium | | |
reserve | | |
reserve | |
| | |
| |
| | |
USD | | |
USD | | |
USD | | |
USD | |
| Balance at 1 April 2023 | |
| |
| 11,582 | | |
| 3,725,301 | | |
| - | | |
| - | | |
| 3,725,301 | |
| Exercise of share option awards | |
(a) | |
| 44 | | |
| 27,368 | | |
| - | | |
| - | | |
| 27,368 | |
| Allotment of shares to Rhino Ventures | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
| Balance at 31 March 2024 pre-recapitalized | |
| |
| 11,626 | | |
| 3,752,669 | | |
| - | | |
| - | | |
| 3,752,669 | |
| Share exchange of DSL (1:410 exchange ratio) | |
(b) | |
| 4,755,034 | | |
| (3,752,192 | ) | |
| - | | |
| 3,752,192 | | |
| - | |
| Sub-total | |
| |
| 4,766,660 | | |
| 477 | | |
| - | | |
| 3,752,192 | | |
| 3,752,669 | |
| Founding share of the Company | |
(b) | |
| 1 | | |
| - | | |
| - | | |
| - | | |
| - | |
| Sub-total | |
| |
| 4,766,661 | | |
| 477 | | |
| - | | |
| 3,752,192 | | |
| 3,752,669 | |
| Share Subdivision | |
(c) | |
| 4,766,661 | | |
| - | | |
| - | | |
| - | | |
| - | |
| Balance at 31 March 2024 Recapitalized | |
| |
| 9,533,322 | | |
| 477 | | |
| - | | |
| 3,752,192 | | |
| 3,752,669 | |
| | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
| Balance at 1 April 2024 | |
| |
| 11,626 | | |
| 3,752,669 | | |
| - | | |
| - | | |
| 3,752,669 | |
| Pre-capitalized balance | |
| |
| 11,626 | | |
| 3,752,669 | | |
| - | | |
| - | | |
| 3,752,669 | |
| Exercise of share option awards pre-capitalization | |
(d) | |
| 44 | | |
| 27,368 | | |
| - | | |
| - | | |
| 27,368 | |
| Allotment of shares to Rhino Ventures | |
(e) | |
| 5,086 | | |
| 1,346,800 | | |
| - | | |
| - | | |
| 1,346,800 | |
| Pre-capitalized balance | |
| |
| 16,756 | | |
| 5,126,837 | | |
| - | | |
| - | | |
| 5,126,837 | |
| Share exchange of DSL (1:410 exchange ratio) | |
(b) | |
| 6,853,204 | | |
| (5,126,150 | ) | |
| - | | |
| 5,126,150 | | |
| - | |
| Sub-total | |
| |
| 6,869,960 | | |
| 687 | | |
| - | | |
| 5,126,150 | | |
| 5,126,837 | |
| Pre capitalized sub-total | |
| |
| 6,869,960 | | |
| 687 | | |
| - | | |
| 5,126,150 | | |
| 5,126,837 | |
| Founding share of the Company | |
(b) | |
| 1 | | |
| - | | |
| - | | |
| - | | |
| - | |
| Sub-total | |
| |
| 6,869,961 | | |
| 687 | | |
| - | | |
| 5,126,150 | | |
| 5,126,837 | |
| Post capitalized sub-total | |
| |
| 6,869,961 | | |
| 687 | | |
| - | | |
| 5,126,150 | | |
| 5,126,837 | |
| Share Subdivision | |
(c) | |
| 6,869,961 | | |
| - | | |
| - | | |
| - | | |
| - | |
| Recapitalized balance | |
| |
| 13,739,922 | | |
| 687 | | |
| - | | |
| 5,126,150 | | |
| 5,126,837 | |
| Exercise of share option awards post-capitalization | |
(f) | |
| 1,003,680 | | |
| 50 | | |
| 1,768,661 | | |
| - | | |
| 1,768,711 | |
| Balance at 30 September 2024 | |
| |
| 14,743,602 | | |
| 737 | | |
| 1,768,661 | | |
| 5,126,150 | | |
| 6,895,548 | |
| Recapitalized balance | |
| |
| 14,743,602 | | |
| 737 | | |
| 1,768,661 | | |
| 5,126,150 | | |
| 6,895,548 | |
Notes:
| (a) | In
October 2023, DSL issued 44
shares
to an employee via the exercising of vested employee share options. These shares rank pari
passu with the existing ordinary shares of DSL in all respects. These shares equate to 36,080
shares
post the Recapitalization. |
| (b) | On
15 July 2024, the Company completed a Share Exchange Transaction (the “Transaction”)
with DSL and each of the shareholders of DSL. Prior to the Transaction, the Company had issued
one founding share with a par value of USD 0.0001
and
was a newly incorporated entity without material business activities, while DSL was the parent
of the Diginex group of companies (“DSL Group”). The Transaction resulted in
the Company becoming the immediate holding company of DSL Group and DSL became a wholly owned
subsidiary of the Company. The Transaction resulted in one share in DSL being exchanged for
four hundred and ten (410)
shares in the Company. |
| (c) | On
26 July 2024, the authorized share capital of the Company changed to USD50,000
divided
into 960,000,000
Ordinary
Shares of USD0.00005
par
value each and 40,000,000
Preferred
Shares of USD0.00005
par
value each (the “Share Subdivision”). The Share Subdivision resulted in the shareholding
of each Company shareholder increasing by a multiple of two. |
| (d) | In
April 2024, DSL issued 44
shares
to an employee via the exercising of vested employee share options. These shares rank pari
passu with the existing ordinary shares of DSL in all respects. These shares equate to 36,080
shares
post the Recapitalization. |
| (e) | In
May 2024, the Group completed an $8.0
million
capital raise with its immediate holding company, Rhino Venture. Upon the completion of the
capital raise, the Company allotted 5,086
ordinary
shares and 10,172
warrants
to Rhino Venture. The warrants have a fair value of $6.7
million
and $1.3
million
being allocated to share capital with a total value recognized in reserves of $8.0
million.
These shares amounted to 4,170,520
shares
in the Company post Recapitalization and at the same time the warrants were cancelled in
DSL with 4,170,520
warrants
being issued, with the same economic rights, by the Company. |
| (f) | In
August 2024, the Company issued 1,003,680
shares
to certain employees via the exercising of vested employee share options. These shares rank
pari passu with the existing ordinary shares of the Company in all respects. |
|
SCHEDULE OF SHARE CAPITAL AND SHARE PREMIUM
| | |
| |
| | |
| | |
| | |
Share capital | |
| | |
| |
Share Capital | | |
Capital | | |
net of capital | |
| | |
Notes | |
Shares | | |
Amount | | |
reserve | | |
reserve | |
| | |
| |
| | |
USD | | |
USD | | |
USD | |
| Balance at 1 April 2022 and 31 March 2023 pre-capitalized | |
| |
| 11,582 | | |
| 3,725,301 | | |
| - | | |
| 3,725,301 | |
Share exchange of DSL
(1:410 exchange ratio) | |
(a) | |
| 4,737,038 | | |
| (3,724,826 | ) | |
| 3,724,826 | | |
| - | |
| Sub-total | |
| |
| 4,748,620 | | |
| 475 | | |
| 3,724,826 | | |
| 3,725,301 | |
| Share Subdivision | |
(b) | |
| 4,748,620 | | |
| - | | |
| - | | |
| - | |
| Balance at 31 March 2023 Recapitalized | |
| |
| 9,497,240 | | |
| 475 | | |
| 3,724,826 | | |
| 3,725,301 | |
| Balance at Recapitalized | |
| |
| 9,497,240 | | |
| 475 | | |
| 3,724,826 | | |
| 3,725,301 | |
| | |
| |
| | | |
| | | |
| | | |
| | |
| Balance at 1 April 2023 | |
| |
| 11,582 | | |
| 3,725,301 | | |
| - | | |
| 3,725,301 | |
| Pre-capitalized balance | |
| |
| 11,582 | | |
| 3,725,301 | | |
| - | | |
| 3,725,301 | |
| Exercise of share option awards | |
(c) | |
| 44 | | |
| 27,368 | | |
| - | | |
| 27,368 | |
| Balance at 31 March 2024 pre-recapitalized | |
| |
| 11,626 | | |
| 3,752,669 | | |
| - | | |
| 3,752,669 | |
| Pre-capitalized balance | |
| |
| 11,626 | | |
| 3,752,669 | | |
| - | | |
| 3,752,669 | |
Share exchange of DSL
(1:410 exchange ratio) | |
(a) | |
| 4,755,034 | | |
| (3,752,192 | ) | |
| 3,752,192 | | |
| - | |
| Sub-total | |
| |
| 4,766,660 | | |
| 477 | | |
| 3,752,192 | | |
| 3,752,669 | |
| Pre capitalized sub-total | |
| |
| 4,766,660 | | |
| 477 | | |
| 3,752,192 | | |
| 3,752,669 | |
| Founding share of the Company | |
| |
| 1 | | |
| - | | |
| - | | |
| - | |
| Sub-total | |
| |
| 4,766,661 | | |
| 477 | | |
| 3,752,192 | | |
| 3,752,669 | |
| Post capitalized sub-total | |
| |
| 4,766,661 | | |
| 477 | | |
| 3,752,192 | | |
| 3,752,669 | |
| Share Subdivision | |
(b) | |
| 4,766,661 | | |
| - | | |
| - | | |
| - | |
| Balance at 31 March 2024 Recapitalized | |
| |
| 9,533,322 | | |
| 477 | | |
| 3,752,192 | | |
| 3,752,669 | |
| Recapitalized balance | |
| |
| 9,533,322 | | |
| 477 | | |
| 3,752,192 | | |
| 3,752,669 | |
| (a) | On
15 July 2024, the Company completed a Share Exchange Transaction (the “Transaction”)
with DSL and each of the shareholders of DSL. Prior to the Transaction, the Company had issued
one founding share with a par value of USD 0.0001 and was a newly incorporated entity without
material business activities, while DSL was the parent of the Diginex group of companies
(“DSL Group”). The Transaction resulted in the Company becoming the immediate
holding company of DSL Group and DSL became a wholly owned subsidiary of the Company. The
Transaction resulted in one share in DSL being exchanged for four hundred and ten (410) shares
in the Company. |
| | |
| (b) | On
26 July 2024, the authorized share capital of the Company changed to USD50,000 divided into
960,000,000 Ordinary Shares of USD0.00005 par value each and 40,000,000 Preferred Shares
of USD0.00005 par value each (the “Share Subdivision”). The Share Subdivision
resulted in the shareholding of each Company shareholder increasing by a multiple of two. |
| | |
| (c) | In
October 2023, DSL issued 44 shares to an employee via the exercising of vested employee share
options. These shares rank pari passu with the existing ordinary shares of DSL in all respects.
These shares equate to 36,080 shares post the Recapitalization. |
|