SHARE CAPITAL AND SHARE PREMIUM

6 Months Ended

12 Months Ended

Sep. 30, 2024

Mar. 31, 2024

SHARE CAPITAL AND SHARE PREMIUM

20 SHARE CAPITAL AND SHARE PREMIUM

Under a deemed reverse acquisition (as discussed in note 3), the historical shareholders’ equity of DSL, being the accounting acquirer (legal acquiree) prior to the Transaction   is retrospectively adjusted to reflect the legal capital structure of the accounting acquiree (legal acquirer) and the Share Subdivision. This is calculated by using the exchange ratio as determined on the completion of the Transaction being 410 shares in the Company for each DSL share and multiplying by 2 for the impact of Share subdivision. The difference in value of the share capital arising from this conversion versus the share capital amount in DSL is recorded in equity under the capital reserve.

The Shares of the Company have a par value of $0.00005 after the Share Subdivision.

											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
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
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
Founding share of the Company	(b)		1		-			-		-		-
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

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.

314 ordinary shares issued by DSL in March 2022, with recapitalized amount of 257,480 ordinary shares, were issued with conditions. The conditions were based on the use of funds and the provision of information by DSL to the shareholder. Should any conditions not be met then there is a 30-day remediation period to resolve the issue. If such issues cannot be resolved the shareholder can demand DSL to buy back the investment at the higher of the fair value of the investment or the initial investment value. Such conditions lapse on an IPO of the Company or DSL. Management considers the possibility of such an outcome to be remote and the fair value of the option to redeem the investment to be immaterial.

20 SHARE CAPITAL

Under a deemed reverse acquisition (as discussed in note 3), the historical shareholders’ equity of DSL, being the accounting acquirer (legal acquiree) prior to the Transaction is retrospectively adjusted to reflect the legal capital structure of the accounting acquiree (legal acquirer) and the Share Subdivision. This is calculated by using the exchange ratio as determined on the completion of the Transaction being 410 shares in the Company for each DSL share and multiplying by 2 for the impact of Share subdivision. The difference in value of the share capital arising from this conversion versus the share capital amount in DSLK is recorded in equity under the capital reserve.

The Shares of the Company have a par value of $0.00005 after the Share Subdivision.

									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 1 April 2023			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
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
Founding share of the Company			1		-			-		-
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

Notes:

(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.

314 ordinary shares issued by DSL in March 2022, with recapitalized amount of 257,480 ordinary shares, were issued with conditions. The conditions were based on the use of funds and the provision of information by DSL to the shareholder. Should any conditions not be met then there is a 30-day remediation period to resolve the issue. If such issues cannot be resolved the shareholder can demand DSL to buy back the investment at the higher of the fair value of the investment or the initial investment value. Such conditions lapse on an IPO of the Company or DSL. Management considers the possibility of such an outcome to be remote and the fair value of the option to redeem the investment to be immaterial.