v3.25.2
Acquisitions
 12 Months Ended
Mar. 31, 2025
Acquisitions [Abstract]  
ACQUISITIONS

NOTE 10 – ACQUISITIONS

 

TLS Acquisition

 

On July 20, 2022, the Company entered into an agreement with All Seas Global Limited to acquire 100% equity interests in TLS. The 100% of the equity interests in TLS were transferred to the Company on July 20, 2022, and cash consideration was paid in full and the transaction was closed on July 27, 2022. As the TLS and the Company were controlled by the same ultimate controlling shareholder before this acquisition, the transaction was accounted for as an acquisition of a business between entities under common control, and therefore, the related acquired assets and liabilities were transferred at TLS’s historical carrying value. The Company recognized $3.6 million of consideration in excess of the book value of net liabilities acquired, with $2.84 million recorded in capital reserve and $0.74 million recorded in retained earnings at the acquisition date.

 

The carrying amounts of the assets and liabilities of TLS as of the transaction date were as follows:

 

   July 20,
2022		 
     
Assets  $7,293,021 
Liabilities   8,030,370 
Net liabilities  $(737,349)
      
Consideration in excess of net liabilities acquired  $3,579,522 
      
Total purchase consideration  $2,842,173 

Reiwatakiya Acquisition

 

On October 26, 2022, the board of directors of TLS approved the acquisition of Reiwatakiya from All Seas Global Limited, which held 60% of the equity interests in Reiwatakiya. The 60% of the equity interests in Reiwatakiya were transferred to the TLS on October 26, 2022 with no consideration. As the TLS and Reiwatakiya were controlled by the same ultimate controlling shareholder before this acquisition, the transaction was accounted for as an acquisition of a business between entities under common control, and therefore, the related acquired assets and liabilities were transferred at Reiwatakiya’s historical carrying value. On January 4, 2023, TLS acquired the remaining 40% of the equity interests in Reiwatakiya from a third-party shareholder with no consideration and Reiwatakiya became the wholly owned subsidiary of TLS. The Company recognized $2,502 of consideration in excess of the book value of net liabilities acquired, which is reflected in retained earnings at the acquisition date.

 

The carrying amounts of the assets and liabilities of Reiwatakiya as of the transaction date were as follows:

 

    October 26,
2022		  
       
Assets   $ 32,838  
Liabilities     37,008  
Net liabilities   $ (4,170 )
Non-controlling interests     1,668  
         
Consideration in excess of net liabilities acquired   $ 2,502  
         
Total purchase consideration   $ -