| SCHEDULE OF TRANSACTIONS WITH OTHER RELATED PARTIES |
In
addition to those related party transactions and balances disclosed elsewhere in the consolidated financial statements, the Group had
the following transactions with its related parties during the reporting period:
SCHEDULE OF TRANSACTIONS WITH OTHER RELATED PARTIES
| | |
| |
Year ended | | |
Year ended | | |
Year ended | |
| | |
Notes | |
31 March 2025 | | |
31 March 2024 | | |
31 March 2023 | |
| | |
| |
USD | | |
USD | | |
USD | |
| Subscription fee income | |
(a) | |
| 42,680 | | |
| 71,333 | | |
| 387,751 | |
| Consultancy fee | |
(b) | |
| 260,417 | | |
| 250,000 | | |
| 250,000 | |
| Write-off of due from related company | |
(c) | |
| - | | |
| 81,347 | | |
| - | |
| Share-based payments expenses on anti-dilution issuance of Preferred Shares | |
(d) | |
| 369,648 | | |
| - | | |
| - | |
| Finance charges on: | |
| |
| | | |
| | | |
| | |
| Loan from a related company | |
(e) | |
| 24,548 | | |
| 80,219 | | |
| 60,712 | |
| Loans from immediate holding company | |
(f) | |
| 129,423 | | |
| 187,584 | | |
| 78,926 | |
| Convertible loan notes | |
(g) | |
| 238,960 | | |
| 266,520 | | |
| 80,822 | |
| (a) |
During
the year ended 31 March 2025, the Group entered into sales agreements with certain shareholders amounting to $42,680 in revenue generated
(2024: $71,333; 2023: $387,751). |
| (b) |
During
the year ended 31 March 2025, Miles Pelham, controller of Rhino Ventures, engaged as a contractor to provide management services
in return for a fee of $260,417 (2024: $250,000; 2023: $250,000). |
| (c) |
During
the year ended 31 March 2024, the Group has fully written off the amount due from a related company, Diginex (Holdings) Limited,
a company controlled by Rhino Ventures, of $81,347 (2025 and 2023: $Nil). |
| (d) |
In
connection with the issuance 151 Preferred Shares of DSL triggered by the Capital Raise, share-based payments expenses of $369,648
are recognized during the year ended 31 March 2025 (2024 and 2023: $Nil). |
| (e) |
The
Group had a loan with a principal of $1,000,000,
bore an 8%
annual interest charge, due to Diginex (Holdings) Limited.
Upon
the Recapitalization, the loan was converted into convertible loan notes with principal of $1,000,000, of which Rhino Ventures holds
$517,535 of the principal amount and Working Capital Innovation Fund II L.P., shareholder of the Company, holds $482,465 of the principal
amount, and the corresponding interest was recognized as finance charges on convertible loan notes. During the year ended March 31,
2025, interest of $24,548 was accrued (2024: $80,219; 2023: $60,712). The convertible loan notes were converted into ordinary shares
on 20 December 2024. |
| (f) |
The
Group had a loan outstanding from immediate holding company, Rhino Ventures. The loan bore an 8%
annual interest charge and interest of $129,423
was accrued during the year ended 31 March 2025 (2024: $187,584;
2023: $78,926).
On January 21, 2025, the loan balance was $3,530,091
and $3,000,000
was
capitalized through the issuance of 731,707
Ordinary Shares with the balance of $530,019
being repaid in cash. At 31 March 2025, there was no balance
outstanding. |
| (g) |
The
Group issued convertible loan notes to the shareholders of the Company. The convertible loan note bore an 8% annual interest charge
and interest of $238,960 was accrued during the year ended 31 March 2025 (2024: $266,520; 2023: 80,822). The
convertible loan notes were converted into ordinary shares on 20 December 2024. |
|
| SCHEDULE OF KEY MANAGEMENT COMPENSATION |
SCHEDULE OF KEY MANAGEMENT COMPENSATION
| | |
Year ended | | |
Year ended | | |
Year ended | |
| | |
31 March 2025 | | |
31 March 2024 | | |
31 March 2023 | |
| | |
USD | | |
USD | | |
USD | |
| Basic salaries, allowances and all benefits-in-kind
(a) | |
| 1,616,693 | | |
| 1,514,495 | | |
| 1,304,369 | |
| Share-based payments | |
| 782,338 | | |
| 1,324,067 | | |
| 410,912 | |
| Key management compensation | |
| 2,405,955 | | |
| 2,845,870 | | |
| 1,723,166 | |
| (a) |
Basic salaries, allowances
and all benefits-in-kind include a payment of $260,417 to the Chairman of Diginex. The Chairman is also the controller of a related
party, Rhino Ventures Limited. |
|