SCHEDULE OF SHARE CAPITAL |
SCHEDULE OF SHARE CAPITAL
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Share capital | |
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net of capital | |
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Share capital | | |
Share | | |
Capital | | |
Warrant | | |
reserve and warrant | |
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Notes | |
Shares | | |
Amount | | |
premium | | |
reserve | | |
reserve | | |
reserve | |
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USD | | |
USD | | |
USD | | |
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USD | |
Balance at 1 April 2022 and 31 March 2023 – pre-recapitalization | |
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| 11,582 | | |
| 3,725,301 | | |
| - | | |
| - | | |
| - | | |
| 3,725,301 | |
Recapitalization of DSL (1:410 exchange ratio) | |
(b) | |
| 4,737,038 | | |
| (3,724,826 | ) | |
| - | | |
| 3,724,826 | | |
| - | | |
| - | |
Sub-total | |
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| 4,748,620 | | |
| 475 | | |
| - | | |
| 3,724,826 | | |
| - | | |
| 3,725,301 | |
Share Subdivision | |
(c) | |
| 4,748,620 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
Balance at 31 March 2023 – recapitalized | |
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| 9,497,240 | | |
| 475 | | |
| - | | |
| 3,724,826 | | |
| - | | |
| 3,725,301 | |
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| | | |
| | | |
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Balance at 1 April 2023 – pre-recapitalization | |
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| 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-recapitalization | |
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| 11,626 | | |
| 3,752,669 | | |
| - | | |
| - | | |
| - | | |
| 3,752,669 | |
Recapitalization of DSL (1:410 exchange ratio) | |
(b) | |
| 4,755,034 | | |
| (3,752,192 | ) | |
| - | | |
| 3,752,192 | | |
| - | | |
| - | |
Sub-total | |
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| 4,766,660 | | |
| 477 | | |
| - | | |
| 3,752,192 | | |
| - | | |
| 3,752,669 | |
Founding share of the Company | |
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| 1 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
Sub-total | |
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| 4,766,661 | | |
| 477 | | |
| - | | |
| 3,752,192 | | |
| - | | |
| 3,752,669 | |
Share Subdivision | |
(c) | |
| 4,766,661 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
Balance at 31 March 2024 – recapitalized | |
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| 9,533,322 | | |
| 477 | | |
| - | | |
| 3,752,192 | | |
| - | | |
| 3,752,669 | |
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| | | |
| | | |
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Balance at 1 April 2024 – pre-recapitalization | |
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| 11,626 | | |
| 3,752,669 | | |
| - | | |
| - | | |
| - | | |
| 3,752,669 | |
Pre-capitalized balance | |
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| 11,626 | | |
| 3,752,669 | | |
| - | | |
| - | | |
| - | | |
| 3,752,669 | |
Exercise of share option awards (pre-recapitalization) | |
(d) | |
| 44 | | |
| 27,368 | | |
| - | | |
| - | | |
| - | | |
| 27,368 | |
Capital Raise | |
(e) | |
| 5,086 | | |
| 1,346,800 | | |
| - | | |
| - | | |
| 6,653,200 | | |
| 8,000,000 | |
Pre-recapitalized balance | |
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| 16,756 | | |
| 5,126,837 | | |
| - | | |
| - | | |
| 6,653,200 | | |
| 11,780,037 | |
Recapitalization of DSL (1:410 exchange ratio) | |
(b) | |
| 6,853,204 | | |
| (5,126,150 | ) | |
| - | | |
| 5,126,150 | | |
| | | |
| - | |
Sub-total | |
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| 6,869,960 | | |
| 687 | | |
| - | | |
| 5,126,150 | | |
| 6,653,200 | | |
| 11,780,037 | |
Pre capitalized sub-total | |
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| 6,869,960 | | |
| 687 | | |
| - | | |
| 5,126,150 | | |
| 6,653,200 | | |
| 11,780,037 | |
Founding share of the Company | |
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| 1 | | |
| - | | |
| - | | |
| - | | |
| | | |
| - | |
Sub-total | |
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| 6,869,961 | | |
| 687 | | |
| - | | |
| 5,126,150 | | |
| 6,653,200 | | |
| 11,780,037 | |
Post capitalized sub-total | |
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| 6,869,961 | | |
| 687 | | |
| - | | |
| 5,126,150 | | |
| 6,653,200 | | |
| 11,780,037 | |
Share Subdivision | |
(c) | |
| 6,869,961 | | |
| - | | |
| - | | |
| - | | |
| | | |
| - | |
Recapitalized balance | |
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| 13,739,922 | | |
| 687 | | |
| - | | |
| 5,126,150 | | |
| 6,653,200 | | |
| 11,780,037 | |
Exercise of share option awards (post-recapitalization) | |
(f) | |
| 1,003,680 | | |
| 50 | | |
| 1,768,661 | | |
| - | | |
| - | | |
| 1,768,711 | |
Conversion of Preferred Shares | |
(g) | |
| 2,583,820 | | |
| 129 | | |
| 5,610,871 | | |
| - | | |
| - | | |
| 5,611,000 | |
Conversion of convertible loan notes | |
(g) | |
| 2,347,134 | | |
| 117 | | |
| 6,133,664 | | |
| - | | |
| - | | |
| 6,133,781 | |
Capitalization of loan from immediate holding company | |
(h) | |
| 731,707 | | |
| 37 | | |
| 2,999,963 | | |
| - | | |
| - | | |
| 3,000,000 | |
IPO and Exercise of overallotment option | |
(i) | |
| 2,587,500 | | |
| 130 | | |
| 9,176,277 | | |
| - | | |
| - | | |
| 9,176,407 | |
Issuance of IPO Warrants | |
(j) | |
| - | | |
| - | | |
| - | | |
| - | | |
| 72,610,000 | | |
| 72,610,000 | |
Balance at 31 March 2025 | |
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| 22,993,763 | | |
| 1,150 | | |
| 25,689,436 | | |
| 5,126,150 | | |
| 79,263,200 | | |
| 110,079,936 | |
Recapitalized balance | |
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| 22,993,763 | | |
| 1,150 | | |
| 25,689,436 | | |
| 5,126,150 | | |
| 79,263,200 | | |
| 110,079,936 | |
(a) | In
October 2023, DSL issued 44 ordinary 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 DSL Group. The Transaction
resulted in the Company becoming the immediate holding company of DSL 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) Ordinary Shares. |
(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) | On
May 27, 2024, DSL Group completed the Capital Raise and DSL allotted 5,086 ordinary shares
and 10,172 warrants to Rhino Ventures. The warrants have a fair value of $6,653,200 and $1,346,800
being allocated to share capital with a total value recognized in reserves of $8,000,000.
These shares equate to 4,170,520 shares post the Recapitalization. |
(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 Ordinary Shares in
all respects. |
(g) | On
December 20, 2024, the Company’s registration statement Form F-1 being declared effective
by the SEC. This resulted in outstanding Preferred Shares converting into 2,583,820 Ordinary
Shares on a 1:1 basis. All the outstanding convertible loan notes with an aggregate face
value of $4,350,000 and accrued interest of $751,781, totaling $5,101,781, also converted
into Ordinary Shares at a conversion price of $2.17 resulting in the issuance of 2,347,134
Ordinary Shares. |
(h) | Pursuant
to a triparty loan agreement dated September 30, 2024, $3.0 million loan from Rhino Ventures
was capitalized through the issuance of 731,707 Ordinary Shares. |
(i) | On
January 23, 2025, the Company closed on its IPO of 2,250,000 ordinary shares, par value $0.00005
per share, at a public offering price of $4.10 per ordinary share, for total gross proceeds
of $9,225,000, before deducting underwriting discounts, commissions, and other related expenses.
The net proceeds amounted to $7,747,756. |
On
January 27, 2025, the Company also closed on the underwriter’s exercise of the Over-Allotment Option to purchase 337,500 Ordinary
Shares pursuant to the Underwriting Agreement. Pursuant to the Over-Allotment Option, the underwriters purchased an additional 337,500
Ordinary Shares at the public offering price of $4.10 per share, resulting in additional gross proceeds of $1.38 million, before deducting
underwriting discounts and other related expenses. The net proceeds amounted to $1,261,969.
After
giving effect to the full exercise of the Over-Allotment Option, the total number of Ordinary Shares sold by the Company in the IPO increased
to 2,587,500
Ordinary Shares. The gross proceeds of $10,608,750 are
deducted against the Deferred IPO Expenses of $1,432,343 upon the successful closing of the IPO and share capital of $130 and share premium
of $9,176,277 are recognized.
| (j) | On
January 23, 2025, the Company issued Rhino Ventures 6 tranches of the IPO Warrants (as defined
in note 21.2) , with each tranche comprising 2,250,000 warrants, in connection with the IPO. For details, please refer to note 21.2. |
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