Business Combination (Tables)
|
12 Months Ended |
Mar. 31, 2025 |
|---|
| Business Combination (Tables) [Line Items] |
|
| Schedule of Unaudited Pro Forma Information |
The unaudited pro forma information does not include any impact of transaction synergies
and is presented for informational purposes only and is not necessarily indicative of the results of operations that would actually have
been occurred had the business combination been consummated as of that time or that may result in the future:
| | |
For the | | |
For the | | |
For the | |
| | |
Year ended March 31, | | |
Year ended March 31, | | |
Year ended March 31, | |
| | |
2025 | | |
2024 | | |
2023 | |
| Unaudited pro forma revenue | |
$ | 286,786,289 | | |
$ | 252,275,930 | | |
$ | 225,720,027 | |
| Unaudited pro forma net income | |
$ | 8,083,117 | | |
$ | 3,527,810 | | |
$ | 6,557,743 | |
|
| Schedule of Summarizes the Consideration Transferred to Acquiring of Acquisition |
The following tables summarizes the consideration
transferred to acquiring starry at the date of acquisition:
| Share issuance* | |
$ | 564,546 | |
| Total consideration at fair value | |
$ | 564,546 | |
| * | The fair value of Titan’s share issuance on April 12, 2023
were estimated by applying discounted cash flow approach which considers the present value of Titan Digital’s future after-tax cash
flows using a 14.0% discount rate. | The following tables summarizes the consideration
transferred to acquired Martiangear at the date of acquisition:
| Share issuance* | |
$ | 687,348 | |
| Cash consideration | |
| 148,000 | |
| Total consideration at fair value | |
$ | 835,348 | |
| * | The fair value of the Company’s share issuance on July 25, 2023 were estimated by applying discounted cash flow approach which considers the present value of the Company’s future after-tax cash flows using a 14.0% discount rate. |
| Cash | |
$ | 6,550 | |
| *Contingent consideration for acquisition | |
| 3,360,848 | |
| Total consideration at fair value | |
$ | 3,367,398 | |
| * | As of the acquisition date of 2Game, the fair value of the contingent consideration for acquisition was determined to be $3,360,848, which included around $55,000 outperformance consideration. Subsequently, the change of fair value of the contingent consideration for acquisition was amounted to a loss $545,428, $272,029 and $932,152 for the years ended March 31, 2025, 2024 and 2023, respectively. As March 31, 2025, the fair value of contingent consideration for acquisition was amounted to $1,121,006. As of March 31, 2024, the fair value of contingent consideration for acquisition amounted to $3,697,000, of which $2,319,000 and $1,378,000 were recognized at current and non-current portion at the consolidated balance sheets, respectively. The fair value of the contingent consideration as of March 31, 2024 and 2023 were estimated by applying income approach which considers the present value of the expected future payment, discounted using a risk-adjusted discount rate of 5.3%, as of March 31, 2025, 2024 and 2023, which are not observable in the market (level 3 inputs). |
|
| Schedule of Summarizes the Fair Value of the Identifiable Assets Acquired and Liabilities |
The following table summarizes
the fair value of the identifiable assets acquired and liabilities assumed at the acquisition date, which represents the net purchase
price allocation at the date of the acquisition of Starry:
| | |
Fair value
as of
acquisition
date | |
| Total consideration | |
$ | 564,546 | |
| Less: net assets of Starry: | |
| | |
| Cash | |
| 128,843 | |
| Inventory | |
| 57,102 | |
| Prepaid expense | |
| 34,202 | |
| Deposit Paid | |
| 442 | |
| Intangible asset | |
| 131,810 | |
| Total assets | |
| 352,399 | |
| Accounts payable | |
| (9,796 | ) |
| Other payable | |
| (23,896 | ) |
| Deferred tax liability | |
| (23,034 | ) |
| Total liabilities | |
| (56,726 | ) |
| Total net assets of Starry | |
| 295,673 | |
| Goodwill | |
$ | 268,873 | |
The following table summarizes
the fair value of the identifiable assets acquired and liabilities assumed at the acquisition date, which represents the net purchase
price allocation at the date of the acquisition of Martiangear:
| |
|
Fair value
as of
acquisition
date |
|
| Total consideration |
|
|
835,348 |
|
| Less: net assets of Martiangear: |
|
|
|
|
| Cash |
|
|
8,263 |
|
| Accounts receivable |
|
|
4,808 |
|
| Inventory |
|
|
92,889 |
|
| Intangible asset |
|
|
85,675 |
|
| Total assets |
|
|
191,635 |
|
| Accounts payable |
|
|
(17,457 |
) |
| Deferred tax liability |
|
|
(13,197 |
) |
| Total liabilities |
|
|
(30,654 |
) |
| Total net assets of Martiangear |
|
|
160,981 |
|
| Goodwill |
|
$ |
674,367 |
|
The following table summarizes the fair value
of the identifiable assets acquired and liabilities assumed at the acquisition date, which represents the net purchase price allocation
at the date of the acquisition of 2Game:
| | |
Fair value
as of
acquisition
date | |
| Total consideration | |
$ | 3,367,398 | |
| Non-controlling interest | |
| 2,590,000 | |
| Less: net assets of 2Game: | |
| | |
| Cash | |
| 428 | |
| Prepayments | |
| 7,338 | |
| Intangible assets | |
| 4,742,000 | |
| Total assets | |
| 4,749,766 | |
| Accounts payable | |
| (33,382 | ) |
| Deferred tax liability | |
| (806,140 | ) |
| Total liabilities | |
| (839,522 | ) |
| Total net assets of 2Game | |
| 3,910,244 | |
| Goodwill | |
$ | 2,047,154 | |
|
| Business Combination, Series of Individually Immaterial Business Combinations [Member] |
|
| Business Combination (Tables) [Line Items] |
|
| Schedule of Unaudited Pro Forma Information |
The unaudited pro forma information does not include any impact of
transaction synergies and is presented for informational purposes only and is not necessarily indicative of the results of operations
that would actually have been occurred had the business combination been consummated as of that time or that may result in the future.
| | |
For the
year ended March 31, | | |
For the
year ended March 31, | |
| | |
2024 | | |
2023 | |
| Unaudited pro forma revenue | |
$ | 97,534,701 | | |
$ | 78,051,283 | |
| Unaudited pro forma net income | |
$ | (1,960,956 | ) | |
$ | 2,273,155 | |
The unaudited pro forma information does not include any impact of
transaction synergies and is presented for informational purposes only and is not necessarily indicative of the results of operations
that would have been occurred had the business combination been consummated as of that time or that may result in the future:
| | |
For the
Year ended March 31, | | |
For the
Year ended March 31, | |
| | |
2024 | | |
2023 | |
| Unaudited pro forma revenue | |
$ | 97,576,855 | | |
$ | 77,724,857 | |
| Unaudited pro forma net income | |
$ | (1,957,135 | ) | |
$ | 2,089,212 | |
The unaudited pro forma information does not include any impact of transaction synergies and is presented for informational
purposes only and is not necessarily indicative of the results of operations that would actually have been occurred had the business combination
been consummated as of that time or that may result in the future:
| | |
For the
Year ended March 31, | | |
For the
Year ended March 31, | |
| | |
2023 | | |
2022 | |
| Unaudited pro forma revenue | |
$ | 77,444,155 | | |
$ | 65,827,057 | |
| Unaudited pro forma net income | |
$ | 2,140,643 | | |
$ | 4,586,525 | |
|