18 RELATED PARTY TRANSACTIONS

18.1 Transactions with 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

18.2 Due to related companies

As of March 31, 2025, the amount due to a related company, Compass Limited, of $34,579 related to the deposit for the office lease in Monaco. Compass Limited is a company controlled by Rhino Ventures. The balance was repaid during the year and there was no outstanding balance as of March 31, 2026.

All amounts were unsecured, interest-free and repayable on demand.

18.3 Key management compensation

 SCHEDULE OF KEY MANAGEMENT COMPENSATION

Senior representatives are considered as key management personnel of the Group.

18.4 Amounts due to key management

At March 31, 2026, expense reimbursement of $56,391 were outstanding to key management personnel (2025: 68,724) and were included in accruals.

18.5 Warrants

On May 27, 2024, Rhino Ventures was issued with Founder Warrants in DSL in connection with the $8 million Capital Raise. Following the Group restructure, there were 4,170,520 warrants issued and outstanding and exercisable for a period of three years from the date they were issued and are exercisable at a price of US$6.13 per warrant. The warrants, if fully exercised, will result in the issuance of shares equal to 51% of the Company’s outstanding Ordinary Shares at the time the warrants are exercised. This amount will be prorated in the event of partial exercise of the warrants. See note 22.2 for details.

On January 23, 2025, the Company issued Rhino Ventures the IPO Warrants in connection with the IPO.

Tranche 1 of IPO Warrants, with an exercise price of $5.13 per share to purchase 2,250,000 Ordinary Shares, and tranche 2 of IPO Warrants, with an exercise price of $0.77 per share to purchase 18,000,000 Ordinary Shares, were exercised on July 22, 2025 and October 22, 2025 respectively generating $11,542,500 and $13,837,500 respectively.

On March 20, 2026, the Company extended the maturity dates of the outstanding Founder Warrants and IPO Warrants (i.e. tranches 4, 5 and 6) by two years and Founder Warrants were modified. No other terms, including exercise prices, settlement mechanisms, or the number of issuable shares, of IPO Warrants were altered.

See notes 20 and 22.2 for details.

18.6 Convertible Loan Notes

The Company issued $4,350,000 convertible loan notes with an 8% coupon, of which all were held by related parties due to their shareholding in the Company. Rhino Ventures held $517,535, HBM IV, Inc. held $2,000,000 and Nalimz Holdings Limited held $1,000,000, Working Capital Innovation Fund II held $582,465 and Hafnia Pte Ltd held $250,000.

On December 20, 2024, following the Company’s registration statement being declared effective by the SEC, 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, were converted into Ordinary Shares at a conversion price of $2.17 resulting in the issuance of 2,347,134 Ordinary Shares. Subsequent to the conversion, there were no convertible loan notes outstanding.