ACQUISITION OF SUBSIDIARIES |
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| Notes and other explanatory information [abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| ACQUISITION OF SUBSIDIARIES | 27 ACQUISITION OF SUBSIDIARIES
27.1 Acquisition of Matter DK ApS (“Matter Acquisition”)
On 3 October 2025, the Group acquired a 100% interest in Matter, which is principally engaged in the commercial ESG data and analytics platform business. The acquisition has been accounted for as an acquisition of business using the acquisition method.
The purchase price was paid through the issuance of Ordinary Shares (“Consideration Shares”) (Post Share Consolidation: Ordinary Shares), with Consideration Shares (Post Share Consolidation: Ordinary Shares) issued upon the closing of the transaction and the balance of Consideration Shares (Post Share Consolidation: Ordinary Shares) will be issued 12 months after the closing. The Consideration Shares are subject to an 18-month lock-up period.
Considerations transferred
Acquisition-related costs consisting of the fair value of Ordinary Shares (Post Share Consolidation: Ordinary Shares) issued to an introducing party as a transaction finder’s fee have been excluded from the consideration transferred and have been recognized as an expense during the year ended March 31, 2026.
Assets acquired and liabilities recognized at the date of acquisition on provisional basis
Goodwill arising on acquisition
Goodwill arose on Matter Acquisition because the acquisition included the assembled workforce of Matter and the expected synergies from combining operations of the Company and Matter. These benefits are not recognized separately from goodwill because they do not meet the recognition criteria for identifiable intangible assets.
None of the goodwill arising on these acquisitions is expected to be deductible for tax purposes.
Net cash inflow on acquisition
Impact of acquisition on the results of the Group
Included in the loss for the year is a loss of $2,339,650 attributable to the business operations by Matter. Revenue for the year includes $569,375 generated from Matter.
The Group has not disclosed the revenue and loss of the combined entity for the current reporting period. It is impracticable to prepare and disclose this pro-forma information because Matter maintained a different financial reporting year-end and applied divergent local accounting frameworks prior to the acquisition.
Impairment loss recognized at the initial recognition of goodwill
The total purchase price of the acquisition was determined under the initial memorandum of understanding to value the equity of Matter at $13 million based on a trailing volume-weighted average price (VWAP). However, in accordance with IFRS 3, equity-settled consideration must be measured at its fair value as of the acquisition date (October 3, 2025). Due to a significant subsequent increase in the Company’s share price between the agreement reference period and the acquisition date, the acquisition-date fair value of the consideration transferred increased to $20.5 million.
This driven adjustment to the consideration escalated the accounting purchase price relative to the underlying standalone business fair values. Accordingly, at the acquisition date, management conducted an impairment review of the resulting goodwill under IAS 36. Because the commercial valuation of the acquired cash-generating unit (CGU) remained supported at $13.5 million based on operational projections, the excess consideration value of $7.0 million (the difference between the accounting fair value of $20.5 million and the business valuation of $13.5 million) was determined to be unrecoverable through future cash flows. Accordingly, a impairment loss on goodwill of $7.0 million was recognized at the initial integration date and is included within the “other income, gains or losses” line item in the consolidated statement of profit or loss for the year ended March 31, 2026.
The recoverable amount of CGU of $13.5 million has been determined based on a value in use calculation. That calculation uses cash flow projections based on financial budgets approved by the management of the Group with a discount rate of 16.9% as at October 3, 2025. The cash flows beyond the eight-year period are extrapolated using 2% growth rate. Another key assumption for the value in use calculated is the budgeted gross margin, which is determined based on the CGU’ past performance and management expectations for the market development.
27.2 Acquisition of The Remedy Project Limited (“TRP Acquisition”)
On January 7, 2026, the Group acquired a 100% interest in The Remedy Project Limited, which is principally engaged in the consulting and sustainability-technology business and was acquired with the objective of expanding the Group’s advisory offerings. The acquisition has been accounted for as an acquisition of business using the acquisition method.
The purchase price was paid through issuance of Ordinary Shares (Post Share Consolidation: Ordinary Shares) on the closing date and the commitment to issue up to an additional Ordinary Shares, provided certain operating and earnout targets, set forth in the sales and purchase agreement are met over the three year period from closing. additional Ordinary Shares (Post Share Consolidation: Ordinary Shares) were issued on March 27, 2026 and additional Ordinary Shares (Post Share Consolidation: Ordinary Shares) will be issued 18 months after closing, with the remaining Ordinary Shares (the “TRP Earns-out”) subject to the below conditions:
Considerations transferred
Management determined that the fair value of contingent arrangement of the TRP Earns-out amounted to $ as at the acquisition date and March 31, 2026.
Assets acquired and liabilities recognized at the date of acquisition on provisional basis
Goodwill arising on acquisition
Goodwill arose on TRP Acquisition because the acquisition included the assembled workforce of TRP and the expected synergies from combining operations of the Company and TRP. These benefits are not recognized separately from goodwill because they do not meet the recognition criteria for identifiable intangible assets.
None of the goodwill arising on these acquisitions is expected to be deductible for tax purposes.
Net cash inflow on acquisition
Impact of acquisition on the results of the Group
Included in the loss for the year is loss of $98,359 attributable to the business operations of TRP. Revenue for the year includes $33,663 generated from TRP.
The Group has not disclosed the revenue and loss of the combined entity for the current reporting period. It is impracticable to prepare and disclose this pro forma information because TRP maintained a different financial reporting year-end and applied divergent local accounting frameworks prior to the acquisition.
26.3 Acquisition of planA.earth GmbH (“planA Acquisition”)
On January 13, 2026, the Group acquired a 100% interest in planA.earth GmbH, which is principally engaged in the corporate carbon accounting and decarbonization software business. The acquisition has been accounted for as an acquisition of business using the acquisition method.
The purchase price was settled by € million in cash and Ordinary Shares (Post Share Consolidation: Ordinary Shares).
In addition, subject to the achievement of the financial targets set forth below, the Sellers shall be entitled to a performance related earn out payment for fiscal years 2026 and 2027. An amount of €10 million shall be payable in Ordinary Shares, at a share price of $9.10 (Post Share Consolidation: share price of $72.80), if the fully paid annualized value of recurring revenue of planA (the “Paid ARR”) in the twelve months period ending on March 31, 2027 (the “FY 2026”) amounts to or exceeds €11.3 million (the “ARR Target 2026”). Twenty percent of any excess Paid ARR in FY 2026 shall be counted towards the ARR Target 2027 (the “excess FY 2026 ARR”), as defined below. An amount of €15 million (the “ARR Target 2027”) shall be payable in Ordinary Shares, at a share price of $9.10 (Post Share Consolidation: share price of $72.80), if the Paid ARR in the twelve months period ending on 31 March 2028 (the “FY 2027” and together with excess FY 2026 ARR) amounts to or exceeds €17 million. Management determined that the fair value of such contingent settlement amounted to $Nil as at the acquisition date and March 31, 2026.
Considerations transferred
Assets acquired and liabilities recognized at the date of acquisition on provisional basis
Goodwill arising on acquisition
Goodwill arose on planA Acquisition because the acquisition included the assembled workforce of planA and the expected synergies from combining operations of the Company and planA. These benefits are not recognized separately from goodwill because they do not meet the recognition criteria for identifiable intangible assets.
None of the goodwill arising on these acquisitions is expected to be deductible for tax purposes.
Net cash outflow on acquisition
Impact of acquisition on the results of the Group
Included in the loss for the year is loss of $849,553 attributable to the business operations of planA. Revenue for the year includes $582,390 generated from planA.
The Group has not disclosed the revenue and loss of the combined entity for the current reporting period. It is impracticable to prepare and disclose this pro forma information because planA maintained a different financial reporting year-end and applied divergent local accounting frameworks prior to the acquisition.
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