SHAREHOLDERS’ EQUITY |
12 Months Ended |
|---|---|
Mar. 31, 2026 | |
| Notes and other explanatory information [abstract] | |
| SHAREHOLDERS’ EQUITY |
Authorized shares
The Company was incorporated in the Cayman Islands with limited liability on July 5, 2024 and the initial share was transferred to Ms. Seto on the same date for cash at par. The initial authorized share capital of the Company is US$ divided into Shares of a par value of US$ each. The details about reorganization subsequent to the balance sheet date is stated in note 21.
On August 19, 2024, Ms. Seto and Kilo Wonders (Ms. Yip’s nominee) subscribed for and Shares for cash at par.
Subsequently, on even date, Ms. Seto, Kilo Wonders and Yield Rights further subscribed for , and Shares of the Company for cash at par. Following this step, the Company is held as to , and Shares by Ms. Seto, Kilo Wonders and Yield Rights respectively representing %,% and % of the issued share capital of the Company.
On July 25, 2024, Goal Success was incorporated in the BVI with limited liability. Goal Success is authorized to issue a maximum of shares of a single class each with a par value of US$. On July 25, 2024, the Company subscribed for, and Goal Success allotted and issued to it share for cash at par.
On March 6, 2025, Ms. Seto, Ms. Yip and the Company entered into an agreement whereby Ms. Seto and Ms. Yip transferred their entire shareholding interest in Trendic to the Company’s nominee, Goal Success. The consideration is settled by the Company allotting and issuing Share to each of Ms. Seto and Kilo Wonders (Ms. Yip’s nominee), credited as fully paid and Goal Success allotting and issuing share to the Company credited as fully paid.
On March 31, 2025 for purposes of recapitalization in anticipation of the initial public offering, the Company’s shareholders passed resolutions to (i) sub-divide each of the issued and unissued shares in its share capital of par value US$ each into shares of par value US$each, (ii) to re-classify and re-designate its authorized share capital into shares with a par value of US$ each comprising of (a) Class A Ordinary Shares with a par value of US$ each and (b) Class B Ordinary Shares with a par value of US$ each and (iii) to adopt an amended and restated memorandum of association and articles of association reflecting such amended share capital and containing the rights, preferences and privileges attached to each class of shares. Concurrently, Ms. Seto, Prime Crest, Fuji Holdings, Kilo Wonders, Yield Rights and Allied Target surrendered , , , , and Class A Ordinary Shares to the Company, respectively.
On March 31, 2025, the Company allotted and issued Class B Ordinary Shares to Ms. Seto for cash at par, and a resolution was passed on March 31, 2025 giving effect to the same.
As at March 31, 2026, the subscription receivables has yet been paid.
On July 23, 2025, the Company completed the initial public offering and listed its Class A Ordinary Shares on the Nasdaq Capital Market under the symbol “TDIC”. With the initial public offering, the Company received aggregate gross proceeds of US$ million from the Offering, prior to deducting underwriting discounts and other offering expenses and a total of Class A Ordinary Shares were issued.
On August 20, 2025, the Company allotted and issued Class A Ordinary Shares to various service providers in consideration for marketing and consultancy services to be rendered over a 12-month period, pursuant to a resolution passed on August 18, 2025. The Group rebutted the presumption that the fair value of goods or services received could be measured directly because the consulting services were highly specialized, bespoke in nature, and not comparable to standard market transactions. Observable market prices for similar services were not available, and management determined that any attempt to measure fair value directly would not provide a reliable estimate. Consequently, the fair value of the goods and services received was measured indirectly, by reference to the fair value of the equity instruments granted. The fair value of equity shares granted was determined at the date the services were rendered, by reference to the observable market price of the Company’s shares quoted on NASDAQ on that date. The resulting fair value was recognized as an expense in profit or loss over the period in which the related services were received, with a corresponding increase in equity. Share-based payment expense for the year ended March 31, 2025 and 2026 were and HKD, respectively.
On April 20, 2026, the Company made effective a 1-for-5 reverse stock split of the issued and outstanding Class A Ordinary Shares and Class B Ordinary Shares. Following this reverse stock split, our authorized share capital reduced from US$100,000 divided into shares with a par value of US$ each, comprising Class A Ordinary Shares and Class B Ordinary Shares, to US$100,000 divided into shares with a par value of US$ each, comprising Class A Ordinary Shares and Class B Ordinary Shares, with the reduction effected at the same ratio as the reduction in our issued and outstanding shares.
On June 15, 2026, the Company made effective a 1-for-25 reverse stock split of the issued and outstanding Class A Ordinary Shares and Class B Ordinary Shares. Following this reverse stock split, our authorized share capital reduced from US$100,000 divided into shares with a par value of US$ each, comprising Class A Ordinary Shares and Class B Ordinary Shares, to US$100,000 divided into shares with a par value of US$ each, comprising Class A Ordinary Shares and Class B Ordinary Shares, with the reduction effected at the same ratio as the reduction in our issued and outstanding shares.
The Company has retroactively presented all shares and per share data for all periods presented. As a result of the issuances and reclassification stated above, the Company had authorized Class A Ordinary Shares, par value of US$, of which and Class A Ordinary Shares were issued and outstanding as of March 31, 2025 and 2026, respectively. The Company had authorized Class B Ordinary Shares, par value of US$, of which and Class B Ordinary Shares were issued and outstanding as of March 31, 2024 and 2025, respectively.
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