Equity

12 Months Ended

Mar. 31, 2024

Equity [Abstract]

Equity

12. Equity

a. Share capital and additional paid-in capital

The addition of share capital and additional paid-in capital represented:

(i) The issuance of 3,300,000 ordinary shares in private placement on July 25, 2022;

(ii) The issuance of 1,650,000 shares under employees’ plans; and

(iii) The issuance of 2,500,000 shares to purchase 49% non-controlling interests of Metalpha on November 28, 2022.

b. Warrants reserves

Warrants are issued to management team and consultants on trading of digital asset as an incentive to boost overall performance of the company.

A continuity schedule of outstanding share purchase warrants and fair value charged to profit or loss are as follows:

	Number outstanding		Weighted average exercise price		Fair value charged to profit or loss
			US$		US$
Balance – April 1, 2022		17,800,000		1.79		6,063,086
Issued for the year		14,800,000		1.05		10,176,995
Balance – March 31, 2023		32,600,000		1.58		16,240,081
Issued for the year		300,000		1.00		6,047,848
Balance – March 31, 2024		32,900,000		1.65		22,287,929

On October 27, 2021, the Company issued 1,800,000 share purchase warrants to consultants and it are exercisable at the lower of (i) $1.50 per share or (ii) 88% of the lowest daily volume-weighted average price, for a period of five years.

On October 29, 2021, the Company issue warrants to Natural Selection Capital Holdings Limited (the “Consulting Company”) to purchase an aggregate of 14,000,000 Ordinary Shares, par value US$0.0001 per share of the Company with each such warrant expiring on the tenth anniversary from the date on which the Consulting Company warrants become exercisable, which exercisable date shall be the later of: (i) the one year anniversary date of the issuance of such Consulting Company warrants (such one-year period following the date of the issuance of such Consulting Company warrants,, and (ii) the applicable vesting date. The warrants are described below:

(i) 3,500,000 share purchase warrants exercisable at $1.00 per share;

(ii) 3,500,000 share purchase warrants exercisable at $1.50 per share; and

(iii) 7,000,000 share purchase warrants exercisable at $2.50 per share.

On November 30, 2021, the Company issued 2,000,000 share purchase warrants to Mr. Ming Ni and it are exercisable at the lower of (i) $1.50 per share or (ii) 88% of the lowest daily volume-weighted average price, for a period of five years.

On May 10, 2022, the Company issued 200,000 share purchase warrants to an employee of the Company and they are exercisable at the lower of (i) $1.50 per share or (ii) 88% of the lowest daily volume-weighted average price, for a period of five years.  

On May 26, 2022, the Company issued 500,000 share purchase warrants to consultants and they are exercisable at the lower of (i) $1.50 per share or (ii) 88% of the lowest daily volume-weighted average price, for a period of five years. 

In July 2022, the Company issued 6,600,000 share purchase warrants to consultants and employees and they are exercisable at the lower of (i) $1.00 per share or (ii) 88% of the lowest daily volume-weighted average price, for a period of five years. 

On November 2022, the Company issued 4,500,000 type A warrants to Antalpha and they are exercisable at the lower of (i) US$1.00 per share or (ii) 88% of the lowest daily volume-weighted average price, for a period of five years.

On November 2022, the Company issued 3,000,000 type B warrants to Antalpha and they are exercisable at the lower of (i) US$1.50 per share or (ii) 88% of the lowest daily volume-weighted average price, for a period of ten years.

On December 23, 2023, the Company issued 300,000 share purchase warrants to Hermitage Management Limited and they are exercisable at US$1.00 per share, for a period of five years.

The Company’s share purchase warrants are valued by independent professional qualified valuer by using binomial option pricing models. The inputs into the model were as follows:

	As of March 31, 2024			As of March 31, 2023	As of March 31, 2022
Risk-free interest rate		3.8	%	2.66%-3.80%	1.14% - 1.15%
Expected life of warrants		4 years		4-9 years	5 – 10 years
Volatility		81.89	%	101.58%-121.32%	80.59% - 82.59%
Weighted average fair value per warrant (US$)		1.37		0.12-0.48	0.71 – 1.29
Risk-free interest rate		3.8	%	2.66%-3.80%	22,287,929

As of March 31, 2024, the Company had share purchase warrants outstanding as follows:

	Warrants outstanding		Fair value at issue date		Fair value charged for current year		Exercise price		Weighted average remaining life
Expiry Date			US$		US$		US$		(years)
October 29, 2031		3,500,000		4,515,601		—		1	8
October 29, 2031		3,500,000		4,229,191		1,355,562		1.5	8
October 29, 2031		7,000,000		7,500,124		2,557,188		2.5	8
October 27, 2026		1,800,000		1,353,304		—		1.5	3
October 29, 2026		2,000,000		1,417,766		—		1.5	3
May 10, 2027		200,000		84,000		20,540		1.5	4
May 26, 2027		500,000		238,000		64,737		1.5	4
July 22, 2027		440,000		163,000		58,014		1	4
July 25, 2027		3,780,000		1,405,000		503,276		1	4
July 26, 2027		400,000		146,000		52,411		1	4
July 27, 2027		1,000,000		379,000		136,344		1	4
July 28, 2027		980,000		376,000		135,555		1	4
November 28, 2027		1,125,000		264,000		83,600		1	4
November 28, 2027		1,125,000		274,000		181,666		1	4
November 28, 2027		1,125,000		289,000		194,081		1	4
November 28, 2027		1,125,000		303,000		151,915		1	4
November 28, 2032		750,000		263,000		83,283		1.5	9
November 28, 2032		250,000		89,000		59,008		1.5	9
November 28, 2032		500,000		165,000		109,397		2.5	9
November 28, 2032		500,000		169,000		113,494		2.5	9
November 28, 2032		250,000		87,000		58,426		6	9
November 28, 2032		750,000		258,000		129,351		6	9
December 23, 2028		300,000		411,403		—		1	4
Total		32,900,000		24,379.389		6,047,848

Movement of respective share purchase warrants and issuance of employee share incentive plan were shown below:

	Share purchase warrants
	2024		2023
	US$		US$
As of April 1		16,438,373		6,063,086
Additions and recognized in profit or loss		6,459,251		10,375,287
As of March 31		22,897,624		16,438,373

(c) Share award plan

On June 30, 2022, the Company implemented its 2022 Performance Incentive Plan “Plan”) to foster the success of the Company and to increase shareholder value by providing an additional means, through the grant of awards to attract, motivate, retain and reward selected employees and other eligible persons, and to enhance the alignment of the interests of such selected participants with the interests of the Company’s shareholders. Under the Plan, an aggregate of 3,300,000 ordinary shares of US$0.0001 par value each of the Company are reserved for issuance for purposes of the Plan, subject to adjustments as contemplated by the Plan.

	Number of share award grant
	2024			2023
	US$			US$
As of April 1		1,650,000			—
Issued during the year		—			3,300,000
Exercised during the year		(1,650,000	)		(1,650,000	)
As of March 31		—			1,650,000

The fair value of the share awards was calculated based on the market price of the Company’s shares at the respective grant date. The fair value of the share options granted during the year 2023 was US$1,573,500, of which the company recognized a share option expense of US$753,685 during the year ended March 31,2024.

(d) Non-controlling interest

	Taikexi			Shenzhen Guanpeng			Hangzhou Xuzhihang			Metalpha			Total
	US$			US$			US$			US$			US$
As of April 1, 2022		(530,764	)		(49,055	)		10,459			1,979,990			1,410,630
Profit for the year		—			—			—			389,318			389,318
Disposal of subsidiaries		530,764			49,055			(10,459	)		—			569,360
Acquisition of non-controlling interests		—			—			—			(2,369,308	)		(2,369,308	)
As of March 31, 2023 and March 31, 2024		—			—			—			—			—

Acquisition of non-controlling interests

On November 11, 2022, the Company entered into an agreement with Antalpha to acquire the remaining 49% interests in Metalpha at a consideration of US$2,500,000. The Company issued 2,500,000 shares valued at US$1.96 million as consideration. The transaction was completed on 30 November 2022.

(iv) Statutory reserves

As stipulated by the relevant laws and regulations applicable to China’s foreign investment enterprises, the Company’s PRC subsidiaries, which had been disposed during the year, are required to maintain a statutory surplus reserve which is non-distributable. Appropriations to such reserve are made out of net profit after tax of the statutory financial statements of the PRC subsidiaries at the amounts determined by their respective boards of directors annually up to 50% of authorized capital, but must not be less than 10% of the net profit after tax.

(v) Accumulated deficit

The accumulated deficit comprises the cumulative net profit and losses for the year recognized in the consolidated statements of profit or loss.

(vi) Accumulated other comprehensive (loss) income

Accumulated other comprehensive (loss) income represents the foreign currency translation difference arising from the translation of the financial statements of companies within the Company from their functional currency to the Company’s presentation currency.

(vii) Treasury shares

On March 15, 2023, the Company repurchased 329,582 Shares of the Company by way of brokers platform at a consideration of US$353,816 (including transaction costs).

In April, 2023, the Company repurchased 79,758 Shares of the Company by way of brokers platform at a consideration of US$82,127 (including transaction costs).