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FINANCIAL INSTRUMENTS | 12 Months Ended
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Mar. 31, 2026
Investments, All Other Investments [Abstract] |
FINANCIAL INSTRUMENTS | 17. FINANCIAL INSTRUMENTS On January 4, 2023, the Company entered into a series of agreements with certain accredited investors, pursuant to which the Company received a net proceed of $15,000,000 in consideration of the issuance of:
| ● | senior secured convertible notes in the aggregate original principal amount of approximately $16.7 million with interest rate of 5% per annum (the “Convertible Notes”); The Convertible Notes shall be matured on July 4, 2024. The conversion price is $1.25, subject to adjustment under several conditions.
| ● | warrants to purchase up to approximately 16.1 million shares of common stock of the Company (the “Common Stock”) until on or prior to 11:59 p.m. (New York time) on the five-year anniversary of the closing date at an exercise price of $1.25 per share, also subject to adjustment under several conditions.
The Warrant is considered a freestanding instrument issued together with the Convertible Note and measured at its issuance date fair value. Proceeds received were first allocated to the Warrant based on its initial fair value. The initial fair value of the Warrant was $3.9 million. The Warrant were marked to the market with the changes in the fair value of warrant recorded in the consolidated statements of operations and comprehensive loss. As of March 31, 2026, the balance of the Warrant was approximately $4.1 million. (March 31, 2025: $1.0 million) The Convertible Note is classified as a liability and is subsequently stated at amortized cost with any difference between the initial carrying value and the repayment amount as interest expenses using the effective interest method over the period from the issuance date to the maturity date. The embedded conversion feature is bifurcated and separately accounted for using fair value, as this embedded feature is considered not clearly and closely related to the debt host. The bifurcated conversion feature was recorded at fair value with the changes recorded in the consolidated statements of operations and comprehensive loss. The initial fair value of the embedded conversion feature was $1.2 million. As of March 31, 2026, the fair value of the conversion option was $Nil (March 31, 2025: $1.4 million). The Company determined that the other embedded features do not require bifurcation as they either are clearly and closely related to the Convertible Note or do not meet the definition of a derivative. The total proceeds of the Convertible Note and the Warrants, net of issuance cost, of $15.0 million was received by the Company in January 2023, and allocated to each of the financial instruments as following: SCHEDULE OF FINANCIAL INSTRUMENTS
|  | As of January 4, 2023 |
Derivative liabilities – Fair value of the Warrants |  | $ | 3,858,521 |
Derivative liabilities – Embedded conversion feature |  |  | 1,247,500 |
Convertible Note |  |  | 9,893,979 |
|  | $ | 15,000,000 |
In January 2023, the Company also granted the placement agent a warrant as partial of agent fee to purchase 0.7 million shares of common stock of the Company. The warrant is matured in five years with an exercise price of $1.25 subject to adjustments under different conditions. The warrant was recognized as derivative liability and the initial fair value was $0.168 million. The movement of the Company’s convertible notes obligations were as the following for the year ended March 31, 2026 and 2025: SCHEDULE OF CONVERTIBLE NOTES OBLIGATION
|  | 2026 |  |  | 2025 |
|  | Year ended March 31, |
|  | 2026 |  |  | 2025 |
Carrying value – beginning balance |  | $ | 2,900,160 |  |  | $ | 2,684,697 |
Converted to Common Stock |  |  | (3,054,240 | ) |  |  | (82,642 | )
Redemption |  |  | (400,756 | ) |  |  | (544,706 | )
Amortization of debt discount |  |  | 484,732 |  |  |  | 823,058 |
Deferred debt discount and cost of issuance |  |  | - |  |  |  | (250,061 | )
Interest charge |  |  | 70,104 |  |  |  | 269,814 |
Carrying value – ending balance |  | $ | Nil |  |  | $ | 2,900,160 |
On July 13, 2023, the Company entered into a Waiver and Ratification Agreement with one of the holders of the Convertible Note. According to the agreement, the holder redeemed the full amount of $7.5 million for the Convertible Note and irrevocably waives any past, present or future claims, rights and obligations under the Convertible Note. On July 3, 2024, the Company and the investor to the outstanding Note entered into an amendment to the Note, whereby the Note’s maturity date has been extended to July 4, 2025. No other provision of the Note was amended and the Note continues in full force and effect. During the year ended March 31 2026 and 2025, approximately $3.1 million and $82,642 of the convertible notes was converted into approximately 5.7 million and 132,994 Common Stock, with average effective conversion price of $0.5327 and $0.6214 per share, respectively. As at March 31, 2026, the Convertible Note was fully redeemed or converted. The Company’s derivative liabilities were as the following for the year ended March 31, 2026 and 2025: SCHEDULE OF DERIVATIVE LIABILITIES
|  | 2026 |  |  | 2025 |
|  | Year ended March 31, |
|  | 2026 |  |  | 2025 |
Derivative liabilities –Warrants |  | $ |  |  |  | $ |  |
Beginning balance |  |  | 989,852 |  |  |  | 251,657 |
Marked to the market |  |  | 3,511,210 |  |  |  | 738,195 |
Ending fair value |  |  | 4,501,062 |  |  |  | 989,852 |
Derivative liabilities – Embedded conversion feature |  |  |  |  |  |  |  |
Beginning balance |  |  | 1,782,498 |  |  |  | 36,298 |
Converted to Common Stock |  |  | (1,589,352 | ) |  |  | (1,330 | )
Remeasurement on change of convertible price |  |  | 17,625 |  |  |  | 248,217 |
Redemption |  |  | (8,979 | ) |  |  | (103,786 | )
Marked to the market |  |  | (201,792 | ) |  |  | 1,603,098 |
Ending fair value |  |  | Nil |  |  |  | 1,782,498 |
Total Derivative fair value at end of period |  | $ | 4,501,062 |  |  | $ | 2,772,350 |

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- Definition The entire disclosure for financial instruments. This disclosure includes, but is not limited to, fair value measurements of short and long term marketable securities, international currencies forward contracts, and auction rate securities. Financial instruments may include hedging and non-hedging currency exchange instruments, derivatives, securitizations and securities available for sale at fair value. Also included are investment results, realized and unrealized gains and losses as well as impairments and risk management disclosures. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 825 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/825/tableOfContent + Details
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