Cover
Cover - shares | 12 Months Ended | |
Mar. 31, 2024 | Jun. 26, 2024 | |
Cover [Abstract] | ||
Document Type | 10-K | |
Amendment Flag | false | |
Document Annual Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2024 | |
Document Fiscal Period Focus | FY | |
Document Fiscal Year Focus | 2024 | |
Current Fiscal Year End Date | --03-31 | |
Entity File Number | 001-41930 | |
Entity Registrant Name | Perfect Moment Ltd. | |
Entity Central Index Key | 0001849221 | |
Entity Tax Identification Number | 86-1437114 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 307 Canalot Studios | |
Entity Address, Address Line Two | 222 Kensal Road | |
Entity Address, City or Town | London | |
Entity Address, Country | GB | |
Entity Address, Postal Zip Code | W10 5BN | |
City Area Code | +44 | |
Local Phone Number | (0) 204 558 8849 | |
Title of 12(b) Security | Common Stock, $0.0001 par value | |
Trading Symbol | PMNT | |
Security Exchange Name | NYSEAMER | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 15,653,449 | |
Documents Incorporated by Reference | None | |
ICFR Auditor Attestation Flag | false | |
Document Financial Statement Error Correction [Flag] | false | |
Auditor Firm ID | 572 | |
Auditor Name | Weinberg & Company, P.A. | |
Auditor Location | Los Angeles, California |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2024 | Mar. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 7,910 | $ 4,712 |
Accounts receivable, net | 1,035 | 997 |
Inventories, net | 2,230 | 2,262 |
Prepaid and other current assets | 742 | 708 |
Total current assets | 11,917 | 8,679 |
Operating lease right-of-use assets | 143 | 297 |
Property and equipment, net | 502 | 833 |
Other non-current assets | 47 | 12 |
Total assets | 12,609 | 9,821 |
Current liabilities: | ||
Trade payables | 1,584 | 1,289 |
Accrued expenses | 2,697 | 1,390 |
Trade finance facility | 26 | |
Convertible debt obligations | 10,770 | |
Operating lease liability, current | 101 | 299 |
Unearned revenue | 420 | 180 |
Total current liabilities | 4,802 | 13,954 |
Long Term liabilities: | ||
Operating lease liability, non-current | 44 | 8 |
Total liabilities | 4,846 | 13,962 |
Commitments and contingencies | ||
Stockholders’ equity (deficit) | ||
Common stock, $0.0001 par value, 100,000,000 shares authorized: 15,653,449 and 4,824,352 shares issued and outstanding as of March 31, 2024 and March 31, 2023, respectively | 1 | |
Series A and Series B convertible preferred stock; $0.0001 par value; 10,000,000 share authorized: 0 and 6,513,780 shares issued and outstanding as of March 31, 2024 and March 31, 2023, respectively | 1 | |
Additional paid-in-capital | 56,824 | 35,910 |
Accumulated other comprehensive (loss)/income | (85) | 203 |
Accumulated deficit | (48,977) | (40,255) |
Total stockholders’ equity (deficit) | 7,763 | (4,141) |
Total liabilities and stockholders’ equity (deficit) | $ 12,609 | $ 9,821 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2024 | Mar. 31, 2023 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 15,653,449 | 4,824,352 |
Common stock, shares outstanding | 15,653,449 | 4,824,352 |
Series A and Series B Convertible Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 6,513,780 |
Preferred stock, shares outstanding | 0 | 6,513,780 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Income/(Loss) - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Revenue, net | ||
Total Revenue, net | $ 24,443 | $ 23,438 |
Cost of goods sold | 15,212 | 14,682 |
Gross profit | 9,231 | 8,756 |
Operating expenses: | ||
Selling, general and administrative expenses | 12,122 | 12,369 |
Marketing and advertising expenses | 4,784 | 5,012 |
Total operating expenses | 16,906 | 17,381 |
Loss from operations | (7,675) | (8,625) |
Other income (expense), net | ||
Interest expense | (1,311) | (1,840) |
Foreign currency transactions gains | 264 | 39 |
Total other income (expense), net | (1,047) | (1,801) |
Loss before income tax provision | (8,722) | (10,426) |
Income tax provision | 121 | |
Net Loss | (8,722) | (10,305) |
Other comprehensive (losses) gains | ||
Foreign currency translation (loss) gains | (288) | 303 |
Comprehensive loss | $ (9,010) | $ (10,002) |
Net Loss Per Common Share Basic | $ (1.34) | $ (2.16) |
Net Loss Per Common Share Diluted | $ (1.34) | $ (2.16) |
Weighted Average Common Shares Outstanding - Basic | 6,518,960 | 4,767,777 |
Weighted Average Common Shares Outstanding - Diluted | 6,518,960 | 4,767,777 |
Wholesale Revenue [Member] | ||
Revenue, net | ||
Total Revenue, net | $ 14,060 | $ 14,888 |
Ecommerce Revenue [Member] | ||
Revenue, net | ||
Total Revenue, net | $ 10,383 | $ 8,550 |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Equity (Deficit) - USD ($) $ in Thousands | Preferred Stock [Member] Series A Convertible [Member] | Preferred Stock [Member] Series B Convertible [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | AOCI Attributable to Parent [Member] | Retained Earnings [Member] | Total |
Balance at Mar. 31, 2022 | $ 1 | $ 26,674 | $ (100) | $ (29,950) | $ (3,375) | ||
Balance, shares at Mar. 31, 2022 | 5,323,782 | 3,749,352 | |||||
Stock compensation expense for employee vested options | 241 | 241 | |||||
Issuance of common stock for cash | 3,795 | 3,795 | |||||
Issuance of common stock for cash, shares | 1,075,000 | ||||||
Issuance of preference shares for cash | 5,200 | 5,200 | |||||
Issuance of preference shares for cash, shares | 1,189,998 | ||||||
Foreign currency translation adjustment | 303 | 303 | |||||
Net income (loss) | (10,305) | (10,305) | |||||
Balance at Mar. 31, 2023 | $ 1 | 35,910 | 203 | (40,255) | (4,141) | ||
Balance, shares at Mar. 31, 2023 | 5,323,782 | 1,189,998 | 4,824,352 | ||||
Issuance of common stock for cash | 2,179 | 2,179 | |||||
Issuance of common stock for cash, shares | 409,050 | ||||||
Foreign currency translation adjustment | (288) | (288) | |||||
Net income (loss) | (8,722) | (8,722) | |||||
Stock compensation expense for employee vested RSUs and options | 739 | 739 | |||||
Stock compensation expense for employee vested RSUs and options, shares | 75,000 | ||||||
Sale of common stock from public offering | 6,009 | 6,009 | |||||
Sale of common stock from public offering, shares | 1,334,000 | ||||||
Issuance of common stock upon conversion of convertible debt and accrued interest | 11,987 | 11,987 | |||||
Issuance of common stock upon conversion of convertible debt and accrued interest, shares | 2,497,267 | ||||||
Issuance of common stock upon conversion of series A convertible stock | $ (1) | $ 1 | |||||
Issuance of common stock upon conversion of series A convertible stock, shares | (5,323,782) | 5,323,782 | |||||
Issuance of common stock upon conversion of series B convertible stock | |||||||
Issuance of common stock upon conversion of series B convertible stock, shares | (1,189,998) | 1,189,998 | |||||
Balance at Mar. 31, 2024 | $ 1 | $ 56,824 | $ (85) | $ (48,977) | $ 7,763 | ||
Balance, shares at Mar. 31, 2024 | 15,653,449 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Operating Activities: | ||
Net loss | $ (8,722) | $ (10,305) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 555 | 547 |
Bad debt expense | 217 | 80 |
Inventory reserve | 382 | 374 |
Unrealized foreign exchange (gain) loss | (128) | 334 |
Stock based compensation | 3,795 | |
Amortization of stock-based marketing services | 185 | 1,483 |
Amortization of convertible debt finance costs | 492 | 941 |
Accrued interest | 725 | 760 |
Effect of changes in assets and liabilities: | ||
Accounts receivable | (238) | (519) |
Inventories | (349) | (812) |
Prepaid and other current assets | (219) | 321 |
Operating lease right of use asset | 268 | 184 |
Other non-current assets | (37) | |
Operating lease right-of-use liability | (162) | (174) |
Trade payables | 295 | (759) |
Accrued expenses | 1,304 | 514 |
Unearned revenue | 240 | (515) |
Net cash used in operating activities | (4,453) | (3,510) |
Investing Activities: | ||
Purchases of property and equipment | (211) | (249) |
Net cash used by investing activities | (211) | (249) |
Financing Activities: | ||
Proceeds from initial public offering | 6,009 | |
Proceeds from sale of common stock | 2,179 | |
Proceeds from issuance of preference shares, net | 5,200 | |
Proceeds from convertible debt obligations, net | 2,555 | |
Repayment of shareholder loans | (565) | |
Proceeds from trade finance facility | 1,847 | 4,132 |
Repayment of trade finance facility | (1,873) | (4,371) |
Repayment of other borrowings, net | (21) | |
Net cash provided by financing activities | 8,162 | 6,930 |
Effect of Exchange Rate Changes on Cash | (300) | (34) |
Net change in cash | 3,198 | 3,137 |
Cash - beginning of period | 4,712 | 1,575 |
Cash - end of period | 7,910 | 4,712 |
Supplemental disclosures of cash flow information: | ||
Interest paid on borrowings and bank loans | 107 | 139 |
Corporation tax received | 121 | |
Supplemental disclosure of non-cash investing and financing activities: | ||
Conversion of convertible debt and accrued interest to common stock | 11,987 | |
Recognition of operating lease right of use assets and lease obligations | 198 | 404 |
Write-off of expired operating lease right-of-use assets and lease obligations | 53 | |
Offset of deferred offering costs to proceeds received | 1,169 | |
Employees [Member] | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock based compensation | 739 | 241 |
Legal and Consulting Services [Member] | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock based compensation | $ 3,795 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Pay vs Performance Disclosure [Table] | ||
Net Income (Loss) | $ (8,722) | $ (10,305) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Mar. 31, 2024 | |
Insider Trading Arrangements [Line Items] | |
Non-Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
NATURE OF OPERATIONS AND BASIS
NATURE OF OPERATIONS AND BASIS OF PRESENTATION | 12 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NATURE OF OPERATIONS AND BASIS OF PRESENTATION | 1. NATURE OF OPERATIONS AND BASIS OF PRESENTATION Nature of operations Perfect Moment Ltd., a Delaware corporation (“Perfect Moment” or “PML” and, together with its subsidiaries unless the context otherwise requires, the “Company”), is an owner and operator of a luxury fashion brand that offers ski, surf, and activewear collections under the brand name Perfect Moment. The Company’s collections are sold directly to customers through ecommerce, sales to wholesale accounts and through other sales partnerships. Basis of presentation These consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) and present the consolidated financial position, income (loss), comprehensive income (loss), and cash flows of the Company and its wholly owned subsidiaries. The figures in the notes to the financials are presented in thousands, therefore the 000’s are removed. Principles of consolidation These consolidated financial statements include the accounts of Perfect Moment Ltd. and its wholly owned subsidiaries; Perfect Moment Asia Limited (“PMA”), Perfect Moment (UK) Limited (“PMUK”), Perfect Moment USA, Inc., (“PMUSA”) and Perfect Moment TM Sarl. All intercompany balances and transactions have been eliminated. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Going concern The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the ordinary course of business. Through March 31, 2024, the Company has funded its operations with proceeds from the sale of common stock from the initial public offering and the issuance of common stock, alongside existing trade, invoice and shareholder financing arrangements. The Company has incurred recurring losses, including a net loss of $ 8,722 for the year ended March 31, 2024 and used cash in operations of $ 4,453 during that period. As of March 31, 2024, the Company had an accumulated deficit of $ 48,977 These factors raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying Consolidated Financial Statements do not include any adjustments as a result of this uncertainty. Management’s plans to alleviate the conditions that raise substantial doubt include: ● Taking out short-term loans and debt factoring to assist with working capital shortfalls ● Exploring sources of long-term funding in the private markets and additional equity financing ● Closely monitoring the collection of debts ● Strategies and plans in place to deliver improved margins in the next financial year The Company’s ability to continue as a going concern for 12 months from the date these Consolidated Financial Statements were available to be issued is dependent upon its ability to generate sufficient cash flows from operations to meet its obligations, which it has not been able to accomplish to date, and to obtain additional capital financing. No assurance can be given that the Company will be successful in these efforts mentioned above. During the year ended March 31, 2024, the Company generated net proceeds totaling $ 8,188 Use of Estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and judgments in applying the Company’s accounting policies that affect the reported amounts and disclosures made in the consolidated financial statements and accompanying notes. Management continually evaluates the estimates and judgments it uses. These estimates and judgments have been applied in a manner consistent with prior periods and there are no known trends, commitments, events or uncertainties that management believe will materially affect the methodology or assumptions utilized in making these estimates and judgments in these financial statements. Significant estimates inherent in the preparation of the consolidated financial statements include reserves for uncollectible accounts receivables, realizability of inventory; customer returns; useful lives and impairments of long-lived tangible and intangible assets; realization of deferred tax assets and related uncertain tax positions; and the valuation of stock-based compensation awards. Actual results may differ from these judgements and estimates under different assumptions or conditions and any such differences may be material. Revenue Recognition The majority of the Company’s revenue is recognized at a point in time based on the transfer of control. In addition, the majority of the Company’s contracts do not contain variable consideration and contract modifications are minimal. The majority of the Company’s revenue arrangements generally consist of a single performance obligation to transfer promised goods. Revenue is reported net of markdowns, discounts and sales taxes collected from customers on behalf of taxing authorities. Revenue is also presented net of an allowance for expected returns where contracts include the right of return. The Company estimates returns on an ongoing basis to estimate the consideration from the customer that the Company expects to ultimately receive. Consideration in determining the Company’s estimates for returns may include agreements with customers, the Company’s return policy and historical and current trends. The Company records the returns as a reduction to net sales in its consolidated statements of operations and the recognition of a provision for returns within accrued expenses in its consolidated balance sheets and the estimated value of inventory expected to be returned as an adjustment to inventories, net. As of March 31, 2024 and 2023, the returns provision was $ 346 366 Revenue is comprised of direct-to-consumer ecommerce revenue through the Company’s website and revenue related to wholesalers. The following table details the revenue split: SCHEDULE OF REVENUE SPLIT March 31, 2024 March 31, 2023 Wholesale revenues $ 14,060 $ 14,888 Ecommerce revenues 10,383 8,550 Total Revenues $ 24,443 $ 23,438 Revenue is recognized when performance obligations are satisfied through the transfer of control of promised goods to the Company’s customers. Control transfers once a customer has the ability to direct the use of, and obtain substantially all of the benefits from, the product. This includes the transfer of legal title, physical possession, the risks and rewards of ownership, and customer acceptance. For direct-to-consumer ecommerce revenue, the Company receives payment before the customer receives the promised goods. Revenue is only recognized once the goods have been delivered to the customer. Sales to wholesale customers are recognized when the customer has control which will depend on the agreed upon International Commercial Terms (“inco-terms”). For inventories sold on consignment to wholesalers, the Company records revenue when the inventory is sold to the third-party customer by the wholesaler. The Company may issue merchant credits, which are essentially refund credits. The merchant credits are initially deferred and subsequently recognized as revenue when tendered for payment. Cost of goods sold Cost of goods sold includes the cost of purchased merchandise, which includes: - acquisition and production costs including raw material and labor as applicable; - the cost incurred to deliver inventory to the Company’s third-party distribution centers including freight, non-refundable taxes, duty, and other landing costs; - the service fees of the Company’s third-party fulfillment and distribution centers; and - reserves for inventory. Accounts receivable Accounts receivable primarily arise out of sales to wholesale accounts and ecommerce partners. The allowance for doubtful accounts represents management’s best estimate of probable credit losses in accounts receivable using the incurred loss methodology. Receivables are written off against the allowance when management believes that it is probable the amount receivable will not be recovered. Additionally, the Company records higher allowances in the first and third quarters following its peak sales seasons after the Company determines it to be probable that it will not collect the related receivables. As of March 31, 2024 and 2023, the Company had $ 558 341 1,035 997 Geographic concentration Although the Company is organized fundamentally as one business segment, the Company’s revenues are primarily split between three geographic areas: the U.S., Europe and the United Kingdom (the “U.K.”). Customers in these regions are served by our leadership, production and operations teams in the U.K. and Hong Kong. The table below reflects total net revenues attributed to Europe (excluding the United Kingdom), United States, United Kingdom, and the rest of the world: SCHEDULE OF NET REVENUE FROM GEOGRAPHIC AREAS March 31, 2024 March 31, 2023 Year Ended March 31, 2024 March 31, 2023 Europe (excluding United Kingdom) $ 7,909 32 % $ 7,233 31 % United States 9,935 41 % 10,348 44 % United Kingdom 4,845 20 % 4,269 18 % Rest of the World 1,754 7 % 1,588 7 % Total Revenues $ 24,443 $ 23,438 The long-lived assets of the Company primarily relate to property and equipment, intangible assets and operating lease right-of-use assets in the U.K. and Hong Kong. Total long-lived assets as of March 31, 2024 were $ 557 98 1,086 56 Supplier concentration For the years ended March 31, 2024 and 2023, the largest single supplier of manufactured goods, Everich Garments Group Ltd., produced 75 72 79 70 Customer concentration For the twelve months ended March 31, 2024, we had one customer that accounted for approximately 13 % or $ 3,168 of total revenues individually and in aggregate. There was no accounts receivable balance for this customer as of March 31, 2024. The Company has ended its wholesale relationship with this customer as part of a broader strategy to enhance our relationships with our entire customer base. For the twelve months ended March 31, 2023, we had one customer that accounted for approximately 12 2,786 41 Accounts receivable For the twelve months ended March 31, 2024, we had two customers that accounted for approximately 27 18 Accounts payable On March 31, 2024, the three largest accounts payable accounts to our vendors represented 15 7 6 56 5 3 Property and Equipment Property, plant and equipment are recorded at cost less accumulated depreciation. Cost consists of purchase price, conversion cost and estimated cost of dismantling and restoration. Expenditure such as repairs and maintenance, overhaul costs and borrowing costs are normally charged to profit or loss when they are incurred. Expenditures resulting in increases in the future economic benefits of the property, plant and equipment are capitalized. Software & Website Development costs are for applications and software with respect to operating our business. For such projects, planning cost and other costs related to the preliminary project stage, as well as costs incurred for post-implementation activities, are expensed as incurred. We capitalize costs incurred during the application development phase only when we believe it is probable the development will result in new or additional functionality. The types of costs capitalized during the application development phase include fees incurred with third parties for consulting, programming and other development activities performed to complete the software or website. We amortize the assets on a straight-line basis over an estimated useful life of three years. If we identify any software or website to be abandoned, the cost less the accumulated amortization, if any, is recorded as amortization expense. The residual values and useful lives of the property, plant and equipment are reviewed when there are indications that the residual value or useful life of an asset has significantly changed following the end of the previous reporting period. If necessary, the residual value, depreciation method or useful life of that asset is amended prospectively to reflect the new expectation. The following estimated useful lives are used for the depreciation of property, plant and equipment: SCHEDULE OF ESTIMATED USEFUL LIVES IN PROPERTY AND EQUIPMENT Useful Life Method Furniture and Fixtures 5 Straight-line Office Equipment 3 5 Straight-line Leasehold Improvements 5 Straight-line Software & Website Development 3 Straight-line Computer Equipment 3 Straight-line Leases At lease commencement, which is generally when the Company takes possession of the asset, the Company records a lease liability and corresponding right-of-use asset. Lease liabilities represent the present value of minimum lease payments over the expected lease term, which includes options to extend or terminate the lease when it is reasonably certain those options will be exercised. The present value of the lease liability is determined using the Company’s incremental borrowing rate as of lease commencement. Minimum lease payments include base rent, fixed escalation of rental payments, and rental payments that are adjusted periodically depending on a rate or index. Non-lease components are generally services that the lessor performs for the Company associated with the leased asset, such as common area maintenance. Right-of-use assets represent the right to control the use of the leased asset during the lease and are initially recognized in an amount equal to the lease liability. In addition, prepaid rent, initial direct costs, and adjustments for lease incentives are components of the right-of-use asset. Over the lease term, the lease expense is amortized on a straight-line basis beginning on the lease commencement date. A right-of-use asset and lease liability are not recognized for leases with an initial term of 12 months or less, and the lease expense is recognized on a straight-line basis over the lease term. As of March 31, 2024 and March 31, 2023, the Company has four property leases, which are all accounted for as operating leases under ASC 842. Short-term leases are accounted for under the short-term lease practical expedient of ASC 842. Long-Lived Asset Long-lived assets held for use, including intangible assets with finite lives, right-of-use assets and property, plant and equipment, are evaluated for impairment when the occurrence of events or a change in circumstances indicates that the carrying value of the assets may not be recoverable as measured by comparing their carrying value to the estimated undiscounted future cash flows generated by their use and eventual disposition. Impaired assets are recorded at fair value, determined principally by discounting the future cash flows expected from their use and eventual disposition. Reductions in asset values resulting from impairment valuations are recognized in income in the period that the impairment is determined. No impairment of long-lived assets was required for the years ended March 31, 2024 and 2023. Income Taxes The Company follows the liability method with respect to accounting for income taxes. Deferred income tax assets and liabilities are determined based on the temporary differences between the carrying amounts and the tax bases of assets and liabilities, and for tax losses, tax credit carryforwards, and other tax attributes. Deferred income tax assets and liabilities are measured using enacted tax rates, for the appropriate tax jurisdiction, which are expected to be in effect when these differences are anticipated to reverse. Deferred income tax assets are reduced by a valuation allowance, if based on the weight of available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The evaluation as to the likelihood of realizing the benefit of a deferred income tax asset is based on the timing of scheduled reversals of deferred tax liabilities, taxable income forecasts, and tax-planning strategies. The recognition of a deferred income tax asset is based upon several assumptions and forecasts, including current and anticipated taxable income, the utilization of previously unrealized non-operating loss carryforwards, and regulatory reviews of tax filings. The Company evaluates its tax filing positions and recognizes tax benefits that are considered more likely than not to be sustained upon examination by the relevant taxing authorities based on the technical merits of the position. This determination requires the use of significant judgment. Income tax expense is adjusted in the period in which an uncertain tax position is effectively settled, the statute of limitations expires, facts or circumstances change, tax laws change, or new information becomes available. The Company’s policy is to recognize interest expense and penalties related to income tax matters separately as an income or expense item. Selling, general and administrative expenses Selling, general and administrative expenses consist of all operating costs not otherwise included in cost of goods sold or marketing and advertising expenses. The Company’s selling, general and administrative expenses include personnel costs, sales commissions, recruitment fees, legal and professional fees, information technology, accounting, travel and lodging, occupancy costs and depreciation and amortization. Foreign currency Foreign currency transactions denominated in a currency other than an entity’s functional currency are remeasured into the functional currency using the spot rate at the date of the transaction with any resulting gains and losses recognized in operating expenses except for gains and losses arising on intercompany foreign currency transactions that are of a long-term investment nature, which are recorded as a foreign currency translation adjustment in other comprehensive income or loss The functional currency for each entity included in these Consolidated Financial Statements that is domiciled outside of the United States is generally the applicable local currency. Assets and liabilities of each foreign entity are translated into U.S. dollars at the exchange rate in effect on the balance sheet date. Revenue and expenses are translated on a monthly basis using the average rate for that month as a close approximation. Unrealized translation gains and losses are recorded as a foreign currency translation adjustment, which is included in other comprehensive income or loss, which is a component of accumulated other comprehensive income or loss included in stockholders’ equity (deficit). Stock-based compensation The Company accounts for equity based awards based on ASC 505 and 718, whereby the value of the award is measured on the date of grant and recognized as compensation expense on a straight-line basis over the vesting period. The Company measures fair value as of the grant date for options and warrants using the Black Scholes option pricing model and for common share awards using a weighted average of the Black Scholes method and probability-weighted expected return method (PWERM). The inputs into the Black Scholes option pricing model are subjective and generally require significant judgment. The fair value of the shares of common and preferred stock has historically been determined by the Company’s management with the assistance of third-party specialists as there was no public market for the common stock. The fair value is obtained by considering a number of objective and subjective factors, including the valuation of comparable companies, sales of preferred stock to unrelated third parties, projected operating and financial performance, the lack of liquidity of common and preferred stock and general and industry specific economic outlook, amongst other factors. The expected term represents the period that the Company’s stock options are expected to be outstanding and is determined using the simplified method (based on the mid-point between the vesting date and the end of the contractual term) as the Company’s stock option exercise history does not provide a reasonable basis upon which to estimate expected term. Because the Company was privately held for a portion of the periods covered by these financial statements and historically did not have an active trading market for its common and preferred stock for a sufficient period of time, the expected volatility was estimated based on the average volatility for comparable publicly traded companies, over a period equal to the expected term of the stock option grants. The Company listing on NYSE American on February 8, 2024 and now uses the closing price on the day of grant to determine FMV and for the stock options issued in Q4 2024 the company used the average of five similar companies based by one or all the following factors to determine volatility: industry, revenue, market capitalization. The risk-free rate assumption is based on the U.S. Treasury zero coupon issues in effect at the time of grant for periods corresponding with the expected term of the option. The Company has never paid dividends on its common stock and does not anticipate paying dividends on common stock in the foreseeable future. Therefore, the Company uses an expected dividend yield of zero Income / loss per share of common stock Basic net income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding for the period. Diluted earnings per share is computed by dividing the net income applicable to common stockholders by the weighted average number of shares of common stock outstanding plus the number of additional shares of common stock that would have been outstanding if all dilutive potential shares of common stock had been issued using the treasury stock method. Potential shares of common stock are excluded from the computation when their effect is antidilutive. The dilutive effect of potentially dilutive securities is reflected in diluted net income per share if the exercise prices were lower than the average fair market value of common stock during the reporting period. Potentially dilutive stock options and securities as presented in the table below were excluded from the computation of diluted net income (loss) per share, because the effect would be anti-dilutive. As the Company incurred losses in the years ended March 31, 2024 and 2023, basic and diluted weighted-average shares are the same in the loss per share calculation, in accordance with ASC 260-10-45-20. SCHEDULE OF ANTIDILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF DILUTED NET INCOME (LOSS) PER SHARE March 31, 2024 March 31, 2023 Options to acquire common stock 1,108,356 299,957 Restricted stock units to acquire stock 225,000 - Warrants to acquire common stock 66,700 - Series A convertible preferred stock - 5,323,782 Series B convertible preferred stock - 1,189,998 Convertible debt financing - 2,815,463 Antidilutive securities 1,400,056 9,629,200 On February 12, 2024, all outstanding shares of our Series A and Series B convertible preferred stock were automatically converted into 5,323,782 and 1,189,998 shares of common stock, respectively, in connection with the closing of the initial public offering. The $ 10,002 in principal amount plus accrued interest in the amount of $ 1,985 automatically converted into Company common stock, at 80 % of the initial public offering price into an aggregate of 2,497,267 shares of common stock (see note 11). Fair Value of Financial Instruments The Company follows the guidance of FASB ASC 820 and ASC 825 for disclosure and measurement of the fair value of its financial instruments. FASB ASC 820 establishes a framework for measuring fair value under GAAP and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, ASC 820 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by ASC 820 are described below: Level 1: Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2: Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3: Pricing inputs that are generally observable inputs and not corroborated by market data. The carrying amount of the Company’s financial assets and liabilities, such as cash and cash equivalents, prepaid expenses, and accounts payable and accrued expenses approximate their fair value due to their short-term nature. The carrying values of capital lease obligations and debt obligations approximate their fair values due to the fact that the interest rates on these obligations are based on prevailing market interest rates. Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest or credit risks arising from these financial instruments. Segment Reporting Accounting Standards Codification (“ASC”) Topic 280, “Disclosures about Segments of an Enterprise and Related Information” establishes standards for the way that public business enterprises report information about operating segments in annual financial statements and requires those enterprises to report selected information about operating segments in interim financial reports issued to stockholders. Management has determined that the Company operates in one business segment, product sales. Reclassifications The Company has reclassified broker commission costs amounting to $ 687 Recently Issued Accounting Pronouncements In September 2022, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) No. 2022-04, “Disclosure of Supplier Finance Program Obligations” (“ASU 2022-04”). ASU 2022-04 requires entities to disclose the key terms of supplier finance programs they use in connection with the purchase of goods and services, along with the amount of obligations outstanding at the end of each period and an annual roll forward of such obligations. This standard does not affect the recognition, measurement, or financial statement presentation of supplier finance program obligations. ASU 2022-04 is effective for the Company for the year ending March 31, 2024 and is to be applied retrospectively to all periods in which a balance sheet is presented. The annual roll forward disclosure is not required to be made until the year ending March 31, 2025 and is to be applied prospectively. The Company doesn’t believe the adoption will have a material effect on the financial statements. Other than the new disclosure requirements, ASU 2022-04 will not have an impact on the Company’s consolidated financial statements. In March 2023, the Financial Accounting Standards Board (“FASB”) ) issued ASU 2024-01 to amend the guidance in Accounting Standards Codification (“ASC”) 718 Compensation—Stock Compensation (Topic 718) . In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosure Segment Reporting ASUs recently issued but not listed above were assessed and determined to be either not applicable or are expected to have minimal impact on the consolidated financial position or results of operations. |
INVENTORIES
INVENTORIES | 12 Months Ended |
Mar. 31, 2024 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | 3. INVENTORIES Inventories are initially measured at cost and subsequently measured at the lower of cost or net realizable value. Cost is determined on a first-in, first-out basis. The following table details the primary categories for the periods presented. SCHEDULE OF INVENTORY March 31, 2024 March 31, 2023 $’000 $’000 Finished goods $ 2,680 $ 2,685 Raw materials 721 585 Goods in transit 14 - Finished goods on consignment 205 - Total inventories 3,620 3,270 Inventory reserve (1,390 ) (1,008 ) Total inventories, net $ 2,230 $ 2,262 Third-party services are used to warehouse and distribute inventory. Per the terms of one third-party service contract, a lien may be placed on the Company’s inventory if the Company fails to make a payment for services within 30 days from the date the third-party supplier notifies the Company of an outstanding payment. |
PREPAID AND OTHER CURRENT ASSET
PREPAID AND OTHER CURRENT ASSETS | 12 Months Ended |
Mar. 31, 2024 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
PREPAID AND OTHER CURRENT ASSETS | 4. PREPAID AND OTHER CURRENT ASSETS Amounts recorded in prepaid and other current assets are expected to be realized within one year. The following table describes the major items for the periods presented. SCHEDULE OF PREPAID AND OTHER CURRENT ASSETS March 31, March 31, $’000 $’000 Deposits and prepayments 436 150 Prepaid marketing costs - 185 Other receivables 306 373 Total 742 708 Prepaid marketing costs relate to the provision of marketing services to be provided over an 18-month service period by two non-employees. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Mar. 31, 2024 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | 5. PROPERTY AND EQUIPMENT Property and equipment consisted of the following: SCHEDULE OF PROPERTY AND EQUIPMENT March 31, March 31, $’000 $’000 Furniture and Fixtures $ 177 $ 177 Office Equipment 57 52 Leasehold Improvements 29 29 Software and Website Development 1,886 1,676 Computer Equipment 121 91 Property and equipment, gross 2,270 2,025 Accumulated depreciation (1,768 ) (1,192 ) Property and equipment, net $ 502 $ 833 Depreciation expense related to property, plant and equipment was $ 555 547 |
LEASES
LEASES | 12 Months Ended |
Mar. 31, 2024 | |
Leases | |
LEASES | 6. LEASES The Company has obligations under operating leases for its offices. As of March 31, 2024 and 2023, the lease terms of the various leases are less than 24 months. The majority of the Company’s leases include renewal options at the sole discretion of the Company. In general, it is not reasonably certain that lease renewals will be exercised at lease commencement and therefore lease renewals are not included in the lease term. The following table details the Company’s net lease expense. The variable lease expenses disclosed below include contingent rent payments and other non-fixed lease related costs, including common area maintenance, property taxes, and landlord’s insurance. SCHEDULE OF LEASE EXPENSE Lease expense March 31, 2024 March 31, 2023 Years Ended Lease expense March 31, 2024 March 31, 2023 $’000 $’000 Net lease expense: Operating lease expense $ 299 $ 210 Total lease expense $ 299 $ 210 Weighted-average remaining lease term - Years 1.53 0.96 Weighted-average discount rate 5 % 9 % SCHEDULE OF LEASE BALANCE SHEET CLASSIFICATION Balance sheet classification March 31, 2024 March 31, 2023 $’000 $’000 Right-of-use assets $ 143 $ 297 Current lease liabilities $ 101 $ 299 Non-current lease liabilities 44 8 Total operating lease liabilities $ 145 $ 307 SCHEDULE OF FUTURE MATURITY OF LEASE LIABILITIES Maturity of lease liabilities March 31, 2024 March 31, 2023 $’000 $’000 Within one year $ 109 $ 318 Within one to two years 45 9 Total lease payments 154 327 Discount rate (9 ) (20 ) Present value of lease liabilities $ 145 $ 307 |
ACCRUED EXPENSES
ACCRUED EXPENSES | 12 Months Ended |
Mar. 31, 2024 | |
Payables and Accruals [Abstract] | |
ACCRUED EXPENSES | 7. ACCRUED EXPENSES SCHEDULE OF ACCRUED EXPENSES March 31, 2024 March 31, 2023 $’000 $’000 Accrued expenses $ 1,002 $ 606 Returns provision 298 366 Accrued import duties 294 - Merchant credit 63 61 Indirect taxes 1,040 357 Total $ 2,697 $ 1,390 The returns provisions are comprised of returns due from both wholesale and partner customers and direct-to-consumer customers. |
TRADE FINANCE FACILITY
TRADE FINANCE FACILITY | 12 Months Ended |
Mar. 31, 2024 | |
Trade Finance Facility | |
TRADE FINANCE FACILITY | 8. TRADE FINANCE FACILITY SCHEDULE OF TRADE FINANCE FACILITY March 31, 2024 March 31, 2023 $’000 $’000 Trade finance facility $ - $ 26 Total $ - $ 26 The Company, through PMA, has a trade finance facility extended on goods for which letters of credit are issued to the Company’s suppliers by HSBC. As of March 31, 2024 and March 31, 2023, the outstanding balance under the trade finance facility was $ 0 26 5.0 3.0 3.3 1.0 4.0 3,150 April 30, 2023 1.0 The UBS standby documentary credit was extended on November 26, 2023 through January 26, 2024 at a 10% interest rate. 4.0 3,150 2,000 8 10 1,847 2.0 The interest paid on the JGA personal guarantee for the years ended March 31, 2024 and 2023 was $ 56 33 |
CONVERTIBLE DEBT OBLIGATIONS
CONVERTIBLE DEBT OBLIGATIONS | 12 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE DEBT OBLIGATIONS | 9. CONVERTIBLE DEBT OBLIGATIONS SCHEDULE OF CONVERTIBLE DEBT OBLIGATIONS December 31, 2023 March 31, 2023 $’000 $’000 Convertible debt $ - $ 11,262 Unamortized debt discount - (492 ) Total Convertible debt obligations $ - $ 10,770 In March 2021, the Company entered into an arrangement whereby the Company completed convertible debt financing (“2021 Debt Financing”), from 47 investors, for gross proceeds of $ 6,000 841 8 4,000 531 8 The 2021 Debt Financing had a maturity date of December 15, 2023. In December 2023 and January 2024, the maturity date of all convertible promissory notes was extended to February 14, 2024. Upon the closing of an IPO, prior to the redemption date, the convertible debt was convertible into the Company’s common stock at a conversion price equal to 80 December 15, 2023 February 14, 2024 As of March 31, 2023, the convertible debt obligations comprised gross proceeds of 10,002 and accrued interest of $ 1,260 . On February 12, 2024, $ 10,002 in principal amount plus accrued interest in the amount of $ 1,985 automatically converted into the Company’s common stock, at 80 % of the initial public offering price into an aggregate of 2,497,267 shares of common stock (see note 10). The unamortized debt discount is the related arrangement fees that are being amortized against the convertible debt obligations on the consolidated balance sheets. As of March 31, 2023, the balance of unamortized debt discount was $ 492 492 |
COMMON STOCK
COMMON STOCK | 12 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
COMMON STOCK | 10. COMMON STOCK Common stock The following were Common Stock transactions during the year ended March 31, 2024: Sale of common stock from private placement During May to August 2023, the Company issued 409,050 0.0001 6.00 2,179 Shares and Warrants Issued as Part of the Company’s Underwritten Public Offering On February 7, 2024, the company entered into an underwriting agreement with ThinkEquity LLC, as representative (the “Representative”) of the several underwriters identified therein, relating to the Company’s initial public offering (the “IPO”) of 1,334,000 0.0001 6.00 8,004 200,100 The number of shares of common stock outstanding after this offering was 15,578,449 5,233,402 1,334,000 (i) the automatic conversion of all outstanding shares of our Series A convertible preferred stock into 5,323,782 shares of common stock, (ii) the automatic conversion of all outstanding shares of our Series B convertible preferred stock into 1,189,998 shares of common stock and (iii) the automatic conversion, in connection with the closing of this offering (closing on February 12, 2024), of $10,002 in principal amount plus accrued interest in the amount of $1,985 under our 8% senior subordinated secured convertible promissory notes (the “2021 Notes”) and our 8% senior subordinated secured convertible promissory notes (the “2022 Notes” and, together with the 2021 Notes, the “Notes”), at 80% of the initial public offering price into an aggregate of 2,497,267 shares of common stock. On February 12, 2024, the Company consummated the IPO and issued 1,334,000 shares of Common Stock for aggregate net proceeds of approximately $ 6,009 after deducting underwriting discounts and commissions and estimated offering expenses. The Company intends to use the proceeds for general corporate purposes, including working capital, sales and marketing activities and general and administrative matters. Concurrently with the closing of the IPO, the Company also issued warrants to purchase up to 66,700 shares of Common Stock to the Representative and its designees, at an exercise price of $ 7.50 per share (the “Underwriter Warrants”). The Underwriter Warrants are exercisable beginning on August 5, 2024, and expire on February 7, 2029 . The following were Common Stock transactions during the year ended March 31, 2023: Shares issued for services During 2021, the Company engaged several consultants to provide services relating to the IPO who were compensated with common stock awards. The shares subject to clawback provisions remain unvested until the related performance condition is met. If clawback features are triggered, the unvested shares will be returned to the Company. In January and March 2021, 2,000,000 shares of common stock with a total fair value of $ 7,000 were issued to certain non-employees in exchange for consulting and advisory services to be performed relating to the 2021 share exchange and the 2021 convertible debt financing, of which 50% were subject to clawback contingent upon an IPO. As services were relating to, and contingent upon execution of an IPO, no expense was recognized for the shares subject to clawback, until occurrence of an IPO. During the year ending March 31, 2023, the consultants performed additional services and the Company agreed to remove the clawback provision and the $ 3,500 fair value for the remaining 1,000,000 shares of common stock was recognized within selling, general and administrative expenses in the consolidated statements of operations and comprehensive loss during the year ending March 31, 2023. No further shares were issuable under these agreements. In October 2021, 75,000 295 295 In relation to the above consulting and advisory services, the Company had granted rights to six holders of our common stock, to be issued additional shares of our common stock if the IPO price per share was less than $ 5.00 5.00 5.00 The Company issued a total 1,075,000 and charged APIC $ 3,795 related to services rendered during the year ended March 31, 2023. |
PREFERRED STOCK
PREFERRED STOCK | 12 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
PREFERRED STOCK | 11. PREFERRED STOCK Series A Preferred Stock On March 15, 2021, PMA, the former parent entity, engaged in a share for share exchange with the Company, thereby creating the Company as the ultimate parent company. As part of the share for share exchange, existing PMA stockholders’ equity was exchanged for an equivalent amount of share capital in the Company in the form of common stock and preferred stock. As a result of the transaction, 5,323,782 0.0001 The Series A Stock was also subject to mandatory conversion into common stock upon either an IPO or by vote or written consent of at least 66 2/3% holders of the outstanding shares of the Series A Stock. On February 12, 2024, all outstanding shares of our Series A convertible preferred stock were automatically converted into 5,323,782 Series B Preferred Stock On September 23, 2022, the Company authorized the issuance and sale of up to 1,200,000 0.0001 5.00 1,189,998 5,200 750 The Series B Stock was also subject to mandatory conversion into common stock upon either an IPO or by vote or written consent of at least 66 2/3% holders of the outstanding shares of the Series B Stock without payment of additional consideration. 5.00 On February 12, 2024, all outstanding shares of our Series B convertible preferred stock were automatically converted into 1,189,998 |
RESTRICTED STOCK UNITS
RESTRICTED STOCK UNITS | 12 Months Ended |
Mar. 31, 2024 | |
Restricted Stock Units | |
RESTRICTED STOCK UNITS | 12. RESTRICTED STOCK UNITS Restricted Stock Units A summary of restricted stock unit activity for the years ended March 31, 2024 and 2023 are presented below. SCHEDULE OF RESTRICTED STOCK UNIT ACTIVITY Weighted- Average Grant Date Shares Fair Value Fair Value Non-vested at March 31, 2023 - $ - $ - Granted 300,000 1,230 4.10 Vested/deemed vested (75,000 ) (429 ) 4.10 Forfeited - - - Non-vested at March 31, 2024 225,000 $ 801 $ 4.10 During the year ended March 31, 2024, the Company granted 300,000 shares of its restricted stock to an employee. The Restricted Stock Units vest equally over four years, starting on the contractual start date of November 7, 2022. These Restricted Stock Units were valued based on market value of the Company’s stock price at the respective date of grant and had aggregate fair value of $ 1,230,000 , which is being amortized as stock compensation expense over its vesting term. During the year ended March 31, 2024, 75,000 shares with a fair value of $ 429 vested during the period. |
STOCK OPTIONS
STOCK OPTIONS | 12 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
STOCK OPTIONS | 13. STOCK OPTIONS The Company maintains the 2021 Equity Incentive Plan (the “2021 Plan”), which provides for the grant of incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock awards, restricted stock units and performance units and performance shares to employees, directors and consultants of the Company or any parent or subsidiary of the Company. The purpose of the 2021 Plan is to enable the Company to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to employees, directors and consultants of the Company or any parent or subsidiary of the Company, and to promote the success of the Company’s business. The Company has 2,527,944 shares available to issue from the 2021 plan as of March 31, 2024. The Company has historically granted stock options to non-employees in exchange for the provision of services, both under the 2021 Plan and outside of the 2021 Plan. A summary of option activity for the years ended March 31, 2024 and 2023 are presented below: SCHEDULE OF STOCK OPTION ACTIVITY Weighted- Weighted- Average Average Remaining Aggregate Exercise Contractual Intrinsic Options Price Life (Years) Value Outstanding at March 31, 2022 545,378 $ 1.32 3.2 $ 1,190 Granted 136,344 0.01 - - Forfeited (381,766 ) (0.63 ) - - Exercised - - - - Outstanding at March 31, 2023 299,956 1.60 1.94 1,320 Granted 808,400 4.10 - - Forfeited - - - - Exercised - - - - Outstanding at March 31, 2024 1,108,356 $ 3.42 3.42 $ 595 Vested March 31, 2024 387,784 $ 2.19 $ 594 Exercisable at March 31, 2024 366,898 $ 2.08 $ 594 During the year ended March 31, 2023, the Company granted stock options to an employee to purchase 136,344 shares of Common Stock for services rendered. The options have an exercise price of $ 0.01 per share, expire in five years , vesting 20% on July 1, 2022 and then equally over four years from July 1, 2022. The total fair value of these options at grant date was approximately $ 200 using a third-party valuation. During the year ended March 31, 2024, the Company granted stock options to employees and the Board of Directors to purchase a total 808,400 shares of Common Stock for services rendered. The options have an exercise price of $ 4.10 per share, expire between five and ten years , vesting equally over four years from various dates. The total fair value of these options at grant date was approximately $ 3,039 using the Black-Scholes Option Pricing model. The total stock compensation expense recognized related to vesting of stock options for the years ended March 31, 2024 and March 31, 2023 amounted to $ 310 241 2,527 At March 31, 2024, the intrinsic value of the outstanding options under the 2021 Plan was $ 595 . The fair value of the share option awards was estimated using the Black-Scholes method and probability-weighted expected return method (PWERM) based on the following weighted-average assumptions: SCHEDULE OF FAIR VALUE OF SHARE OPTION AWARDS Year Ended Year Ended March 31, March 31, Expected life in years 5.0 and 10.0 3.5 Stock price volatility 129.1 % 40 %- 45 % Risk free interest rate 1.74 - 1.81 % 0.37 %- 0.49 % Expected dividends 0 % 0 % Forfeiture rate 25.7 % 0 % |
STOCK WARRANTS
STOCK WARRANTS | 12 Months Ended |
Mar. 31, 2024 | |
Stock Warrants | |
STOCK WARRANTS | 14. STOCK WARRANTS A summary of warrant activity for the years ended March 31, 2024 and 2023 are presented below: SCHEDULE OF WARRANTS ACTIVITY Weighted- Weighted- Average Average Remaining Aggregate Exercise Contractual Intrinsic Options Price Life (Years) Value Outstanding at March 31, 2023 - - - - Granted 66,700 7.50 - - Forfeited - - - - Exercised - - - - Outstanding at March 31, 2024, all vested 66,700 $ 7.50 4.87 $ - On February 12, 2024, the Company granted warrants to purchase a total of 66,700 shares of Common Stock as part of a public offering, which remain outstanding as of March 31, 2024. The warrants are exercisable at an average price of $ 7.50 per share and will expire on February 12, 2029. See Note 11, Common Stock, As of March 31, 2024 the outstanding warrants had no |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Mar. 31, 2024 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 15. INCOME TAXES Income tax (benefit) expense Components of income tax (benefit) expense were as follows: SCHEDULE OF INCOME TAX BENEFIT EXPENSE March 31, 2024 March 31, 2023 Years Ended March 31, 2024 March 31, 2023 $’000 $’000 Current $ - $ (121 ) Deferred - - Total income tax (benefit) expense $ - $ (121 ) Reconciliation The reconciliation of income taxes computed at the U.S. federal statutory tax rate to our income tax (benefit) expense is as follows: SCHEDULE OF RECONCILIATION OF INCOME TAXES March 31, 2024 March 31, 2023 $’000 $’000 Loss before income tax at 21 $ ) $ (2,189 ) Change in valuation allowance 1,211 2,097 Foreign tax differential 102 55 Other permanent items 518 37 R&D tax credit - (121 ) Income tax (benefit) expense $ - $ (121 ) The Company’s effective tax rate for the years ended March 31, 2024 and 2023 differed from the applicable federal statutory rate of 21.0 Deferred tax assets and liabilities Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of our deferred tax assets and liabilities were as follows: SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES March 31, 2024 March 31, 2023 $’000 $’000 Deferred tax liabilities: Fixed and intangible assets $ 113 $ 101 Inventory - - Total deferred tax liabilities 113 101 Deferred tax assets: Tax loss carryforward 7,312 6,352 Stock compensation expense 535 197 IPO expenses 163 - Valuation allowance (7,897 ) (6,448 ) Total deferred tax assets 113 101 Deferred tax assets, net $ - $ - Income tax payments and refunds During the year ended March 31, 2023, the Company received a tax repayment of $ 121 in respect to research and development tax credits. During the years ended March 31, 2024 and 2023, the Company did not make any income tax payments. Valuation allowance During the years ended March 31, 2024 and 2023, the Company recorded an increase in the valuation allowance of $ 1,449 1,935 respectively, related to federal deferred tax assets. Deferred tax assets are recorded related to net operating losses and temporary differences between the book and tax bases of assets and liabilities expected to produce tax deductions in future periods. The realization of these assets depends on recognition of sufficient future taxable income in specific tax jurisdictions in which those temporary differences or net operating losses are deductible. In assessing the need for a valuation allowance on deferred tax assets, we consider whether it is more likely than not that some portion or all of them will not be realized. Throughout the year ended March 31, 2024, the Company has been assessing the realizability of its deferred tax assets by considering positive factors such as the next three years’ profit projection making it more likely than not that the Company will be able to recognize a deferred tax asset on losses. Based upon historical performance of the Company, a valuation allowance of 100 % was recorded as there is currently no significant evidence to indicate realizability of deferred tax assets. During 2024, the Company recorded a valuation allowance of 100 % of UK and Hong Kong losses. As of March 31, 2024 and 2023, the Company’s valuation allowance was $ 7,897 6,448 |
FOREIGN CURRENCY TRANSLATION
FOREIGN CURRENCY TRANSLATION | 12 Months Ended |
Mar. 31, 2024 | |
Foreign Currency [Abstract] | |
FOREIGN CURRENCY TRANSLATION | 16. FOREIGN CURRENCY TRANSLATION We report all currency amounts in USD. The Company’s subsidiaries in UK, Hong Kong and Switzerland maintain their books and records in their functional currencies, which are GBP, HKD and CHF, respectively. When consolidating the subsidiaries with non-USD functional currencies, we translate the amounts of assets and liabilities into USD using the exchange rate on the balance sheet date, and the amounts of revenue and expense are translated at the average exchange rate prevailing during the period. The gains and losses resulting from translation of financial statement amounts into USD are recorded as a separate component of accumulated other comprehensive loss within Stockholders’ equity (deficit). We used the exchange rates in the following table to translate amounts denominated in non-USD currencies as of and for the periods noted: SCHEDULE OF FOREIGN CURRENCY TRANSLATION Year end exchange rate: March 31, 2024 March 31, 2023 GBP:USD 1.26254 1.23682 HKD:USD 0.12778 0.12739 CHF:USD 1.10871 1.09521 Year end exchange rate 1.10871 1.09521 Average exchange rate: March 31, 2024 March 31, 2023 Years Ended Average exchange rate: March 31, 2024 March 31, 2023 GBP:USD 1.27055 1.20549 HKD:USD 0.12782 0.12756 CHF:USD 1.12514 1.04924 A verage exchange rate 1.12514 1.04924 The following table, reported in USD, disaggregates our cash balances by currency denomination: SCHEDULE OF CASH BALANCES BY CURRENCY DENOMINATION Cash denominated in: March 31, 2024 March 31, 2023 $’000 $’000 USD $ 7,187 $ 3,325 GBP 598 447 HKD 27 21 CHF 14 18 EUR 84 895 CNY - 6 Cash $ 7,910 $ 4,712 Our cash primarily consists of funds held in bank accounts and third party payment platforms. SCHEDULE OF FUNDS HELD IN BANK AND THIRD PARTY PAYMENT PLATFORMS Cash held by Chase $ 6,180 $ - Cash held by HSBC 1,637 4,405 Cash held by other banks 45 66 Cash held by third party payment platforms 46 239 Petty cash 2 2 Total Cash $ 7,910 $ 4,712 The Company maintains the majority of cash at HSBC where the balances are insured by the Federal Deposit Insurance Corporation (FDIC) up to $ 250,000 . At times, the cash balances may exceed the FDIC-insured limit. As of March 31, 2024, we do not believe we have any significant concentrations of credit risk due to the strong credit rating of HSBC and the cash balance is expected to be utilized within 6 months to fund working capital requirements. The cash held by other banks is within the FDIC insured amount and cash held by third party payment platforms are short term timing balances. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 17. COMMITMENTS AND CONTINGENCIES Legal proceedings - On December 20, 2023, Aspen Skiing Company, LLC filed a complaint against the Company in the United States District Court for the District of Colorado, alleging, among other things, trademark infringement, false association, false endorsement, unfair competition and deceptive trade practices by the Company. Management has determined, after the advice of legal counsel, that the claims and actions related to such complaint are not expected to have a material adverse effect on our financial condition because management believes that the lawsuit will not succeed on the merits and the risk of any material loss is remote. The claims relate to the Company’s social media posts of models and influencers in ski gondolas on the mountain owned by Aspen Skiing Company and now discontinued limited edition clothing sold by the Company that included images, which were licensed by the Company from a photographer, of a skier’s rest area in Aspen that Aspen Skiing Company calls the “AspenX Beach Club.” The complaint seeks injunctive relief, but no motion for injunctive relief has been filed in the suit. The complaint also seeks delivery of all infringing material to Aspen Skiing Company and an award of the Company’s profits and Aspen Skiing Company’s damages in an amount to be determined at trial, costs incurred by Aspen Skiing Company in the action, their attorney’s fees and treble damages. Capital commitments no purchase obligations as of March 31, 2024, related to purchase orders to factories for the manufacture of finished goods. All future obligations are to be financed by HSBC letters of credit and comprise the balance held as restricted cash on the consolidated balance sheets. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Mar. 31, 2024 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | 18. RELATED PARTY TRANSACTIONS Consulting Agreements with Directors Certain directors of the Company and its subsidiaries, provided consulting and advisory services for the Company which are included in the selling, general and administrative expenses in the accompanying consolidated statement of operations for the years then ended. As of March 31, 2024 and 2023, $ 0 22 SCHEDULE OF DIRECTORS COMPANY SUBSIDIARIES March 31, 2024 March 31, 2023 Years Ended March 31, 2024 March 31, 2023 $’000 $’000 (A) Max Gottschalk (director of the Company) 181 135 (B) Jane Gottschalk (director of the Company) - 48 (C) Tracy Barwin (director of the Company) 121 89 (D) Andreas Keijsers (director of a subsidiary) 22 48 Expenses for Related Parties 324 320 (A) We, through PMA, are party to a consulting agreement with Max Gottschalk, dated May 15, 2019, which continues until terminated in accordance with its terms, during which Mr. Gottschalk is entitled to receive fees for services rendered amounting to £ 8,000 per month from April 2021 to November 2022 and £ 12,000 per month since December 2022. These amounts are in lieu of any other cash payments or equity awards Mr. Gottschalk may otherwise have been entitled to receive as a member of our board of directors. (B) We, through PMA, were party to a consulting agreement with Jane Gottschalk, dated April 30, 2018, pursuant to which Ms. Gottschalk was entitled to receive £ 8,000 per month since April 1, 2019, for services rendered. These amounts are in lieu of any other cash payments or equity awards Ms. Gottschalk may otherwise have been entitled to receive as a member of our board of directors. The consulting agreement was terminated effective September 1, 2022, after which Ms. Gottschalk became an employee of PMUK. (C) We were party to a consulting agreement with Tracy Barwin, dated November 18, 2022, pursuant to which Ms. Barwin was entitled to receive £ 1,500 per day for services rendered with a minimum commitment of two days per month. These amounts were in lieu of any other cash payments or equity awards Ms. Barwin may otherwise have been entitled to receive as a member of our board of directors. The consulting agreement with Ms. Barwin was terminated in October 2023 and replaced by an independent director agreement. (D) We, through PMA, were party to a consulting agreement with Arnhem Consulting Limited (“Arnhem”), a company controlled by Andre Keijsers, dated February 28, 2017, pursuant to which Arnhem was entitled to receive £ 1,200 per month for services rendered. The consulting agreement was terminated in September 2023 as a result of Mr. Keijsers becoming a director of the Company. Other The Company has engaged Deliberate Software Limited (“Deliberate”) as a supplier for IT services amounting to $ 383 321 90 14 100,351 100,351 On June 29, 2022, the Company entered into a short-term loan of $ 202 16 22 19,570 19,570 On June 26, 2023, our HSBC trade finance facility became secured by a standby documentary credit for $ 1,000 8 November 26, 2023 10 56 4,000 The Chairman of our board of directors, Max Gottschalk, has provided a $ 4,000 4,000 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Mar. 31, 2024 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 19. SUBSEQUENT EVENTS Employee Stock Plans On June 18, 2024, the Company granted stock options to employees to purchase a total of 508,194 2.40 four years |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Going concern | Going concern The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the ordinary course of business. Through March 31, 2024, the Company has funded its operations with proceeds from the sale of common stock from the initial public offering and the issuance of common stock, alongside existing trade, invoice and shareholder financing arrangements. The Company has incurred recurring losses, including a net loss of $ 8,722 for the year ended March 31, 2024 and used cash in operations of $ 4,453 during that period. As of March 31, 2024, the Company had an accumulated deficit of $ 48,977 These factors raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying Consolidated Financial Statements do not include any adjustments as a result of this uncertainty. Management’s plans to alleviate the conditions that raise substantial doubt include: ● Taking out short-term loans and debt factoring to assist with working capital shortfalls ● Exploring sources of long-term funding in the private markets and additional equity financing ● Closely monitoring the collection of debts ● Strategies and plans in place to deliver improved margins in the next financial year The Company’s ability to continue as a going concern for 12 months from the date these Consolidated Financial Statements were available to be issued is dependent upon its ability to generate sufficient cash flows from operations to meet its obligations, which it has not been able to accomplish to date, and to obtain additional capital financing. No assurance can be given that the Company will be successful in these efforts mentioned above. During the year ended March 31, 2024, the Company generated net proceeds totaling $ 8,188 |
Use of Estimates | Use of Estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and judgments in applying the Company’s accounting policies that affect the reported amounts and disclosures made in the consolidated financial statements and accompanying notes. Management continually evaluates the estimates and judgments it uses. These estimates and judgments have been applied in a manner consistent with prior periods and there are no known trends, commitments, events or uncertainties that management believe will materially affect the methodology or assumptions utilized in making these estimates and judgments in these financial statements. Significant estimates inherent in the preparation of the consolidated financial statements include reserves for uncollectible accounts receivables, realizability of inventory; customer returns; useful lives and impairments of long-lived tangible and intangible assets; realization of deferred tax assets and related uncertain tax positions; and the valuation of stock-based compensation awards. Actual results may differ from these judgements and estimates under different assumptions or conditions and any such differences may be material. |
Revenue Recognition | Revenue Recognition The majority of the Company’s revenue is recognized at a point in time based on the transfer of control. In addition, the majority of the Company’s contracts do not contain variable consideration and contract modifications are minimal. The majority of the Company’s revenue arrangements generally consist of a single performance obligation to transfer promised goods. Revenue is reported net of markdowns, discounts and sales taxes collected from customers on behalf of taxing authorities. Revenue is also presented net of an allowance for expected returns where contracts include the right of return. The Company estimates returns on an ongoing basis to estimate the consideration from the customer that the Company expects to ultimately receive. Consideration in determining the Company’s estimates for returns may include agreements with customers, the Company’s return policy and historical and current trends. The Company records the returns as a reduction to net sales in its consolidated statements of operations and the recognition of a provision for returns within accrued expenses in its consolidated balance sheets and the estimated value of inventory expected to be returned as an adjustment to inventories, net. As of March 31, 2024 and 2023, the returns provision was $ 346 366 Revenue is comprised of direct-to-consumer ecommerce revenue through the Company’s website and revenue related to wholesalers. The following table details the revenue split: SCHEDULE OF REVENUE SPLIT March 31, 2024 March 31, 2023 Wholesale revenues $ 14,060 $ 14,888 Ecommerce revenues 10,383 8,550 Total Revenues $ 24,443 $ 23,438 Revenue is recognized when performance obligations are satisfied through the transfer of control of promised goods to the Company’s customers. Control transfers once a customer has the ability to direct the use of, and obtain substantially all of the benefits from, the product. This includes the transfer of legal title, physical possession, the risks and rewards of ownership, and customer acceptance. For direct-to-consumer ecommerce revenue, the Company receives payment before the customer receives the promised goods. Revenue is only recognized once the goods have been delivered to the customer. Sales to wholesale customers are recognized when the customer has control which will depend on the agreed upon International Commercial Terms (“inco-terms”). For inventories sold on consignment to wholesalers, the Company records revenue when the inventory is sold to the third-party customer by the wholesaler. The Company may issue merchant credits, which are essentially refund credits. The merchant credits are initially deferred and subsequently recognized as revenue when tendered for payment. |
Cost of goods sold | Cost of goods sold Cost of goods sold includes the cost of purchased merchandise, which includes: - acquisition and production costs including raw material and labor as applicable; - the cost incurred to deliver inventory to the Company’s third-party distribution centers including freight, non-refundable taxes, duty, and other landing costs; - the service fees of the Company’s third-party fulfillment and distribution centers; and - reserves for inventory. |
Accounts receivable | Accounts receivable Accounts receivable primarily arise out of sales to wholesale accounts and ecommerce partners. The allowance for doubtful accounts represents management’s best estimate of probable credit losses in accounts receivable using the incurred loss methodology. Receivables are written off against the allowance when management believes that it is probable the amount receivable will not be recovered. Additionally, the Company records higher allowances in the first and third quarters following its peak sales seasons after the Company determines it to be probable that it will not collect the related receivables. As of March 31, 2024 and 2023, the Company had $ 558 341 1,035 997 |
Geographic concentration | Geographic concentration Although the Company is organized fundamentally as one business segment, the Company’s revenues are primarily split between three geographic areas: the U.S., Europe and the United Kingdom (the “U.K.”). Customers in these regions are served by our leadership, production and operations teams in the U.K. and Hong Kong. The table below reflects total net revenues attributed to Europe (excluding the United Kingdom), United States, United Kingdom, and the rest of the world: SCHEDULE OF NET REVENUE FROM GEOGRAPHIC AREAS March 31, 2024 March 31, 2023 Year Ended March 31, 2024 March 31, 2023 Europe (excluding United Kingdom) $ 7,909 32 % $ 7,233 31 % United States 9,935 41 % 10,348 44 % United Kingdom 4,845 20 % 4,269 18 % Rest of the World 1,754 7 % 1,588 7 % Total Revenues $ 24,443 $ 23,438 The long-lived assets of the Company primarily relate to property and equipment, intangible assets and operating lease right-of-use assets in the U.K. and Hong Kong. Total long-lived assets as of March 31, 2024 were $ 557 98 1,086 56 |
Supplier concentration | Supplier concentration For the years ended March 31, 2024 and 2023, the largest single supplier of manufactured goods, Everich Garments Group Ltd., produced 75 72 79 70 |
Customer concentration | Customer concentration For the twelve months ended March 31, 2024, we had one customer that accounted for approximately 13 % or $ 3,168 of total revenues individually and in aggregate. There was no accounts receivable balance for this customer as of March 31, 2024. The Company has ended its wholesale relationship with this customer as part of a broader strategy to enhance our relationships with our entire customer base. For the twelve months ended March 31, 2023, we had one customer that accounted for approximately 12 2,786 41 Accounts receivable For the twelve months ended March 31, 2024, we had two customers that accounted for approximately 27 18 Accounts payable On March 31, 2024, the three largest accounts payable accounts to our vendors represented 15 7 6 56 5 3 |
Property and Equipment | Property and Equipment Property, plant and equipment are recorded at cost less accumulated depreciation. Cost consists of purchase price, conversion cost and estimated cost of dismantling and restoration. Expenditure such as repairs and maintenance, overhaul costs and borrowing costs are normally charged to profit or loss when they are incurred. Expenditures resulting in increases in the future economic benefits of the property, plant and equipment are capitalized. Software & Website Development costs are for applications and software with respect to operating our business. For such projects, planning cost and other costs related to the preliminary project stage, as well as costs incurred for post-implementation activities, are expensed as incurred. We capitalize costs incurred during the application development phase only when we believe it is probable the development will result in new or additional functionality. The types of costs capitalized during the application development phase include fees incurred with third parties for consulting, programming and other development activities performed to complete the software or website. We amortize the assets on a straight-line basis over an estimated useful life of three years. If we identify any software or website to be abandoned, the cost less the accumulated amortization, if any, is recorded as amortization expense. The residual values and useful lives of the property, plant and equipment are reviewed when there are indications that the residual value or useful life of an asset has significantly changed following the end of the previous reporting period. If necessary, the residual value, depreciation method or useful life of that asset is amended prospectively to reflect the new expectation. The following estimated useful lives are used for the depreciation of property, plant and equipment: SCHEDULE OF ESTIMATED USEFUL LIVES IN PROPERTY AND EQUIPMENT Useful Life Method Furniture and Fixtures 5 Straight-line Office Equipment 3 5 Straight-line Leasehold Improvements 5 Straight-line Software & Website Development 3 Straight-line Computer Equipment 3 Straight-line |
Leases | Leases At lease commencement, which is generally when the Company takes possession of the asset, the Company records a lease liability and corresponding right-of-use asset. Lease liabilities represent the present value of minimum lease payments over the expected lease term, which includes options to extend or terminate the lease when it is reasonably certain those options will be exercised. The present value of the lease liability is determined using the Company’s incremental borrowing rate as of lease commencement. Minimum lease payments include base rent, fixed escalation of rental payments, and rental payments that are adjusted periodically depending on a rate or index. Non-lease components are generally services that the lessor performs for the Company associated with the leased asset, such as common area maintenance. Right-of-use assets represent the right to control the use of the leased asset during the lease and are initially recognized in an amount equal to the lease liability. In addition, prepaid rent, initial direct costs, and adjustments for lease incentives are components of the right-of-use asset. Over the lease term, the lease expense is amortized on a straight-line basis beginning on the lease commencement date. A right-of-use asset and lease liability are not recognized for leases with an initial term of 12 months or less, and the lease expense is recognized on a straight-line basis over the lease term. As of March 31, 2024 and March 31, 2023, the Company has four property leases, which are all accounted for as operating leases under ASC 842. Short-term leases are accounted for under the short-term lease practical expedient of ASC 842. |
Long-Lived Asset | Long-Lived Asset Long-lived assets held for use, including intangible assets with finite lives, right-of-use assets and property, plant and equipment, are evaluated for impairment when the occurrence of events or a change in circumstances indicates that the carrying value of the assets may not be recoverable as measured by comparing their carrying value to the estimated undiscounted future cash flows generated by their use and eventual disposition. Impaired assets are recorded at fair value, determined principally by discounting the future cash flows expected from their use and eventual disposition. Reductions in asset values resulting from impairment valuations are recognized in income in the period that the impairment is determined. No impairment of long-lived assets was required for the years ended March 31, 2024 and 2023. |
Income Taxes | Income Taxes The Company follows the liability method with respect to accounting for income taxes. Deferred income tax assets and liabilities are determined based on the temporary differences between the carrying amounts and the tax bases of assets and liabilities, and for tax losses, tax credit carryforwards, and other tax attributes. Deferred income tax assets and liabilities are measured using enacted tax rates, for the appropriate tax jurisdiction, which are expected to be in effect when these differences are anticipated to reverse. Deferred income tax assets are reduced by a valuation allowance, if based on the weight of available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The evaluation as to the likelihood of realizing the benefit of a deferred income tax asset is based on the timing of scheduled reversals of deferred tax liabilities, taxable income forecasts, and tax-planning strategies. The recognition of a deferred income tax asset is based upon several assumptions and forecasts, including current and anticipated taxable income, the utilization of previously unrealized non-operating loss carryforwards, and regulatory reviews of tax filings. The Company evaluates its tax filing positions and recognizes tax benefits that are considered more likely than not to be sustained upon examination by the relevant taxing authorities based on the technical merits of the position. This determination requires the use of significant judgment. Income tax expense is adjusted in the period in which an uncertain tax position is effectively settled, the statute of limitations expires, facts or circumstances change, tax laws change, or new information becomes available. The Company’s policy is to recognize interest expense and penalties related to income tax matters separately as an income or expense item. |
Selling, general and administrative expenses | Selling, general and administrative expenses Selling, general and administrative expenses consist of all operating costs not otherwise included in cost of goods sold or marketing and advertising expenses. The Company’s selling, general and administrative expenses include personnel costs, sales commissions, recruitment fees, legal and professional fees, information technology, accounting, travel and lodging, occupancy costs and depreciation and amortization. |
Foreign currency | Foreign currency Foreign currency transactions denominated in a currency other than an entity’s functional currency are remeasured into the functional currency using the spot rate at the date of the transaction with any resulting gains and losses recognized in operating expenses except for gains and losses arising on intercompany foreign currency transactions that are of a long-term investment nature, which are recorded as a foreign currency translation adjustment in other comprehensive income or loss The functional currency for each entity included in these Consolidated Financial Statements that is domiciled outside of the United States is generally the applicable local currency. Assets and liabilities of each foreign entity are translated into U.S. dollars at the exchange rate in effect on the balance sheet date. Revenue and expenses are translated on a monthly basis using the average rate for that month as a close approximation. Unrealized translation gains and losses are recorded as a foreign currency translation adjustment, which is included in other comprehensive income or loss, which is a component of accumulated other comprehensive income or loss included in stockholders’ equity (deficit). |
Stock-based compensation | Stock-based compensation The Company accounts for equity based awards based on ASC 505 and 718, whereby the value of the award is measured on the date of grant and recognized as compensation expense on a straight-line basis over the vesting period. The Company measures fair value as of the grant date for options and warrants using the Black Scholes option pricing model and for common share awards using a weighted average of the Black Scholes method and probability-weighted expected return method (PWERM). The inputs into the Black Scholes option pricing model are subjective and generally require significant judgment. The fair value of the shares of common and preferred stock has historically been determined by the Company’s management with the assistance of third-party specialists as there was no public market for the common stock. The fair value is obtained by considering a number of objective and subjective factors, including the valuation of comparable companies, sales of preferred stock to unrelated third parties, projected operating and financial performance, the lack of liquidity of common and preferred stock and general and industry specific economic outlook, amongst other factors. The expected term represents the period that the Company’s stock options are expected to be outstanding and is determined using the simplified method (based on the mid-point between the vesting date and the end of the contractual term) as the Company’s stock option exercise history does not provide a reasonable basis upon which to estimate expected term. Because the Company was privately held for a portion of the periods covered by these financial statements and historically did not have an active trading market for its common and preferred stock for a sufficient period of time, the expected volatility was estimated based on the average volatility for comparable publicly traded companies, over a period equal to the expected term of the stock option grants. The Company listing on NYSE American on February 8, 2024 and now uses the closing price on the day of grant to determine FMV and for the stock options issued in Q4 2024 the company used the average of five similar companies based by one or all the following factors to determine volatility: industry, revenue, market capitalization. The risk-free rate assumption is based on the U.S. Treasury zero coupon issues in effect at the time of grant for periods corresponding with the expected term of the option. The Company has never paid dividends on its common stock and does not anticipate paying dividends on common stock in the foreseeable future. Therefore, the Company uses an expected dividend yield of zero |
Income / loss per share of common stock | Income / loss per share of common stock Basic net income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding for the period. Diluted earnings per share is computed by dividing the net income applicable to common stockholders by the weighted average number of shares of common stock outstanding plus the number of additional shares of common stock that would have been outstanding if all dilutive potential shares of common stock had been issued using the treasury stock method. Potential shares of common stock are excluded from the computation when their effect is antidilutive. The dilutive effect of potentially dilutive securities is reflected in diluted net income per share if the exercise prices were lower than the average fair market value of common stock during the reporting period. Potentially dilutive stock options and securities as presented in the table below were excluded from the computation of diluted net income (loss) per share, because the effect would be anti-dilutive. As the Company incurred losses in the years ended March 31, 2024 and 2023, basic and diluted weighted-average shares are the same in the loss per share calculation, in accordance with ASC 260-10-45-20. SCHEDULE OF ANTIDILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF DILUTED NET INCOME (LOSS) PER SHARE March 31, 2024 March 31, 2023 Options to acquire common stock 1,108,356 299,957 Restricted stock units to acquire stock 225,000 - Warrants to acquire common stock 66,700 - Series A convertible preferred stock - 5,323,782 Series B convertible preferred stock - 1,189,998 Convertible debt financing - 2,815,463 Antidilutive securities 1,400,056 9,629,200 On February 12, 2024, all outstanding shares of our Series A and Series B convertible preferred stock were automatically converted into 5,323,782 and 1,189,998 shares of common stock, respectively, in connection with the closing of the initial public offering. The $ 10,002 in principal amount plus accrued interest in the amount of $ 1,985 automatically converted into Company common stock, at 80 % of the initial public offering price into an aggregate of 2,497,267 shares of common stock (see note 11). |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company follows the guidance of FASB ASC 820 and ASC 825 for disclosure and measurement of the fair value of its financial instruments. FASB ASC 820 establishes a framework for measuring fair value under GAAP and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, ASC 820 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by ASC 820 are described below: Level 1: Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2: Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3: Pricing inputs that are generally observable inputs and not corroborated by market data. The carrying amount of the Company’s financial assets and liabilities, such as cash and cash equivalents, prepaid expenses, and accounts payable and accrued expenses approximate their fair value due to their short-term nature. The carrying values of capital lease obligations and debt obligations approximate their fair values due to the fact that the interest rates on these obligations are based on prevailing market interest rates. Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest or credit risks arising from these financial instruments. |
Segment Reporting | Segment Reporting Accounting Standards Codification (“ASC”) Topic 280, “Disclosures about Segments of an Enterprise and Related Information” establishes standards for the way that public business enterprises report information about operating segments in annual financial statements and requires those enterprises to report selected information about operating segments in interim financial reports issued to stockholders. Management has determined that the Company operates in one business segment, product sales. |
Reclassifications | Reclassifications The Company has reclassified broker commission costs amounting to $ 687 |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In September 2022, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) No. 2022-04, “Disclosure of Supplier Finance Program Obligations” (“ASU 2022-04”). ASU 2022-04 requires entities to disclose the key terms of supplier finance programs they use in connection with the purchase of goods and services, along with the amount of obligations outstanding at the end of each period and an annual roll forward of such obligations. This standard does not affect the recognition, measurement, or financial statement presentation of supplier finance program obligations. ASU 2022-04 is effective for the Company for the year ending March 31, 2024 and is to be applied retrospectively to all periods in which a balance sheet is presented. The annual roll forward disclosure is not required to be made until the year ending March 31, 2025 and is to be applied prospectively. The Company doesn’t believe the adoption will have a material effect on the financial statements. Other than the new disclosure requirements, ASU 2022-04 will not have an impact on the Company’s consolidated financial statements. In March 2023, the Financial Accounting Standards Board (“FASB”) ) issued ASU 2024-01 to amend the guidance in Accounting Standards Codification (“ASC”) 718 Compensation—Stock Compensation (Topic 718) . In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosure Segment Reporting ASUs recently issued but not listed above were assessed and determined to be either not applicable or are expected to have minimal impact on the consolidated financial position or results of operations. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
SCHEDULE OF REVENUE SPLIT | Revenue is comprised of direct-to-consumer ecommerce revenue through the Company’s website and revenue related to wholesalers. The following table details the revenue split: SCHEDULE OF REVENUE SPLIT March 31, 2024 March 31, 2023 Wholesale revenues $ 14,060 $ 14,888 Ecommerce revenues 10,383 8,550 Total Revenues $ 24,443 $ 23,438 |
SCHEDULE OF NET REVENUE FROM GEOGRAPHIC AREAS | The table below reflects total net revenues attributed to Europe (excluding the United Kingdom), United States, United Kingdom, and the rest of the world: SCHEDULE OF NET REVENUE FROM GEOGRAPHIC AREAS March 31, 2024 March 31, 2023 Year Ended March 31, 2024 March 31, 2023 Europe (excluding United Kingdom) $ 7,909 32 % $ 7,233 31 % United States 9,935 41 % 10,348 44 % United Kingdom 4,845 20 % 4,269 18 % Rest of the World 1,754 7 % 1,588 7 % Total Revenues $ 24,443 $ 23,438 |
SCHEDULE OF ESTIMATED USEFUL LIVES IN PROPERTY AND EQUIPMENT | SCHEDULE OF ESTIMATED USEFUL LIVES IN PROPERTY AND EQUIPMENT Useful Life Method Furniture and Fixtures 5 Straight-line Office Equipment 3 5 Straight-line Leasehold Improvements 5 Straight-line Software & Website Development 3 Straight-line Computer Equipment 3 Straight-line |
SCHEDULE OF ANTIDILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF DILUTED NET INCOME (LOSS) PER SHARE | SCHEDULE OF ANTIDILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF DILUTED NET INCOME (LOSS) PER SHARE March 31, 2024 March 31, 2023 Options to acquire common stock 1,108,356 299,957 Restricted stock units to acquire stock 225,000 - Warrants to acquire common stock 66,700 - Series A convertible preferred stock - 5,323,782 Series B convertible preferred stock - 1,189,998 Convertible debt financing - 2,815,463 Antidilutive securities 1,400,056 9,629,200 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 12 Months Ended |
Mar. 31, 2024 | |
Inventory Disclosure [Abstract] | |
SCHEDULE OF INVENTORY | Inventories are initially measured at cost and subsequently measured at the lower of cost or net realizable value. Cost is determined on a first-in, first-out basis. The following table details the primary categories for the periods presented. SCHEDULE OF INVENTORY March 31, 2024 March 31, 2023 $’000 $’000 Finished goods $ 2,680 $ 2,685 Raw materials 721 585 Goods in transit 14 - Finished goods on consignment 205 - Total inventories 3,620 3,270 Inventory reserve (1,390 ) (1,008 ) Total inventories, net $ 2,230 $ 2,262 |
PREPAID AND OTHER CURRENT ASS_2
PREPAID AND OTHER CURRENT ASSETS (Tables) | 12 Months Ended |
Mar. 31, 2024 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
SCHEDULE OF PREPAID AND OTHER CURRENT ASSETS | Amounts recorded in prepaid and other current assets are expected to be realized within one year. The following table describes the major items for the periods presented. SCHEDULE OF PREPAID AND OTHER CURRENT ASSETS March 31, March 31, $’000 $’000 Deposits and prepayments 436 150 Prepaid marketing costs - 185 Other receivables 306 373 Total 742 708 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Mar. 31, 2024 | |
Property, Plant and Equipment [Abstract] | |
SCHEDULE OF PROPERTY AND EQUIPMENT | Property and equipment consisted of the following: SCHEDULE OF PROPERTY AND EQUIPMENT March 31, March 31, $’000 $’000 Furniture and Fixtures $ 177 $ 177 Office Equipment 57 52 Leasehold Improvements 29 29 Software and Website Development 1,886 1,676 Computer Equipment 121 91 Property and equipment, gross 2,270 2,025 Accumulated depreciation (1,768 ) (1,192 ) Property and equipment, net $ 502 $ 833 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Mar. 31, 2024 | |
Leases | |
SCHEDULE OF LEASE EXPENSE | SCHEDULE OF LEASE EXPENSE Lease expense March 31, 2024 March 31, 2023 Years Ended Lease expense March 31, 2024 March 31, 2023 $’000 $’000 Net lease expense: Operating lease expense $ 299 $ 210 Total lease expense $ 299 $ 210 Weighted-average remaining lease term - Years 1.53 0.96 Weighted-average discount rate 5 % 9 % |
SCHEDULE OF LEASE BALANCE SHEET CLASSIFICATION | SCHEDULE OF LEASE BALANCE SHEET CLASSIFICATION Balance sheet classification March 31, 2024 March 31, 2023 $’000 $’000 Right-of-use assets $ 143 $ 297 Current lease liabilities $ 101 $ 299 Non-current lease liabilities 44 8 Total operating lease liabilities $ 145 $ 307 |
SCHEDULE OF FUTURE MATURITY OF LEASE LIABILITIES | SCHEDULE OF FUTURE MATURITY OF LEASE LIABILITIES Maturity of lease liabilities March 31, 2024 March 31, 2023 $’000 $’000 Within one year $ 109 $ 318 Within one to two years 45 9 Total lease payments 154 327 Discount rate (9 ) (20 ) Present value of lease liabilities $ 145 $ 307 |
ACCRUED EXPENSES (Tables)
ACCRUED EXPENSES (Tables) | 12 Months Ended |
Mar. 31, 2024 | |
Payables and Accruals [Abstract] | |
SCHEDULE OF ACCRUED EXPENSES | SCHEDULE OF ACCRUED EXPENSES March 31, 2024 March 31, 2023 $’000 $’000 Accrued expenses $ 1,002 $ 606 Returns provision 298 366 Accrued import duties 294 - Merchant credit 63 61 Indirect taxes 1,040 357 Total $ 2,697 $ 1,390 |
TRADE FINANCE FACILITY (Tables)
TRADE FINANCE FACILITY (Tables) | 12 Months Ended |
Mar. 31, 2024 | |
Trade Finance Facility | |
SCHEDULE OF TRADE FINANCE FACILITY | SCHEDULE OF TRADE FINANCE FACILITY March 31, 2024 March 31, 2023 $’000 $’000 Trade finance facility $ - $ 26 Total $ - $ 26 |
CONVERTIBLE DEBT OBLIGATIONS (T
CONVERTIBLE DEBT OBLIGATIONS (Tables) | 12 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF CONVERTIBLE DEBT OBLIGATIONS | SCHEDULE OF CONVERTIBLE DEBT OBLIGATIONS December 31, 2023 March 31, 2023 $’000 $’000 Convertible debt $ - $ 11,262 Unamortized debt discount - (492 ) Total Convertible debt obligations $ - $ 10,770 |
RESTRICTED STOCK UNITS (Tables)
RESTRICTED STOCK UNITS (Tables) | 12 Months Ended |
Mar. 31, 2024 | |
Restricted Stock Units | |
SCHEDULE OF RESTRICTED STOCK UNIT ACTIVITY | A summary of restricted stock unit activity for the years ended March 31, 2024 and 2023 are presented below. SCHEDULE OF RESTRICTED STOCK UNIT ACTIVITY Weighted- Average Grant Date Shares Fair Value Fair Value Non-vested at March 31, 2023 - $ - $ - Granted 300,000 1,230 4.10 Vested/deemed vested (75,000 ) (429 ) 4.10 Forfeited - - - Non-vested at March 31, 2024 225,000 $ 801 $ 4.10 |
STOCK OPTIONS (Tables)
STOCK OPTIONS (Tables) | 12 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
SCHEDULE OF STOCK OPTION ACTIVITY | A summary of option activity for the years ended March 31, 2024 and 2023 are presented below: SCHEDULE OF STOCK OPTION ACTIVITY Weighted- Weighted- Average Average Remaining Aggregate Exercise Contractual Intrinsic Options Price Life (Years) Value Outstanding at March 31, 2022 545,378 $ 1.32 3.2 $ 1,190 Granted 136,344 0.01 - - Forfeited (381,766 ) (0.63 ) - - Exercised - - - - Outstanding at March 31, 2023 299,956 1.60 1.94 1,320 Granted 808,400 4.10 - - Forfeited - - - - Exercised - - - - Outstanding at March 31, 2024 1,108,356 $ 3.42 3.42 $ 595 Vested March 31, 2024 387,784 $ 2.19 $ 594 Exercisable at March 31, 2024 366,898 $ 2.08 $ 594 |
SCHEDULE OF FAIR VALUE OF SHARE OPTION AWARDS | The fair value of the share option awards was estimated using the Black-Scholes method and probability-weighted expected return method (PWERM) based on the following weighted-average assumptions: SCHEDULE OF FAIR VALUE OF SHARE OPTION AWARDS Year Ended Year Ended March 31, March 31, Expected life in years 5.0 and 10.0 3.5 Stock price volatility 129.1 % 40 %- 45 % Risk free interest rate 1.74 - 1.81 % 0.37 %- 0.49 % Expected dividends 0 % 0 % Forfeiture rate 25.7 % 0 % |
STOCK WARRANTS (Tables)
STOCK WARRANTS (Tables) | 12 Months Ended |
Mar. 31, 2024 | |
Stock Warrants | |
SCHEDULE OF WARRANTS ACTIVITY | A summary of warrant activity for the years ended March 31, 2024 and 2023 are presented below: SCHEDULE OF WARRANTS ACTIVITY Weighted- Weighted- Average Average Remaining Aggregate Exercise Contractual Intrinsic Options Price Life (Years) Value Outstanding at March 31, 2023 - - - - Granted 66,700 7.50 - - Forfeited - - - - Exercised - - - - Outstanding at March 31, 2024, all vested 66,700 $ 7.50 4.87 $ - |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Mar. 31, 2024 | |
Income Tax Disclosure [Abstract] | |
SCHEDULE OF INCOME TAX BENEFIT EXPENSE | Components of income tax (benefit) expense were as follows: SCHEDULE OF INCOME TAX BENEFIT EXPENSE March 31, 2024 March 31, 2023 Years Ended March 31, 2024 March 31, 2023 $’000 $’000 Current $ - $ (121 ) Deferred - - Total income tax (benefit) expense $ - $ (121 ) |
SCHEDULE OF RECONCILIATION OF INCOME TAXES | The reconciliation of income taxes computed at the U.S. federal statutory tax rate to our income tax (benefit) expense is as follows: SCHEDULE OF RECONCILIATION OF INCOME TAXES March 31, 2024 March 31, 2023 $’000 $’000 Loss before income tax at 21 $ ) $ (2,189 ) Change in valuation allowance 1,211 2,097 Foreign tax differential 102 55 Other permanent items 518 37 R&D tax credit - (121 ) Income tax (benefit) expense $ - $ (121 ) |
SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES | SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES March 31, 2024 March 31, 2023 $’000 $’000 Deferred tax liabilities: Fixed and intangible assets $ 113 $ 101 Inventory - - Total deferred tax liabilities 113 101 Deferred tax assets: Tax loss carryforward 7,312 6,352 Stock compensation expense 535 197 IPO expenses 163 - Valuation allowance (7,897 ) (6,448 ) Total deferred tax assets 113 101 Deferred tax assets, net $ - $ - |
FOREIGN CURRENCY TRANSLATION (T
FOREIGN CURRENCY TRANSLATION (Tables) | 12 Months Ended |
Mar. 31, 2024 | |
Foreign Currency [Abstract] | |
SCHEDULE OF FOREIGN CURRENCY TRANSLATION | We used the exchange rates in the following table to translate amounts denominated in non-USD currencies as of and for the periods noted: SCHEDULE OF FOREIGN CURRENCY TRANSLATION Year end exchange rate: March 31, 2024 March 31, 2023 GBP:USD 1.26254 1.23682 HKD:USD 0.12778 0.12739 CHF:USD 1.10871 1.09521 Year end exchange rate 1.10871 1.09521 Average exchange rate: March 31, 2024 March 31, 2023 Years Ended Average exchange rate: March 31, 2024 March 31, 2023 GBP:USD 1.27055 1.20549 HKD:USD 0.12782 0.12756 CHF:USD 1.12514 1.04924 A verage exchange rate 1.12514 1.04924 |
SCHEDULE OF CASH BALANCES BY CURRENCY DENOMINATION | The following table, reported in USD, disaggregates our cash balances by currency denomination: SCHEDULE OF CASH BALANCES BY CURRENCY DENOMINATION Cash denominated in: March 31, 2024 March 31, 2023 $’000 $’000 USD $ 7,187 $ 3,325 GBP 598 447 HKD 27 21 CHF 14 18 EUR 84 895 CNY - 6 Cash $ 7,910 $ 4,712 |
SCHEDULE OF FUNDS HELD IN BANK AND THIRD PARTY PAYMENT PLATFORMS | Our cash primarily consists of funds held in bank accounts and third party payment platforms. SCHEDULE OF FUNDS HELD IN BANK AND THIRD PARTY PAYMENT PLATFORMS Cash held by Chase $ 6,180 $ - Cash held by HSBC 1,637 4,405 Cash held by other banks 45 66 Cash held by third party payment platforms 46 239 Petty cash 2 2 Total Cash $ 7,910 $ 4,712 |
RELATED PARTY TRANSACTIONS (Tab
RELATED PARTY TRANSACTIONS (Tables) | 12 Months Ended |
Mar. 31, 2024 | |
Related Party Transactions [Abstract] | |
SCHEDULE OF DIRECTORS COMPANY SUBSIDIARIES | SCHEDULE OF DIRECTORS COMPANY SUBSIDIARIES March 31, 2024 March 31, 2023 Years Ended March 31, 2024 March 31, 2023 $’000 $’000 (A) Max Gottschalk (director of the Company) 181 135 (B) Jane Gottschalk (director of the Company) - 48 (C) Tracy Barwin (director of the Company) 121 89 (D) Andreas Keijsers (director of a subsidiary) 22 48 Expenses for Related Parties 324 320 (A) We, through PMA, are party to a consulting agreement with Max Gottschalk, dated May 15, 2019, which continues until terminated in accordance with its terms, during which Mr. Gottschalk is entitled to receive fees for services rendered amounting to £ 8,000 per month from April 2021 to November 2022 and £ 12,000 per month since December 2022. These amounts are in lieu of any other cash payments or equity awards Mr. Gottschalk may otherwise have been entitled to receive as a member of our board of directors. (B) We, through PMA, were party to a consulting agreement with Jane Gottschalk, dated April 30, 2018, pursuant to which Ms. Gottschalk was entitled to receive £ 8,000 per month since April 1, 2019, for services rendered. These amounts are in lieu of any other cash payments or equity awards Ms. Gottschalk may otherwise have been entitled to receive as a member of our board of directors. The consulting agreement was terminated effective September 1, 2022, after which Ms. Gottschalk became an employee of PMUK. (C) We were party to a consulting agreement with Tracy Barwin, dated November 18, 2022, pursuant to which Ms. Barwin was entitled to receive £ 1,500 per day for services rendered with a minimum commitment of two days per month. These amounts were in lieu of any other cash payments or equity awards Ms. Barwin may otherwise have been entitled to receive as a member of our board of directors. The consulting agreement with Ms. Barwin was terminated in October 2023 and replaced by an independent director agreement. (D) We, through PMA, were party to a consulting agreement with Arnhem Consulting Limited (“Arnhem”), a company controlled by Andre Keijsers, dated February 28, 2017, pursuant to which Arnhem was entitled to receive £ 1,200 per month for services rendered. The consulting agreement was terminated in September 2023 as a result of Mr. Keijsers becoming a director of the Company. |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | ||
Feb. 12, 2024 | Mar. 31, 2024 | Mar. 31, 2023 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Net loss | $ (8,722) | $ (10,305) | |
Cash in operations | 4,453 | 3,510 | |
Accumulated deficit | 48,977 | 40,255 | |
Proceeds from issuance of initial public offering | 6,009 | ||
Provision for inventory returns | 346 | 366 | |
Allowance for doubtful accounts | 558 | 341 | |
Accounts receivable, net of allowances | $ 1,035 | 997 | |
Expected dividend yield | 0% | ||
Principal amount | $ 10,002 | 10,002 | |
Principal amount plus accrued interest | $ 1,985 | 1,260 | |
Broker commission costs | 687 | ||
Common Stock [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Net loss | |||
Initial public offering price percentage | 80% | ||
Supplier Concentration Risk [Member] | Cost of Goods and Service, Product and Service Benchmark [Member] | Supplier One [Member] | Everich Garments Group Ltd [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Concentration risk percentage | 75% | 72% | |
Supplier Concentration Risk [Member] | Cost of Goods and Service, Product and Service Benchmark [Member] | Supplier One [Member] | Toray International Inc [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Concentration risk percentage | 79% | 70% | |
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Customer One [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Concentration risk percentage | 13% | 12% | |
Revenues | $ 3,168 | $ 2,786 | |
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Customer One [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Accounts receivable | $ 41 | ||
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Two Customer [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Concentration risk percentage | 27% | ||
Customer Concentration Risk [Member] | Accounts Receivable [Member] | One Customer [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Concentration risk percentage | 18% | ||
Customer Concentration Risk [Member] | Accounts Payable [Member] | One Vendors [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Concentration risk percentage | 15% | 56% | |
Customer Concentration Risk [Member] | Accounts Payable [Member] | Two Vendors [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Concentration risk percentage | 7% | 5% | |
Customer Concentration Risk [Member] | Accounts Payable [Member] | Three Vendors [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Concentration risk percentage | 6% | 3% | |
UNITED KINGDOM | Property and Equipment Intangible Assets and Operating Lease Right-of-Use Assets [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total long lived assets | $ 557 | $ 1,086 | |
HONG KONG | Property and Equipment Intangible Assets and Operating Lease Right-of-Use Assets [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total long lived assets | 98 | $ 56 | |
IPO [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Proceeds from issuance of initial public offering | $ 8,188 | ||
Converted shares | 2,497,267 | ||
Principal amount | $ 10,002 | ||
Principal amount plus accrued interest | $ 1,985 | ||
IPO [Member] | Common Stock [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Converted shares | 2,497,267 | ||
IPO [Member] | Series A Convertible Preferred Stock [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Converted shares | 5,323,782 | ||
IPO [Member] | Series B Convertible Preferred Stock [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Converted shares | 1,189,998 |
SCHEDULE OF REVENUE SPLIT (Deta
SCHEDULE OF REVENUE SPLIT (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Product Information [Line Items] | ||
Total Revenues | $ 24,443 | $ 23,438 |
Wholesale Revenue [Member] | ||
Product Information [Line Items] | ||
Total Revenues | 14,060 | 14,888 |
Ecommerce Revenue [Member] | ||
Product Information [Line Items] | ||
Total Revenues | $ 10,383 | $ 8,550 |
SCHEDULE OF NET REVENUE FROM GE
SCHEDULE OF NET REVENUE FROM GEOGRAPHIC AREAS (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Total Revenues | $ 24,443 | $ 23,438 |
Europe (Excluding United Kingdom) [Member] | ||
Total Revenues | $ 7,909 | $ 7,233 |
Total Revenues, percentage | 32% | 31% |
UNITED STATES | ||
Total Revenues | $ 9,935 | $ 10,348 |
Total Revenues, percentage | 41% | 44% |
UNITED KINGDOM | ||
Total Revenues | $ 4,845 | $ 4,269 |
Total Revenues, percentage | 20% | 18% |
Rest of the World [Member] | ||
Total Revenues | $ 1,754 | $ 1,588 |
Total Revenues, percentage | 7% | 7% |
SCHEDULE OF ESTIMATED USEFUL LI
SCHEDULE OF ESTIMATED USEFUL LIVES IN PROPERTY AND EQUIPMENT (Details) | Mar. 31, 2024 |
Furniture and Fixtures [Member] | |
Property, Plant and Equipment [Line Items] | |
Furniture and fixtures | 5 years |
Office Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Furniture and fixtures | 3 years |
Office Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Furniture and fixtures | 5 years |
Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Furniture and fixtures | 5 years |
Software and Software Development Costs [Member] | |
Property, Plant and Equipment [Line Items] | |
Furniture and fixtures | 3 years |
Computer Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Furniture and fixtures | 3 years |
SCHEDULE OF ANTIDILUTIVE SECURI
SCHEDULE OF ANTIDILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF DILUTED NET INCOME (LOSS) PER SHARE (Details) - shares | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities | 1,400,056 | 9,629,200 |
Options to Acquire Common Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities | 1,108,356 | 299,957 |
Restricted Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities | 225,000 | |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities | 66,700 | |
Series A Convertible Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities | 5,323,782 | |
Series B Convertible Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities | 1,189,998 | |
Convertible Debt Financing [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities | 2,815,463 |
SCHEDULE OF INVENTORY (Details)
SCHEDULE OF INVENTORY (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Mar. 31, 2023 |
Inventory Disclosure [Abstract] | ||
Finished goods | $ 2,680 | $ 2,685 |
Raw materials | 721 | 585 |
Goods in transit | 14 | |
Finished goods on consignment | 205 | |
Total inventories | 3,620 | 3,270 |
Inventory reserve | (1,390) | (1,008) |
Total inventories, net | $ 2,230 | $ 2,262 |
SCHEDULE OF PREPAID AND OTHER C
SCHEDULE OF PREPAID AND OTHER CURRENT ASSETS (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Mar. 31, 2023 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Deposits and prepayments | $ 436 | $ 150 |
Prepaid marketing costs | 185 | |
Other receivables | 306 | 373 |
Total | $ 742 | $ 708 |
SCHEDULE OF PROPERTY AND EQUIPM
SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Mar. 31, 2023 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 2,270 | $ 2,025 |
Accumulated depreciation | (1,768) | (1,192) |
Property and equipment, net | 502 | 833 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 177 | 177 |
Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 57 | 52 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 29 | 29 |
Software and Software Development Costs [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 1,886 | 1,676 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 121 | $ 91 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) $ in Millions | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 555 | $ 547 |
SCHEDULE OF LEASE EXPENSE (Deta
SCHEDULE OF LEASE EXPENSE (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Leases | ||
Operating lease expense | $ 299 | $ 210 |
Total lease expense | $ 299 | $ 210 |
Weighted-average remaining lease term - Years | 1 year 6 months 10 days | 11 months 15 days |
Weighted-average discount rate | 5% | 9% |
SCHEDULE OF LEASE BALANCE SHEET
SCHEDULE OF LEASE BALANCE SHEET CLASSIFICATION (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Mar. 31, 2023 |
Leases | ||
Right-of-use assets | $ 143 | $ 297 |
Current lease liabilities | 101 | 299 |
Non-current lease liabilities | 44 | 8 |
Total operating lease liabilities | $ 145 | $ 307 |
SCHEDULE OF FUTURE MATURITY OF
SCHEDULE OF FUTURE MATURITY OF LEASE LIABILITIES (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Mar. 31, 2023 |
Leases | ||
Within one year | $ 109 | $ 318 |
Within one to two years | 45 | 9 |
Total lease payments | 154 | 327 |
Discount rate | (9) | (20) |
Present value of lease liabilities | $ 145 | $ 307 |
SCHEDULE OF ACCRUED EXPENSES (D
SCHEDULE OF ACCRUED EXPENSES (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Mar. 31, 2023 |
Payables and Accruals [Abstract] | ||
Accrued expenses | $ 1,002 | $ 606 |
Returns provision | 298 | 366 |
Accrued import duties | 294 | |
Merchant credit | 63 | 61 |
Indirect taxes | 1,040 | 357 |
Total | $ 2,697 | $ 1,390 |
SCHEDULE OF TRADE FINANCE FACIL
SCHEDULE OF TRADE FINANCE FACILITY (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Mar. 31, 2023 |
Line of Credit Facility [Line Items] | ||
Total | $ 26 | |
Trade Finance Facility [Member] | ||
Line of Credit Facility [Line Items] | ||
Total | $ 26 |
TRADE FINANCE FACILITY (Details
TRADE FINANCE FACILITY (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |||
Jun. 26, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | May 31, 2023 | |
Trade finance facility | $ 26 | |||
Joachim Gottschalk and Associates Ltd [Member] | ||||
Trade finance facility | 4,000 | |||
Borrowings facility | 1,847 | |||
Interest paid | $ 56 | 33 | ||
Joachim Gottschalk and Associates Ltd [Member] | Minimum [Member] | ||||
Accrued interest rate | 8% | |||
Corporate Debt Securities [Member] | ||||
Trade finance facility | $ 2,000 | |||
UBS Switzerland AG [Member] | ||||
Line of credit facility, expiration date | Apr. 30, 2023 | |||
Standby Letters of Credit [Member] | Joachim Gottschalk and Associates Ltd [Member] | ||||
Line of credit, renewed date description | The UBS standby documentary credit was extended on November 26, 2023 through January 26, 2024 at a 10% interest rate. | |||
Standby Letters of Credit [Member] | UBS Switzerland AG [Member] | Joachim Gottschalk and Associates Ltd [Member] | ||||
Trade finance facility | $ 1,000 | |||
Standby Letters of Credit [Member] | UBS Switzerland AG [Member] | Corporate Debt Securities [Member] | ||||
Trade finance facility | $ 3,150 | |||
Replaced line of credit | $ 2,000 | |||
Hong Kong Interbank Offered Rate [Member] | ||||
Interest rate, percentage | 3% | |||
Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] | ||||
Interest rate, percentage | 3.30% | |||
Board of Directors Chairman [Member] | ||||
Trade finance facility | $ 4,000 | |||
Board of Directors Chairman [Member] | Corporate Debt Securities [Member] | ||||
Trade finance facility | $ 3,150 | |||
Maximum [Member] | Joachim Gottschalk and Associates Ltd [Member] | ||||
Accrued interest rate | 10% | |||
Trade Finance Facility [Member] | ||||
Trade finance facility | $ 26 | |||
Trade Finance Facility [Member] | Standby Letters of Credit [Member] | UBS Switzerland AG [Member] | ||||
Trade finance facility | $ 1,000 | 1,000 | ||
Line of credit facility, expiration date | Nov. 26, 2023 | |||
Accrued interest rate | 8% | |||
Trade Finance Facility [Member] | Suppliers by HSBC [Member] | ||||
Trade finance facility | $ 5,000 |
SCHEDULE OF CONVERTIBLE DEBT OB
SCHEDULE OF CONVERTIBLE DEBT OBLIGATIONS (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Mar. 31, 2023 |
Debt Disclosure [Abstract] | ||
Convertible debt | $ 11,262 | |
Unamortized debt discount | (492) | |
Total Convertible debt obligations | $ 10,770 |
CONVERTIBLE DEBT OBLIGATIONS (D
CONVERTIBLE DEBT OBLIGATIONS (Details Narrative) - USD ($) $ in Thousands | 1 Months Ended | 4 Months Ended | 12 Months Ended | ||||
Feb. 12, 2024 | Jan. 31, 2024 | Dec. 31, 2023 | Mar. 31, 2021 | Jul. 31, 2022 | Mar. 31, 2024 | Mar. 31, 2023 | |
Defined Benefit Plan Disclosure [Line Items] | |||||||
Investors gross proceeds | $ 2,555 | ||||||
Debt maturity, date | Feb. 14, 2024 | Feb. 14, 2024 | Dec. 15, 2023 | ||||
Convertible debt obligations, principal | $ 10,002 | 10,002 | |||||
Accrued interest | $ 1,985 | 1,260 | |||||
Unamortized debt discount | $ 492 | ||||||
IPO [Member] | |||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||
Interest rate percentage | 80% | 80% | |||||
Convertible debt obligations, principal | $ 10,002 | ||||||
Accrued interest | $ 1,985 | ||||||
Common stock shares | 2,497,267 | ||||||
Unamortized debt discount | $ 492 | ||||||
47 Investors [Member] | |||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||
Investors gross proceeds | $ 6,000 | $ 4,000 | |||||
Deferred finance cost | $ 841 | $ 531 | |||||
Working capital interest rate percentage | 8% | 8% |
COMMON STOCK (Details Narrative
COMMON STOCK (Details Narrative) - USD ($) | 1 Months Ended | 4 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Feb. 12, 2024 | Feb. 07, 2024 | Oct. 31, 2021 | Mar. 31, 2021 | Jan. 31, 2021 | Aug. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2024 | Mar. 31, 2023 | Sep. 30, 2023 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||||||||
Common stock net proceeds | $ 2,179,000 | |||||||||
Gross proceeds from initial public offering | $ 6,009,000 | |||||||||
Common stock, shares outstanding | 15,653,449 | 4,824,352 | 5,233,402 | |||||||
Common stock, shares issued | 15,653,449 | 4,824,352 | 5,233,402 | |||||||
Non Employee [Member] | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Shares issued | 2,000,000 | 2,000,000 | ||||||||
Additional paid in capital | $ 7,000,000 | $ 7,000,000 | ||||||||
Non Employee [Member] | Clawback Provision [Member] | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Shares issued | 1,000,000 | |||||||||
Additional paid in capital | $ 3,500,000 | |||||||||
Consultant [Member] | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Shares issued | 75,000 | |||||||||
Additional paid in capital | $ 295,000 | $ 295,000 | ||||||||
Underwriter Warrants [Member] | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Warrants issued | 66,700 | |||||||||
Warrants exercise price | $ 7.50 | |||||||||
Warrants maturity date | Feb. 07, 2029 | |||||||||
IPO [Member] | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Issuance of common stock, shares | 1,334,000 | |||||||||
Common stock net proceeds | $ 6,009,000 | |||||||||
Gross proceeds from initial public offering | $ 8,188,000 | |||||||||
IPO [Member] | Maximum [Member] | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
IPO price per share | $ 5 | |||||||||
IPO [Member] | Minimum [Member] | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
IPO price per share | $ 5 | |||||||||
Underwriting Agreement [Member] | ThinkEquity LLC [Member] | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Issuance of common stock, shares | 1,334,000 | |||||||||
Common stock, par value | $ 0.0001 | |||||||||
Price per share | $ 6 | |||||||||
Gross proceeds from initial public offering | $ 8,004,000 | |||||||||
Purchase option granted | $ 200,100 | |||||||||
Common stock, shares outstanding | 15,578,449 | |||||||||
Preferred stock conversion terms | (i) the automatic conversion of all outstanding shares of our Series A convertible preferred stock into 5,323,782 shares of common stock, (ii) the automatic conversion of all outstanding shares of our Series B convertible preferred stock into 1,189,998 shares of common stock and (iii) the automatic conversion, in connection with the closing of this offering (closing on February 12, 2024), of $10,002 in principal amount plus accrued interest in the amount of $1,985 under our 8% senior subordinated secured convertible promissory notes (the “2021 Notes”) and our 8% senior subordinated secured convertible promissory notes (the “2022 Notes” and, together with the 2021 Notes, the “Notes”), at 80% of the initial public offering price into an aggregate of 2,497,267 shares of common stock. | |||||||||
Common Stock [Member] | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Issuance of common stock, shares | 409,050 | 409,050 | 1,075,000 | |||||||
Common stock, par value | $ 0.0001 | |||||||||
Price per share | $ 6 | |||||||||
Common stock net proceeds | $ 2,179,000 | |||||||||
Additional Paid-in Capital [Member] | IPO [Member] | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Shares issued | 1,075,000 | |||||||||
Additional paid in capital | $ 3,795 |
PREFERRED STOCK (Details Narrat
PREFERRED STOCK (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |||
Feb. 12, 2024 | Sep. 23, 2022 | Mar. 15, 2021 | Nov. 30, 2022 | |
Series A Convertible Preferred Stock [Member] | ||||
Class of Stock [Line Items] | ||||
Preferred stock, issuance | 5,323,782 | |||
Preferred stock, par value | $ 0.0001 | |||
Conversion of stock, description | The Series A Stock was also subject to mandatory conversion into common stock upon either an IPO or by vote or written consent of at least 66 2/3% holders of the outstanding shares of the Series A Stock. | |||
Series A Preferred Stock [Member] | ||||
Class of Stock [Line Items] | ||||
Series B convertible preferred stock converted | 5,323,782 | |||
Series B Convertible Preferred Stock [Member] | ||||
Class of Stock [Line Items] | ||||
Preferred stock, issuance | 1,189,998 | |||
Preferred stock, par value | $ 0.0001 | |||
Conversion of stock, description | The Series B Stock was also subject to mandatory conversion into common stock upon either an IPO or by vote or written consent of at least 66 2/3% holders of the outstanding shares of the Series B Stock without payment of additional consideration. | |||
Preferred stock, shares authorized | 1,200,000 | |||
Purchase price | $ 5 | |||
Net proceeds from convertible preferred stock | $ 5,200 | |||
Broker fees | $ 750 | |||
Preferred stock, conversion price | $ 5 | |||
Series B Preferred Stock [Member] | ||||
Class of Stock [Line Items] | ||||
Series B convertible preferred stock converted | 1,189,998 |
SCHEDULE OF RESTRICTED STOCK UN
SCHEDULE OF RESTRICTED STOCK UNIT ACTIVITY (Details) | 12 Months Ended |
Mar. 31, 2024 USD ($) $ / shares shares | |
Restricted Stock Units | |
Non-vested, shares outstanding | shares | |
Fair value, outstanding | $ | |
Weighted average grant date fair value, outstanding | $ / shares | |
Non-vested, shares, granted | shares | 300,000 |
Fair value, granted | $ | $ 1,230,000 |
Weighted average grant date fair value, granted | $ / shares | $ 4.10 |
Non-vested, shares, vested/deemed vested | shares | (75,000) |
Fair value, vested/deemed vested | $ | $ (429,000) |
Weighted average grant date fair value, vested/deemed vested | $ / shares | $ 4.10 |
Non-vested, shares, forfeited | shares | |
Fair value, forfeited | $ | |
Weighted average grant date fair value, forfeited | $ / shares | |
Non-vested, shares outstanding | shares | 225,000 |
Fair value, outstanding | $ | $ 801,000 |
Weighted average grant date fair value, outstanding | $ / shares | $ 4.10 |
RESTRICTED STOCK UNITS (Details
RESTRICTED STOCK UNITS (Details Narrative) | 12 Months Ended |
Mar. 31, 2024 USD ($) shares | |
Restricted Stock Units | |
Restricted stock shares granted | shares | 300,000 |
Fair value of restricted stock | $ | $ 1,230,000 |
Non-vested, shares, vested/deemed vested | shares | 75,000 |
Fair value, vested/deemed vested | $ | $ 429,000 |
SCHEDULE OF STOCK OPTION ACTIVI
SCHEDULE OF STOCK OPTION ACTIVITY (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |||
Number of options, outstanding | 299,956 | 545,378 | |
Weighted average exercise price, outstanding | $ 1.60 | $ 1.32 | |
Weighted average remaining contractual life (years) | 3 years 5 months 1 day | 1 year 11 months 8 days | 3 years 2 months 12 days |
Aggregate intrinsic value | $ 1,320 | $ 1,190 | |
Number of options, granted | 808,400 | 136,344 | |
Weighted average exercise price, granted | $ 4.10 | $ 0.01 | |
Number of options, forfeited | (381,766) | ||
Weighted average exercise price, forfeited | $ (0.63) | ||
Number of options, exercised | |||
Weighted average exercise price, exercised | |||
Number of options, outstanding | 1,108,356 | 299,956 | 545,378 |
Weighted average exercise price, outstanding | $ 3.42 | $ 1.60 | $ 1.32 |
Aggregate intrinsic value | $ 595 | $ 1,320 | $ 1,190 |
Number of options, expected to Vest | 387,784 | ||
Weighted average exercise price, expected to Vest | $ 2.19 | ||
Aggregate intrinsic value, vested | $ 594 | ||
Number of options, Exercisable | 366,898 | ||
Weighted average exercise price, exercisable | $ 2.08 | ||
Aggregate intrinsic value, Exercisable | $ 594 |
SCHEDULE OF FAIR VALUE OF SHARE
SCHEDULE OF FAIR VALUE OF SHARE OPTION AWARDS (Details) | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Expected dividends | 0% | |
Options Held [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Expected life in years | 3 years 6 months | |
Stock price volatility | 129.10% | |
Expected dividends | 0% | 0% |
Forfeiture rate | 25.70% | 0% |
Minimum [Member] | Options Held [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Expected life in years | 5 years | |
Stock price volatility | 40% | |
Risk free interest rate | 1.74% | 0.37% |
Maximum [Member] | Options Held [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Expected life in years | 10 years | |
Stock price volatility | 45% | |
Risk free interest rate | 1.81% | 0.49% |
STOCK OPTIONS (Details Narrativ
STOCK OPTIONS (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Purchase shares | 808,400 | 136,344 | |
Exercise price | $ 4.10 | $ 0.01 | |
Expire years | 5 years | ||
Fair value | $ 3,039 | $ 200 | |
Stock compensation expense | 310 | 241 | |
Unrecognized stock-based compensation | 2,527 | ||
Intrinsic value, outstanding options | $ 595 | $ 1,320 | $ 1,190 |
Minimum [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Expire years | 5 years | ||
Maximum [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Expire years | 10 years | ||
2021 Incentive Plan [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Shares available to issue | 2,527,944 |
SCHEDULE OF WARRANTS ACTIVITY (
SCHEDULE OF WARRANTS ACTIVITY (Details) | 12 Months Ended |
Mar. 31, 2024 USD ($) $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Weighted average grant date fair value, outstanding | |
Weighted average exercise price, warrants granted | 4.10 |
Weighted average exercise price, warrants forfeited | |
Weighted average grant date fair value, outstanding | $ 4.10 |
Warrant [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of warrants outstanding, beginning of year | shares | |
Weighted average grant date fair value, outstanding | |
Warrants outstanding, intrinsic value beginning balance | $ | |
Number of warrant, granted | shares | 66,700 |
Weighted average exercise price, warrants granted | $ 7.50 |
Number of warrant, forfeited | shares | |
Weighted average exercise price, warrants forfeited | |
Number of warrant, exercised | shares | |
Weighted average exercise price, warrants exercised | |
Number of warrants outstanding, ending of year | shares | 66,700 |
Weighted average grant date fair value, outstanding | $ 7.50 |
Weighted average remaining contracted life (years), warrants outstanding | 4 years 10 months 13 days |
Warrants outstanding, intrinsic value ending balance | $ |
STOCK WARRANTS (Details Narrati
STOCK WARRANTS (Details Narrative) - USD ($) | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Warrants exercisable, average price | $ 4.10 | |
Warrant [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of warrant, granted | 66,700 | |
Warrants exercisable, average price | $ 7.50 | |
Outstanding warrants, intrinsic value |
SCHEDULE OF INCOME TAX BENEFIT
SCHEDULE OF INCOME TAX BENEFIT EXPENSE (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | ||
Current | $ (121) | |
Deferred | ||
Total income tax (benefit) expense | $ (121) |
SCHEDULE OF RECONCILIATION OF I
SCHEDULE OF RECONCILIATION OF INCOME TAXES (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | ||
Loss before income tax at 21% rate | $ (1,831) | $ (2,189) |
Change in valuation allowance | 1,211 | 2,097 |
Foreign tax differential | 102 | 55 |
Other permanent items | 518 | 37 |
R&D tax credit | (121) | |
Total income tax (benefit) expense | $ (121) |
SCHEDULE OF RECONCILIATION OF_2
SCHEDULE OF RECONCILIATION OF INCOME TAXES (Details Narrative) | 12 Months Ended |
Mar. 31, 2024 | |
Income Tax Disclosure [Abstract] | |
Effective income tax rate reconciliation at federal statutory income tax rate | 21% |
SCHEDULE OF DEFERRED TAX ASSETS
SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Mar. 31, 2023 |
Deferred tax liabilities: | ||
Fixed and intangible assets | $ 113 | $ 101 |
Inventory | ||
Total deferred tax liabilities | 113 | 101 |
Deferred tax assets: | ||
Tax loss carryforward | 7,312 | 6,352 |
Stock compensation expense | 535 | 197 |
IPO expenses | 163 | |
Valuation allowance | (7,897) | (6,448) |
Total deferred tax assets | 113 | 101 |
Deferred tax assets, net |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Effective income tax rate reconciliation at federal statutory income tax rate | 21% | |
Tax repayment | $ 121 | |
Valuation allowance | $ 1,449 | 1,935 |
Valuation allowance percentage | 100% | |
Valuation allowance | $ 7,897 | $ 6,448 |
HONG KONG | ||
Valuation allowance percentage | 100% |
SCHEDULE OF FOREIGN CURRENCY TR
SCHEDULE OF FOREIGN CURRENCY TRANSLATION (Details) | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
GBP [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Year end exchange rate | 1.26254 | 1.23682 |
Average exchange rate | 1.27055 | 1.20549 |
HKD [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Year end exchange rate | 0.12778 | 0.12739 |
Average exchange rate | 0.12782 | 0.12756 |
CHF [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Year end exchange rate | 1.10871 | 1.09521 |
Average exchange rate | 1.12514 | 1.04924 |
SCHEDULE OF CASH BALANCES BY CU
SCHEDULE OF CASH BALANCES BY CURRENCY DENOMINATION (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Mar. 31, 2023 |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Cash | $ 7,910 | $ 4,712 |
USD [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Cash | 7,187 | 3,325 |
GBP [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Cash | 598 | 447 |
HKD [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Cash | 27 | 21 |
CHF [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Cash | 14 | 18 |
EUR [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Cash | 84 | 895 |
CNY [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Cash | $ 6 |
SCHEDULE OF FUNDS HELD IN BANK
SCHEDULE OF FUNDS HELD IN BANK AND THIRD PARTY PAYMENT PLATFORMS (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Mar. 31, 2023 |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Total Cash | $ 7,910 | $ 4,712 |
Cash Held By Chase [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Total Cash | 6,180 | |
Cash Held by HSBC [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Total Cash | 1,637 | 4,405 |
Cash Held by Other Banks [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Total Cash | 45 | 66 |
Cash Held By Third Party [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Total Cash | 46 | 239 |
Petty Cash [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Total Cash | $ 2 | $ 2 |
FOREIGN CURRENCY TRANSLATION (D
FOREIGN CURRENCY TRANSLATION (Details Narrative) | Mar. 31, 2024 USD ($) |
Foreign Currency [Abstract] | |
FDIC insured amount | $ 250,000 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) | Mar. 31, 2024 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Purchase obligation | $ 0 |
SCHEDULE OF DIRECTORS COMPANY S
SCHEDULE OF DIRECTORS COMPANY SUBSIDIARIES (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | ||
Related Party Transaction [Line Items] | |||
Expenses for Related Parties | $ 324 | $ 320 | |
Max Gottschalk [Member] | |||
Related Party Transaction [Line Items] | |||
Expenses for Related Parties | [1] | 181 | 135 |
Jane Gottschalk [Member] | |||
Related Party Transaction [Line Items] | |||
Expenses for Related Parties | [2] | 48 | |
Tracy Barwin [Member] | |||
Related Party Transaction [Line Items] | |||
Expenses for Related Parties | [3] | 121 | 89 |
Andreas Keijsers [Member] | |||
Related Party Transaction [Line Items] | |||
Expenses for Related Parties | [4] | $ 22 | $ 48 |
[1]We, through PMA, are party to a consulting agreement with Max Gottschalk, dated May 15, 2019, which continues until terminated in accordance with its terms, during which Mr. Gottschalk is entitled to receive fees for services rendered amounting to £[2]We, through PMA, were party to a consulting agreement with Jane Gottschalk, dated April 30, 2018, pursuant to which Ms. Gottschalk was entitled to receive £[3]We were party to a consulting agreement with Tracy Barwin, dated November 18, 2022, pursuant to which Ms. Barwin was entitled to receive £[4]We, through PMA, were party to a consulting agreement with Arnhem Consulting Limited (“Arnhem”), a company controlled by Andre Keijsers, dated February 28, 2017, pursuant to which Arnhem was entitled to receive £ |
SCHEDULE OF DIRECTORS COMPANY_2
SCHEDULE OF DIRECTORS COMPANY SUBSIDIARIES (Details)(Parenthetical) - Consulting Agreement [Member] - GBP (£) £ in Thousands | Nov. 18, 2022 | May 15, 2019 | Apr. 30, 2018 | Feb. 28, 2017 |
Max Gottschalk [Member] | From April 2021 to November 2022 [Member] | ||||
Related Party Transaction [Line Items] | ||||
Service fees | £ 8,000 | |||
Max Gottschalk [Member] | Since December 2022 [Member] | ||||
Related Party Transaction [Line Items] | ||||
Service fees | £ 12,000 | |||
Jane Gottschalk [Member] | Since April 1, 2019 [Member] | ||||
Related Party Transaction [Line Items] | ||||
Service fees | £ 8,000 | |||
Tracy Barwin [Member] | ||||
Related Party Transaction [Line Items] | ||||
Service fees | £ 1,500 | |||
Andre Keijsers [Member] | ||||
Related Party Transaction [Line Items] | ||||
Service fees | £ 1,200 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |||
Jun. 26, 2023 | Jun. 29, 2022 | Mar. 31, 2024 | Mar. 31, 2023 | |
Related Party Transaction [Line Items] | ||||
Trade payables | $ 1,584 | $ 1,289 | ||
Selling general and administrative expense | 12,122 | 12,369 | ||
Interest expense | 1,311 | 1,840 | ||
Line of credit, current | 26 | |||
Trade Finance Facility [Member] | ||||
Related Party Transaction [Line Items] | ||||
Line of credit, current | 26 | |||
Non Employees [Member] | ||||
Related Party Transaction [Line Items] | ||||
Trade payables | 0 | 22 | ||
Deliberate Software Limited [Member] | ||||
Related Party Transaction [Line Items] | ||||
Trade payables | 90 | 14 | ||
Selling general and administrative expense | $ 383 | $ 321 | ||
Deliberate Software Limited [Member] | Common Stock [Member] | ||||
Related Party Transaction [Line Items] | ||||
Common stock issued upon conversion | 100,351 | |||
Deliberate Software Limited [Member] | Series A Preferred Stock [Member] | ||||
Related Party Transaction [Line Items] | ||||
Convertible shares of preferred stock | 100,351 | |||
Spark Capital Limited [Member] | ||||
Related Party Transaction [Line Items] | ||||
Short term loan | $ 202 | |||
Interest rate | 16% | |||
Interest expense | $ 22 | |||
Simon Nicholas Champ [Member] | Common Stock [Member] | ||||
Related Party Transaction [Line Items] | ||||
Common stock issued upon conversion | 19,570 | |||
Simon Nicholas Champ [Member] | Series A Preferred Stock [Member] | ||||
Related Party Transaction [Line Items] | ||||
Convertible shares of preferred stock | 19,570 | |||
UBS Switzerland AG [Member] | ||||
Related Party Transaction [Line Items] | ||||
Line of credit facility, expiration date | Apr. 30, 2023 | |||
UBS Switzerland AG [Member] | Standby Letters of Credit [Member] | Trade Finance Facility [Member] | ||||
Related Party Transaction [Line Items] | ||||
Interest expense | $ 56 | |||
Line of credit, current | $ 1,000 | $ 1,000 | ||
Line of credit facility, interest rate during period | 8% | |||
Line of credit facility, expiration date | Nov. 26, 2023 | |||
UBS Switzerland AG [Member] | Standby Letters of Credit [Member] | Trade Finance Facility [Member] | Mr. Gottschalk [Member] | ||||
Related Party Transaction [Line Items] | ||||
Line of credit, current | $ 4,000 | |||
UBS Switzerland AG [Member] | Standby Letters of Credit [Member] | Trade Finance Facility [Member] | Maximum [Member] | ||||
Related Party Transaction [Line Items] | ||||
Line of credit facility, interest rate during period | 10% | |||
Max Gottschalk [Member] | ||||
Related Party Transaction [Line Items] | ||||
Debt instrument, collateral amount | $ 4,000 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - $ / shares | 12 Months Ended | ||
Jun. 18, 2024 | Mar. 31, 2024 | Mar. 31, 2023 | |
Subsequent Event [Line Items] | |||
Granted stock option | 808,400 | 136,344 | |
Weighted average exercise price, granted | $ 4.10 | $ 0.01 | |
Subsequent Event [Member] | Share-Based Payment Arrangement, Option [Member] | Employees [Member] | |||
Subsequent Event [Line Items] | |||
Granted stock option | 508,194 | ||
Weighted average exercise price, granted | $ 2.40 | ||
Vesting period | 4 years |