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GSTECHNOLOGIES LTD.
BVI Company Number: 1765556
ANNUAL REPORT
For the financial year ended 31 March 2026
CONTENTS PAGE
Company Information 1
Board of Directors 2
Chairman’s Statement 4
Financial Review 14
Strategic Report 15
Viability Statement 22
Corporate Governance Report
25
Task Force on Climate-related Financial Disclosures Report
32
Directors Report 49
Independent Auditors Report
53
Consolidated Statement of Profit or Loss and Comprehensive
Income 65
Consolidated Statement of Financial Position 66
Consolidated Statement of Changes in Equity 67
Consolidated Statement of Cash Flows 68
Notes to the Group Consolidated Financial Statements 69
Website Compliance Statement 108
1
Company Information
Directors
Tone Goh
Jack Bai
Shayne Tan
Galvin Bai
Malcolm Groat
Christopher Wellesley
Executive Chairman
Chief Executive Officer
Chief Operating Officer
Executive Director
Non-Executive Director
Non-Executive Director
Registered Office
Craigmur Chambers, Waterfront Drive, Road Town, Tortola, VG1110, British Virgin Islands
Financial Adviser
First Sentinel Corporate Finance Limited
21 Arlington Street, London, SW1A 1RN, United Kingdom
Broker
CMC Markets UK plc
133 Houndsditch, London, EC3A 7BX, United Kingdom
Financial Public Relations and Investor Relations
IFC Advisory Limited
Birchin Court, 20 Birchin Lane, London EC3V 9DU, United Kingdom
Legal Adviser
Druces LLP
99 Gresham St, London EC2V 7NG, United Kingdom
Independent Auditor
RPG Crouch Chapman LLP
40 Gracechurch St, London EC3V 0BT, United Kingdom
Registrar
Computershare Investor Services PLC
The Pavilions, Bridgwater Road, Bristol, BS99 6ZZ, United Kingdom
Website
www.gstechnologies.co.uk
2
Board of Directors
Tone Goh, Executive Chairman
Tone Goh holds a Bachelor of Science degree and an MBA in International Business from the University
of San Francisco. He has more than 25 years’ experience in corporate real estate advisory, asset
management, finance and development and has held executive positions on the boards of a number
of international companies specialising in mergers and acquisitions and the private equity industry.
Jack Bai, Chief Executive Officer
Jack Bai has over 30 years' experience in software development for the financial and
telecommunication industries. He is a successful technology entrepreneur, who has successfully built
and exited multiple companies, including in fintech and payment solutions. He is a co- founder of, and
leads the development of, the Coalculus blockchain technology, which enables enterprise-ready
blockchain-as-a-service to financial institutions and enterprises. He until recently held the role of Non-
executive Director at iSentric Ltd (now IOUpay), an ASX-listed company.
Shayne Tan, Chief Operating Officer
Shayne Tan holds a Bachelor of Business Management Degree from Singapore Management
University and has more than five years of sales, operations and management experience, primarily
involving distributed ledger technology in growth stage companies. He is Chief Marketing Officer for,
and a co-founder of, the Coalculus blockchain platform.
Galvin Bai, Executive Director
Galvin Bai has deep knowledge and vast experience of the workflow and processes of the payment
and remittance business in Singapore and beyond. Some of Galvin’s valuable work experiences were
gained as Director of Business Development at Caliber Technology Private Limited. His thorough and
exhaustive proficiency in Southeast Asia’s remittance protocols and methodologies, as well as work-
related contacts, will promote and facilitate coordination of plans to expand into Southeast Asia and
beyond.
Malcolm Groat, Non-executive Director
Malcolm Groat is a Chartered Accountant and has a wide range of experience in corporate life, with
roles as Chairman, Non- Executive Director, Chair of Audit, CEO, COO and CFO for several companies.
He is an adviser on compliance and governance, strategy, and operational improvement, and
managing the risks of rapid change.
Christopher Wellesley, Non-executive Director
Christopher Wellesley is an experienced banking and capital markets executive with over 30 years’
experience in senior roles based in the UK, Hong Kong and the USA. Having started his career in the
UK with County Natwest Securities in 1985, Lord Wellesley moved to Hong Kong in 1988 as a senior
market maker. He joined Merrill Lynch in Hong Kong in 1992, where he ran the bank's Asian market
making desk covering London listed Asian equities, before moving to the US with Merrill Lynch in 2000.
Returning to the UK in 2003 he held a number of senior equity trading roles, including with Tristone
Capital, which was acquired by Macquarie, where between 2005 and 2012 he established and ran
their UK trading operations. Over the past five years Lord Wellesley has focussed on a number of
3
advisory and interim managerial roles and he is currently a director of a number of private businesses
and non-profit organisations.
4
Chairman's Statement
The year ended 31 March 2026 (“FY26”) was one of significant strategic progress for GSTechnologies
Limited (“GST”, “GSTechnologies”, the “Company” or together with its subsidiaries the “Group”),
albeit against a backdrop of financial results that did not reflect the long-term potential of the
business.
Throughout the year we remained focused on executing the strategy we first set out in 2021 of
building a next-generation financial technology group centred on cross-border payments, blockchain
infrastructure and digital asset services. During FY26 we continued to invest in the technology,
regulatory capabilities and operating infrastructure necessary to support that vision, whilst also
adapting the Group to an increasingly dynamic regulatory and commercial environment.
The financial results for the year reflect this period of transition. Revenue reduced to US$1.45 million
(FY25 US$2.81 million) and the Group recorded a net loss for the year of US$5.40 million (FY25
US$2.41 million). Whilst these results are clearly disappointing, they should be viewed in the context
of a year in which considerable investment was made in strengthening the Group’s long-term
foundations. They also reflect a number of factors that make comparisons with the previous year less
straightforward, including changes in accounting presentation within our payment business, differing
reporting periods in certain subsidiaries, investment in regulatory compliance, the continued
integration of recently acquired businesses and the repositioning of parts of our digital asset
operations in response to the evolving European regulatory landscape.
The Board has deliberately prioritised long-term value creation over short-term financial
performance. During the year we continued integrating the businesses acquired over the previous two
years, strengthened our regulatory infrastructure, expanded our technology capabilities and further
developed the Group’s proprietary software platforms. Whilst these initiatives have inevitably
impacted near-term profitability, they have also created a much stronger platform from which the
Group can pursue sustainable future growth.
Our strategic objective remains unchanged. We are building an integrated financial technology
ecosystem under the GS Money banner that brings together regulated cross-border payments, foreign
exchange, blockchain technology, digital assets and proprietary software into a single platform
capable of serving businesses operating in an increasingly digital global economy. Increasingly, we also
see artificial intelligence becoming a key component of that ecosystem. During the year our
development teams began incorporating AI into the Group’s product roadmap with the objective of
creating intelligent financial services capable of automating increasingly complex payment and
compliance processes while enhancing the customer experience. Post year end, on 9 July 2026, we
announced a proposed strategic investment in Sodales AI Pte. Ltd. (“Sodales AI”), a Singapore-based
artificial intelligence company established to develop and commercialise an enterprise-scale Agentic
Artificial Intelligence Operating System ("Agentic OS"). Under the investment agreement, Sodales AI
will assist with the design, development and deployment of an agentic AI neobanking platform for GST
and its subsidiary, Angra. The platform is intended to integrate autonomous AI agents with the Group's
payment infrastructure, blockchain technology, stable token ecosystem and intelligent compliance
processes, supporting the continued evolution of GST's digital financial services platform.
Rather than pursuing disconnected initiatives, we are bringing together the capabilities we have
assembled over recent years into a unified platform that we believe will differentiate GST within the
rapidly evolving fintech sector. Our payment infrastructure, blockchain technology, stablecoin
capability, digital asset expertise and AI development are complementary components of a single
long-term strategy.
5
The pace of technological change within financial services continues to accelerate. The convergence
of digital payments, blockchain infrastructure, stablecoins and artificial intelligence is creating
opportunities for businesses capable of operating across these disciplines while maintaining the
regulatory standards expected of financial institutions. We believe GST is increasingly well positioned
to participate in this transformation.
Against this backdrop, we continued to make important operational progress across each of our
principal businesses during the year, whilst also strengthening the Group’s financial position and,
following the year end, we announced a US$10 million unsecured credit facility to support the next
phase of our development.
Foreign Exchange and Payment Services - Angra Global
Angra Global remains a cornerstone of the Group’s strategy to build a borderless financial services
platform. Through its UK Financial Conduct Authority (“FCA”) Authorised Payment Institution (“API”)
licence and Canadian Money Services Business (“MSB”) licence, Angra provides regulated foreign
exchange and international payment services to business customers operating across multiple
jurisdictions.
The business continued to demonstrate the resilience of its underlying operations during FY26,
processing customer transactions with an aggregate value of more than US$110 million during the
year. This level of activity reflects the continuing demand for efficient, technology-enabled cross-
border payment services and provides a solid operational foundation upon which to build the wider
GS Money ecosystem.
Underlying revenue generated by Angra during the year amounted to approximately US$682,000.
However, it should be noted that the revenue reported within the Group’s financial statements is not
directly comparable with the prior year. During FY26 the accounting presentation of safeguarded
customer funds was revised to reflect the appropriate accounting treatment, with customer monies
now recognised as liabilities rather than revenue. Consequently, comparisons between FY26 and FY25
reported revenues do not represent a like-for-like measure of the underlying trading activity of the
business. Importantly, the level of customer transaction activity remained robust and demonstrates
the strength of the platform and its customer relationships.
Alongside continuing investment in the technology supporting Angra’s payment infrastructure, the
business has also expanded its commercial focus. During the year we commenced a targeted
programme of engagement with more than 2,000 UK Small Payment Institutions (“SPIs”), a market
that we believe presents significant opportunities for collaboration, client acquisition and increased
transaction volumes. We have been encouraged by the early response to this initiative and believe it
represents an attractive route to accelerating the growth of the business.
Operationally, the focus during the year extended beyond transaction volumes. Considerable
investment was made in strengthening Angra’s technology platform, enhancing operational resilience
and expanding the regulatory infrastructure required to support future growth. As with many fintech
businesses operating in an increasingly regulated environment, these investments have increased
short-term operating costs, but are essential to establishing a scalable, long-term business capable of
serving a broader international customer base.
The continued development of the Angra platform is also central to the Group’s wider GS Money
strategy. Rather than operating as a standalone payment business, Angra is increasingly becoming the
regulated payments engine through which the Group intends to integrate foreign exchange,
blockchain infrastructure, stablecoin technology and artificial intelligence into a unified financial
services platform. By bringing these capabilities together, we believe GST can offer customers a more
6
comprehensive and differentiated solution than businesses operating within only one part of the
financial services value chain.
A significant milestone was achieved during the year with the completion, on 23 January 2026, of the
acquisition of Metapay SP z.o.o. (“Metapay”), a regulated Polish payment institution, now renamed
Angra SP z.o.o. The acquisition broadens the Group’s regulatory footprint within the European Union
and provides an important platform from which to expand our payment and foreign exchange services
across Europe. Metapay has subsequently been integrated into the Group’s Angra operations and
forms an important component of our long-term European growth strategy.
Looking ahead, we continue to see significant opportunities within international payments. The
market remains fragmented, particularly amongst small and medium-sized businesses that require
fast, reliable and competitively priced cross-border payment solutions. Supported by continued
investment in technology, regulatory capability and customer acquisition, we believe Angra Global is
well positioned to become a major contributor to the Group’s future growth and a key component of
the broader GS Money ecosystem.
Digital Assets - GS20 Exchange, Bake and GS Money Ecosystem
Digital assets remain an important component of the Group’s long-term strategy. However, during
FY26 our focus evolved from developing individual cryptocurrency products towards building the
broader digital infrastructure that will underpin the Group’s next phase of growth.
Throughout the year we continued integrating the Bake cryptocurrency platform acquired in the
previous financial year with the Group’s existing digital asset operations. Significant progress was
made in consolidating technology, operational processes and development resources, creating a more
efficient operating structure while allowing management to focus increasingly on developing a unified
digital financial services platform rather than a collection of individual products.
The operating environment also changed significantly during the year as the European Union
implemented the Markets in Crypto-Assets (“MiCA”) regulatory framework. The introduction of MiCA
represents an important milestone in the development of the European digital asset market and is
expected to increase both regulatory certainty and institutional participation over the coming years.
Against this backdrop, the Group invested substantially in strengthening its legal, regulatory and
compliance capabilities to ensure our digital asset strategy remains aligned with the evolving
regulatory landscape. This included work undertaken to secure a MiCA regulatory licence and secure
a foothold in the European digital asset market. Whilst these investments increased operating costs
during the year, the Board believes they represent an essential investment in building a sustainable,
scalable and fully compliant digital asset business.
The Group was ultimately not granted a MiCA licence in Lithuania and that impacted our immediate
ability to access the EU digital asset market. Therefore, as part of a continuing strategic review, we
concluded that the Group’s long-term objectives would be better served by simplifying its European
digital asset structure. Customer operations, together with the associated assets and liabilities
previously operated through GS Fintech UAB in Lithuania, have been transferred to Finferno Spółka Z
Ograniczoną Odpowiedzialnością ("Finferno"), a Polish-registered Virtual Asset Service Provider
("VASP"), with the Group entering into a legal binding agreement to acquire Finferno on 29 December
2025. Formal completion of the Finferno acquisition continues to be progressed. This transition
enables the Group to pursue future digital asset activities through a regulatory structure that is better
aligned with our long-term strategic objectives and the opportunities presented by the evolving
European regulatory framework.
7
Whilst the failure to gain a MiCA licence reduced short-term revenues from our digital asset activities
and required significant management attention during the year, we believe they have established a
much stronger foundation upon which to develop the business going forward.
More importantly, our ambitions now extend well beyond operating a cryptocurrency exchange. In
light of recent regulatory changes, the Group is exploring alternative ways to take advantage of the
complementary technologies that the Group has assembled and integrate them into a single
ecosystem capable of delivering a new generation of financial services.
We do not view blockchain, cross-border payments, stablecoins and artificial intelligence as separate
opportunities. Rather, we believe they represent complementary technologies which, when brought
together, have the potential to transform the way businesses and consumers move, manage and
safeguard money internationally. Much of the technology required to deliver that vision already exists
within the Group. Our focus is therefore on integrating these capabilities into a unified platform,
rather than developing a series of disconnected products.
This vision is now being developed through GS Money, which is becoming the central platform around
which the Group’s payment services, blockchain infrastructure, digital asset capabilities and
proprietary software development are being brought together. We believe this integrated approach
differentiates GST from many fintech businesses that operate within only one segment of the financial
services market.
The Group’s blockchain infrastructure already provides the technological foundation for much of our
payment architecture. Building upon this capability, we are progressing the development of
proprietary stablecoin functionality that we believe will enhance the efficiency, transparency and
programmability of international payments. Operating alongside our regulated payment
infrastructure, we believe this will provide customers with faster and more flexible methods of
transferring value across borders whilst maintaining the high standards of governance, security and
regulatory compliance expected within regulated financial markets.
Artificial intelligence represents the next stage in that evolution. During the year our software
development teams commenced work on integrating intelligent AI capabilities throughout the GS
Money platform. Initially, these technologies are expected to enhance areas such as customer
onboarding, compliance monitoring, transaction processing and operational efficiency. Over time,
however, we believe AI will become increasingly embedded throughout our products and services,
delivering more intelligent financial management, predictive decision-making and greater automation
for our customers.
The combination of regulated payment services, proprietary blockchain technology, digital asset
infrastructure, stablecoin capability and artificial intelligence represents what we believe is a
distinctive strategic position within the fintech sector. Whilst many businesses operate successfully in
one or two of these disciplines, relatively few are seeking to combine them into a single integrated
financial services platform. We believe this convergence represents a significant long-term
opportunity for GST and one that will increasingly define the Group’s strategic direction.
FY26 was therefore a year of integration, regulatory preparation and technology development rather
than one of immediate financial returns. Although this investment affected short-term profitability,
the Board believes the progress made during the year has significantly strengthened the Group’s
competitive position and provides a robust platform from which to accelerate commercial growth
over the coming years.
8
Semnet
Semnet remains an important component of the Group’s technology portfolio, providing
cybersecurity, enterprise infrastructure and managed technology services to commercial and
government customers across Southeast Asia. In addition to serving external customers, Semnet
contributes valuable cybersecurity expertise that supports the resilience and security of the Group’s
wider fintech platform.
Revenue for the year amounted to approximately US$783,000. Comparisons with the prior year
should, however, be interpreted with caution. The comparative figures relate to an 18-month
reporting period following the alignment of Semnet’s financial year-end with that of the Group,
whereas the current financial year covers a normal twelve-month period. In addition, the business
experienced a reduction in hardware sales following the loss of several significant overseas customers
during the year. Accordingly, the reduction in reported revenue reflects both the differing reporting
periods and changes in the composition of the customer base.
Alongside these commercial challenges, the year was significantly affected by the continuing legal
proceedings arising from the Group’s acquisition of Semnet. As previously announced, the Company
initially commenced arbitration against the sellers of Semnet for alleged breaches of their contractual
obligations under the Sale and Purchase Agreement, including non-compete undertakings and
obligations owed to the business. Although mediation was undertaken with a view to achieving a
commercial settlement, no agreement was ultimately reached.
Following the failure of those discussions, Semnet escalated the matter by issuing and serving a writ
of summons against the sellers and a former senior manager, pursuing claims for alleged breaches of
fiduciary and contractual duties, including breaches of the Sale and Purchase Agreement, which the
Company believes have caused significant damage to the business. The claims currently seek
approximately US$4.2 million in damages. More recently, the Singapore courts dismissed applications
by the defendants seeking to stay the proceedings, allowing the Company’s claims to continue.
The Board has been clear throughout this process that it will take all appropriate steps to protect the
interests of Semnet and GST’s shareholders. Whilst the proceedings have inevitably required
considerable management time and attention during the year, we remain committed to pursuing the
Company’s legal rights vigorously. As the matter remains before the Singapore courts, it would be
inappropriate to comment further on the substance or likely outcome of the litigation beyond the
information already announced publicly.
At the same time, management has remained focused on rebuilding and repositioning the business.
Efforts during the year have concentrated on reducing Semnet’s historical reliance on lower-margin
hardware sales and increasing its emphasis on higher-value cybersecurity, enterprise infrastructure
and managed services, where we believe the business possesses strong technical expertise and more
attractive long-term growth prospects.
Cybersecurity remains fundamental to every modern financial institution. As GST continues
integrating its payment services, blockchain infrastructure and digital asset capabilities through the
GS Money ecosystem, we believe Semnet’s expertise will become increasingly valuable, not only as a
standalone commercial business but also as an integral part of the secure technology infrastructure
supporting the Group’s wider fintech strategy.
Whilst FY26 was undoubtedly a challenging year for Semnet, the Board believes the business retains
considerable technical capability and an experienced team. We remain confident that, as the litigation
progresses and the operational repositioning of the business continues, Semnet will be well placed to
make an increasingly valuable strategic and financial contribution to the Group.
9
Bitcoin Treasury Policy
One of the most significant strategic developments during the year was the formal adoption of the
Group’s Bitcoin Treasury Policy on 25 June 2025. The policy reflects the Board’s belief that Bitcoin has
an increasingly important role to play as a long-term treasury reserve asset for companies operating
within the digital asset and blockchain sectors and is a natural extension of GST’s broader fintech
strategy.
As a business developing regulated payment services, blockchain infrastructure, digital asset
technology and, increasingly, stablecoin and artificial intelligence solutions, we believe it is
appropriate that our treasury strategy should reflect the markets in which we operate. The Board
considers Bitcoin to be a highly liquid digital asset with characteristics that differentiate it from
traditional cash holdings, including its finite supply, global accessibility and increasing institutional
acceptance. We therefore believe that holding a proportion of the Company’s treasury reserves in
Bitcoin aligns both with our long-term strategic objectives and with the services we are developing for
our customers.
To support the implementation of the Treasury Policy, the Company completed a fundraising during
the year, enabling the Board to commence the phased establishment of a Bitcoin treasury. In
September 2025 we announced that the Company had acquired approximately 8.8 Bitcoin at an
average purchase price of approximately US$113,593 per Bitcoin, representing an initial investment
of approximately US$1.0 million against the Board’s previously announced allocation of up to US$2.0
million.
The initial acquisition was undertaken during a period in which Bitcoin was trading close to its then
all-time high. Whilst some may question the timing of those purchases, it is important to recognise
that the Board adopted the Treasury Policy with a long-term investment horizon, rather than seeking
to trade short-term market movements. Consistent with that disciplined approach, we also recognised
that market conditions had become increasingly extended and took the decision to pause further
purchases whilst awaiting more favourable market opportunities. By the time of the publication of
our interim results in December 2025, the Bitcoin price had retraced to approximately US$87,000,
demonstrating the volatility that is characteristic of this emerging asset class.
The Board has adopted the revaluation model for the subsequent measurement of the Group's Bitcoin
treasury asset. This approach most appropriately reflects the economic substance and intended use
of the Bitcoin treasury reserve, while providing shareholders and other stakeholders with more
relevant and transparent financial information by reflecting the prevailing market values of the
Company’s Bitcoin treasury holdings.
The Board’s conviction in Bitcoin as a strategic treasury reserve asset has not changed. We recognise
that price volatility is an inherent feature of Bitcoin and that periods of significant appreciation are
frequently followed by periods of consolidation. Our policy is therefore not based upon attempting to
predict short-term price movements, but upon our belief that Bitcoin will continue to mature as a
globally recognised digital store of value and an increasingly important component of the evolving
financial system. This long-term perspective remains consistent with the Group’s wider strategy of
investing in technologies that we believe will underpin the future of international financial services.
Our Treasury Policy should also be viewed in the broader context of the Group’s GS Money strategy.
As we continue integrating regulated payments, blockchain technology, digital assets, stablecoins and
artificial intelligence into a unified financial services platform, we believe that maintaining a carefully
managed Bitcoin treasury reinforces both the credibility of our digital asset strategy and our
understanding of the markets in which we operate.
10
The Board will continue to review the level of the Company’s Bitcoin holdings in light of prevailing
market conditions, operational cash requirements and wider capital allocation priorities. We remain
committed to a disciplined and measured approach that balances prudent treasury management with
the long-term opportunities we believe Bitcoin presents for the Company and its shareholders.
Funding
The Board has continued to adopt a prudent approach to capital management, ensuring that the
Company has access to sufficient financial resources to execute its strategic objectives whilst seeking
to minimise unnecessary dilution for shareholders. As the Group continues to invest in the
development of its GS Money ecosystem, regulatory infrastructure, technology platforms and
strategic growth initiatives, access to new capital has been necessary for our long-term strategy.
On 7 July 2025, the Company announced a placing of 145,833,333 new ordinary shares at an issue
price of 1.20 pence per share, raising gross proceeds of £1.75 million. In addition, the Company
launched a retail offer to existing shareholders at the same issue price. Following strong shareholder
support, the retail offer resulted in the issue of a further 14,583,333 new ordinary shares, raising gross
proceeds of £175,000. Accordingly, the fundraising raised aggregate gross proceeds of £1.925 million
through the issue of 160,416,666 new ordinary shares.
The proceeds of this fundraising were principally applied towards the implementation of the
Company’s Bitcoin Treasury Policy, whilst also providing additional working capital to support the
continued development of the Group’s GS Money strategy, including investment in its payment
infrastructure, blockchain technology, digital asset capabilities and software development. The Board
was particularly pleased to provide existing shareholders with the opportunity to participate in the
fundraising through the retail offer, reflecting our continued commitment to shareholder engagement
wherever practicable.
Subsequent to the financial year end, the Company announced that it had secured a US$10 million
unsecured term loan facility with Clarivan Group Kommanditbolag. The facility represents an
important milestone in the evolution of the Group’s capital structure and provides significant
additional financial flexibility as we continue to execute our long-term growth strategy. The facility is
available to support working capital requirements, strategic acquisitions and the continued expansion
of the Group’s technology platforms and regulated financial services businesses. It is unsecured, bears
interest only on drawn amounts at 5 per cent. per annum, and has a maturity date of 31 July 2030.
Unlike equity capital, the facility enables the Company to pursue appropriate growth opportunities
without immediate shareholder dilution. The Board believes that broadening the Group’s sources of
finance beyond the equity markets is an important stage in the Company’s development and reflects
growing confidence in GST’s strategy and long-term prospects.
Board and People
The progress made by the Group during FY26 reflects the dedication, professionalism and expertise
of our employees across the business. Although the financial performance for the year fell short of
our expectations, considerable work was undertaken behind the scenes to strengthen the foundations
of the Group and position GST for its next stage of development.
Our teams have continued to integrate the businesses acquired over recent years whilst
simultaneously developing new technology platforms, strengthening regulatory compliance,
supporting our customers and navigating an increasingly complex operating environment. The
progress made across our payment operations, digital asset activities, software development and
cybersecurity businesses is a testament to their commitment and resilience.
11
The year also required significant management focus as the Group advanced a number of strategic
initiatives, including the further development of the GS Money ecosystem, the implementation of our
Bitcoin Treasury Policy, the acquisition and integration of Metapay, and the ongoing repositioning of
our digital asset operations in response to the evolving European regulatory framework. At the same
time, management has continued to pursue the Company’s legal rights in relation to the Semnet
litigation whilst ensuring that the business remains focused on serving customers and delivering its
long-term strategic objectives.
The Board remains committed to maintaining high standards of corporate governance, regulatory
compliance and risk management as the Group continues to expand. As our businesses grow and the
regulatory landscape continues to evolve, this will remain fundamental to the sustainable
development of the Company.
On behalf of the Board, I would like to thank all of our employees for their hard work, commitment
and professionalism throughout what has been a demanding, but strategically important, year. I
would also like to thank my fellow Board members for their continued support, guidance and
stewardship as we continue executing the Group’s long-term strategy.
Summary
FY26 was a year of substantial strategic activity, but the Group’s financial performance does not reflect
the progress made across the business. Revenue reduced and losses increased as GST invested in
technology, regulatory capability, business integration and the restructuring of certain operations. The
Board recognises that these results are disappointing and that shareholders will ultimately judge the
success of our strategy by its ability to deliver sustainable revenue growth, improved operating
performance and long-term value creation. Nevertheless, we believe the work undertaken during the
year has materially strengthened the foundations of the Group.
GST now combines regulated foreign exchange and cross-border payment services, European
payment infrastructure, proprietary software development, blockchain technology, digital asset
capabilities and cybersecurity expertise. These are not intended to operate indefinitely as separate or
disconnected businesses. Our objective is to bring these capabilities together under the GS Money
banner to create an integrated financial technology ecosystem capable of serving businesses and
individuals operating across borders.
The Group’s strategic direction is increasingly focused on the convergence of regulated payments,
blockchain, stablecoins and artificial intelligence. We believe these technologies will become
progressively more interconnected as financial services evolve. Cross-border payments will
increasingly make use of blockchain-based settlement; stablecoins are likely to become an important
means of moving value efficiently between jurisdictions; and artificial intelligence has the potential to
automate increasingly complex financial, compliance and operational processes.
GST already owns or controls many of the technological and operational components required to
participate in this development. Our priority is therefore not to pursue a series of unrelated initiatives,
but to integrate the capabilities already assembled within the Group and ensure that they operate
effectively as a whole.
Angra Global is expected to remain central to this strategy as the Group’s regulated payments and
foreign exchange platform. During the coming year, management will focus on increasing customer
activity, expanding relationships with UK Small Payment Institutions and building upon the European
presence established through the acquisition of Metapay. The Group will also continue to progress its
12
regulatory objectives, recognising that appropriate permissions and strong compliance infrastructure
are essential to sustainable growth in financial services.
Within digital assets, our focus will be on completing the operational changes arising from the
transition away from the former Lithuanian structure and establishing a more suitable route to future
European regulatory compliance. We will continue to develop the technology originally brought into
the Group through GS20 and Bake, but increasingly as part of the broader GS Money ecosystem rather
than as standalone exchange activities.
The Group’s software development team in Singapore, in collaboration with Sodales AI, will continue
advancing the integration of AI capabilities within GS Money. Our initial focus is expected to be on
practical applications that improve efficiency, including customer onboarding, transaction monitoring,
compliance processes and operational support. Over time, we believe these capabilities can be
extended to support more sophisticated financial management and automated transaction execution.
Stablecoin functionality also remains an important element of our development roadmap. We believe
that combining stablecoin infrastructure with regulated payment services and proprietary blockchain
technology could provide customers with faster, more transparent and more flexible methods of
transferring value internationally. Development will be progressed carefully and in accordance with
the regulatory requirements applicable in the relevant jurisdictions.
Semnet faced a difficult year, both operationally and as a result of the ongoing litigation. The Board
remains committed to protecting the Group’s interests and pursuing the claims that have been
announced. At the same time, management will continue rebuilding the underlying business and
focusing its activities on areas where its cybersecurity, enterprise infrastructure and technology
expertise can generate stronger and more sustainable returns.
The Bitcoin Treasury Policy introduced during the year remains part of the Group’s broader digital
asset strategy. The Board recognises that Bitcoin is volatile and that the Company’s initial purchases
were made during a period when the price was close to its then all-time high. The policy has, however,
been adopted with a long-term perspective rather than as a short-term trading strategy. Future
purchases, if any, will continue to be considered carefully in the context of market conditions,
operating cash requirements and the Group’s wider capital allocation priorities.
Following the year end, the US$10 million unsecured loan facility materially enhanced the Company’s
financial flexibility. The facility provides GST with access to additional capital to support technology
development, working capital and potential strategic opportunities without the immediate dilution
associated with an equity fundraising. The Board intends to deploy this capital selectively and does
not view its availability as a reason to pursue expenditure or acquisitions that do not meet our
strategic and financial criteria.
We will continue to evaluate complementary investments and acquisitions where they can accelerate
regulatory access, add technology, extend geographic reach or strengthen the wider GS Money
proposition. Any such opportunities will be assessed against their ability to enhance the integrated
Group strategy and create value for shareholders.
The Board is conscious that the Group must now translate its strategic progress into improved
commercial and financial performance. Our immediate priorities are therefore to increase transaction
activity across Angra, complete the integration and repositioning of the digital asset operations,
progress the development of GS Money, maintain control of costs and allocate capital to those
initiatives offering the clearest path to sustainable returns.
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GST remains a relatively small business operating within large and rapidly changing markets. Execution
risk remains, particularly in relation to regulation, technology development and the conversion of new
products and customer relationships into meaningful revenues. However, we believe the Group is now
better equipped to address these challenges than at any previous point in its development.
The components we have assembled across payments, blockchain, digital assets, cybersecurity,
stablecoins and artificial intelligence provide GST with a distinctive strategic position. Our task in the
coming year is to bring those components together more fully, commercialise the resulting capabilities
and demonstrate the value of the platform we have been building.
I would like to thank our employees, customers, commercial partners and advisers for their continued
support. Importantly, I would also like to thank our shareholders for their patience and commitment
as we have invested in the future of the Group.
The Board recognises that shareholders ultimately expect this investment to be reflected in the
Company’s financial performance and valuation. Whilst FY26 was principally a year of building,
integration and repositioning, we believe the foundations are now substantially stronger and that GST
is well placed to pursue the opportunities emerging across international payments, blockchain
infrastructure, stablecoins, digital assets and artificial intelligence.
I look forward to reporting on our progress during the year ahead.
On behalf of the Board
Tone Goh
Executive Chairman
30 July 2026
14
Financial Review
The Group reported net revenue of US$1.455 million for the year ended 31 March 2026 (2025:
US$2.817 million) and a loss before taxation of US$5.458 million (2025: US$2.313 million). The
increase in the loss reflects continued investment in the Group’s technology platform, regulatory
capability, product development and strategic initiatives, together with lower reported revenues
during the year.
The reported reduction in revenue is not directly comparable with the prior year. Within Angrafx,
safeguarded customer funds are now presented as liabilities rather than revenue in accordance with
the appropriate accounting treatment. In addition, the comparative performance of Semnet reflects
an 18-month reporting period, whereas FY26 covers a normal 12-month period, together with lower
hardware sales following the loss of several significant overseas customers. These factors materially
affect the year-on-year comparison and should be considered when reviewing the Group’s financial
performance.
The Group’s net assets at 31 March 2026 were US$5.48 million (31 March 2025: US$8.32 million),
reflecting the loss recorded during the year, partially offset by the £1.925 million equity fundraising
completed in July 2025.
Cash and cash equivalents at the year end were US$1.85 million (31 March 2025: US$4.21 million).
The Board believes the Group remained appropriately funded to execute its strategy during the year
and, following the subsequent announcement of the US$10 million unsecured loan facility, the Group
has significantly enhanced financial flexibility to support its future growth plans while reducing
reliance on future equity funding.
The Board believes the investment made during FY26 has strengthened the Group’s strategic position.
The focus during the coming year will be on converting those investments into increased commercial
activity, revenue growth and an improved financial performance.
15
Strategic Report
The directors present their strategic report for the year ended 31 March 2026.
Review of the Business
A review of the period of these accounts is given in the Chairman’s statement on pages 4 to 13.
Business Model and Company Purpose
GST is a global fintech company dedicated to delivering innovative financial solutions powered by
blockchain, digital payments, and emerging technologies. Our core purpose is to provide secure,
scalable, and accessible borderless financial services that empower businesses and individuals in the
digital global economy. We aim to bridge traditional finance with emerging technologies, fostering
efficiency, transparency, and inclusion while prioritising regulatory compliance and long-term
shareholder value.
The Group operates through a portfolio of synergistic entities, each contributing to our GS Money
vision of a borderless neobanking platform:
1. GS Fintech Pte Ltd (Singapore subsidiary) functions as the central in-house software
development and technology innovation arm of the Group. This team has played a pivotal role
in the design, development, and ongoing enhancement of the Angra Global and AngraB2B
platforms which underpin much of the Group’s foreign exchange and payment operations and
are actively utilised across our network of Angra companies. Building on this foundation, the
software team is now executing an ambitious roadmap to integrate sophisticated AI agents
within the GS Money ecosystem. This initiative will culminate in the launch of a next-
generation Agentic AI neobanking platform capable of autonomous, context-aware
operations. Future phases include forging strategic partnerships with AI providers to embed
top-tier models directly into the platform’s infrastructure. This will enable advanced
capabilities such as multi-step decision-making, predictive analytics for risk and compliance,
and seamless execution of complex transactions including wire transfers without requiring
direct human initiation, thereby significantly enhancing speed, accuracy, and user
empowerment.
2. Angra Limited (UK subsidiary) and Angra Global Limited (Canada subsidiary) form the
cornerstone of our foreign exchange and payment services. Angra Global, operating under the
AngraFX and Angra Global brands, holds key regulatory licences including FCA Authorised
Payment Institution (“API”) status in the UK and a Canadian Money Services Business (“MSB”)
licence.
As part of its expansion strategy, Angra is proactively engaging with more than 2,000 UK-based
Small Payment Institutions (“SPIs”). This targeted outreach is generating meaningful increases
in client volumes and transaction activity, solidifying our presence in the UK financial services
sector. We continue to explore additional strategic partnerships and geographic expansions
to sustain this momentum, capitalising on the strong demand for reliable, cost-effective, and
efficient foreign exchange and cross-border payment solutions. By strengthening our position
in these high-potential markets, Angra aims to emerge as a leader in serving SPIs and
international businesses while contributing to the Group’s overall global scale.
Angra SP z.o.o. in Poland (formerly Metapay, acquired on 23 January 2026) has been fully
integrated into the Group structure and is actively supporting Angra’s broader growth
16
initiatives across the European Union. Its regulatory footprint and operational capabilities
complement our existing platforms, enabling enhanced service delivery, localised compliance,
and expanded market reach within the EU. With sustained momentum and growing market
share, this entity positions Angra favourably to seize emerging opportunities in European
payments and further reinforce our international standing.
3. GS Fintech UAB (Lithuania subsidiary) has completed the wind-down of its standalone Crypto
Asset Exchange and Wealth Management activities. Platform operations along with
associated customer assets and liabilities have been transferred to Finferno S.P.Z.O.O.
This move was necessitated by difficulties in securing a MiCA regulatory licence in Lithuania.
The Group has determined that a full exit from Lithuania is prudent at this juncture; however,
we remain committed to achieving MiCA compliance through more suitable jurisdictions and
will carefully evaluate acquisition opportunities that accelerate regulatory and operational
objectives in Europe.
4. Semnet Pte Ltd (Singapore subsidiary) delivers cybersecurity solutions, IT network
infrastructure, AI hardware, and enterprise systems primarily to startups and SMEs across
Singapore and the broader Southeast Asia region. While recent performance has been
affected by ongoing legal proceedings with ex-founders - centered on alleged breaches of
fiduciary and contractual duties owed to the company, the management are confident in a
positive turnaround.
The legal action is progressing, and the Company will continue to provide timely updates on
outcomes, including any potential recovery of claimed amounts (approximately US$4.2
million). Semnet’s expertise remains vital for protecting Group platforms and supporting
client offerings in a threat-intensive digital environment.
This integrated strategy is explicitly designed to generate long-term shareholder value by harnessing
the powerful convergence of traditional finance, blockchain, AI, and digital assets. We maintain a clear
emphasis on regulatory compliance, continuous innovation, operational resilience, and disciplined
capital allocation. Progress is closely monitored through regular Board-level reviews, ensuring that
resources are directed toward initiatives with the highest potential impact.
Business Model
GST’s business model is built on three core pillars: blockchain-based payment and financial services,
foreign exchange (FX) solutions, and crypto asset exchange and wealth management. These pillars
enable us to serve a diverse client base, including businesses and individuals, across multiple
geographies.
1. Blockchain-Based Payment and Financial Services: Through the GS Money platform and
associated stablecoin solutions, we offer secure, efficient, and highly scalable payment
infrastructure for cross-border transactions. Blockchain technology enables real-time
settlement, full transparency, and reduced intermediaries, delivering low-cost, seamless
experiences for both B2B and B2C clients operating in global markets.
2. Foreign Exchange Solutions: Delivered primarily via the Angra Global and AngraB2B platforms,
these services provide competitive exchange rates, multi-currency e-wallets (supporting
currencies such as GBP, EUR, USD, CAD, CNY, and USDT), and sophisticated hedging tools.
Clients benefit from effective mitigation of currency volatility, supporting stable and
predictable financial operations in international trade and remittances.
17
3. Crypto Asset Exchange and Wealth Management: The integrated Bake Cryptocurrency
platform (including web and mobile applications) caters to the expanding demand for
decentralized finance. It provides virtual asset trading, stablecoin services, and wealth
management tools, positioning the Group at the forefront of digital asset innovation while
maintaining appropriate risk controls.
These pillars are strengthened by Semnet, which supplies essential software maintenance,
cybersecurity surveillance, and IT infrastructure services. This ensures our platforms remain secure
and resilient against evolving cyber threats.
Revenue is generated predominantly through transaction fees, platform usage income, and ancillary
financial services. In FY26, the Group has sustained its focus on regulatory adherence and
technological advancement, even as it adapts to structural changes such as the Lithuania wind-down,
repositioning us for sustainable expansion in high-growth markets.
Main Trends and Factors Affecting Future Development, Performance, and Position
The fintech and cross-border payments landscape is evolving at an accelerated pace, shaped by
technological disruption, regulatory maturation, and shifting customer expectations. Several key
trends and factors are particularly relevant to GST’s strategy and prospects.
o Rapid adoption of real-time payment systems and interoperability frameworks (such as BIS
Project Nexus) is compressing settlement times and lowering costs for cross-border flows.
Stablecoins and tokenized assets are increasingly serving as programmable rails for efficient,
24/7 transactions.
o The rise of agentic AI and autonomous commerce is transforming financial services, enabling
intelligent, self-executing processes that align closely with our development roadmap.
o Greater clarity around the MiCA regulation, stablecoin frameworks, and their interaction with
EMI and PI licences in key jurisdictions (EU, UK, and LatAm) creates opportunities for licensed
operators while also posing risks of elevated compliance costs or licensing delays.
o Heightened cybersecurity demands and the convergence of AI with payments infrastructure
are creating both opportunities and imperatives for resilient platforms.
o Currency volatility, economic conditions in target markets (EU growth, Latin American
expansion), and competition from incumbents and new entrants drive the need for agility and
innovation.
o Stakeholder focus on environmental impact and sustainable finance is growing, influencing
product development and operations.
These trends align with GST's strategic focus on blockchain, digital payments, and emerging
technologies, providing tailwinds for growth while requiring proactive risk management.
18
Key Performance Indicators (KPIs)
The Group tracks a range of financial, operational, and qualitative KPIs to assess strategic progress,
operational efficiency, and long-term value creation. These metrics reflect our focus on scaling core
payment and e-money activities while managing the impacts of business reconfigurations.
Financial KPIs
Metric
Mar-26
(USD '000)
Mar-25
(USD '000)
Change
Trend
Revenue
1,455
2,817
-1,109 (-42.3%)
Continued transition and strategic
focus on developing its fintech
businesses and expanding long-term
growth opportunities
Net Operating Expenses
5,733
4,842
+1,354 (+28.7%)
Higher overheads and investment
costs
Total Net Loss
(5,406)
(2,419)
-3,229 (+140.5%)
Higher net loss driven by regulatory
licensing delays and loss of key
customers
Basic Loss per Share
(0.00197)
(0.00106)
-0.00105 (+101%)
Higher investment costs incurred
during the year as the Group
continues executing its long-term
growth strategy
Revenue per Employee
35
80
-45 (-56.3%)
Moderated during the year as the
Group maintained resources to
support future business expansion
and operational development
Operating Margin
-394.0%
-171.9%
-222.1%
Continued investment in growth
initiatives ahead of the expected
commercialisation of its strategic
projects
Net Loss Margin
-371.5%
-85.9%
-285.6%
Impacted by ongoing strategic
investments and lower revenue
during the year, while positioning the
Group for future revenue generation
Expense-to-Revenue
Ratio
394.0%
171.9%
+222.1%
Timing difference between current
investments and the anticipated
future benefits from the Group's
strategic initiatives
Net Assets
5,488
8,324
-1,956 (-35.0%)
Solid capital base to support the
Group's ongoing operations and
strategic objectives
Cash in Bank
1,851
4,214
-2,363 (-56.1%)
Cash utilised to fund operating
activities and business investments
during the year, while maintaining
sufficient liquidity to support ongoing
business operations
19
Qualitative KPIs
To provide shareholders with deeper insight into non-financial performance, the Group also monitors
a range of qualitative KPIs:
1. Organizational Capability and Talent: We have optimised our workforce from 41 to 35 people
to focus on high-value roles in software engineering, AI, compliance, and business
development. Investments in AI tools are already yielding productivity gains, while a
deliberate emphasis on culture has supported retention and knowledge sharing in a
competitive talent market.
2. Investor and Market Confidence: We prioritize clear, timely communication with
shareholders. Successful fundraises, including the £1.925 million equity placement, and the
US$10 million post period unsecured loan facility have bolstered our Bitcoin treasury
(currently 8.8 BTC) and growth initiatives. Our net asset position remains robust, reflecting
prudent financial stewardship amid strategic investments.
3. Customer and Partner Engagement: We maintain rigorous focus on service reliability, client
satisfaction metrics, and partnership depth, particularly with payment institutions,
technology collaborators, and regulatory bodies. These relationships underpin volume growth
and platform adoption.
Collectively, these indicators demonstrate our progress toward operational resilience, innovation
leadership, and long-term preparedness.
Analysis of Development, Performance, and Position
The financial results for FY26 reflect a period of strategic transition. Revenue and loss comparisons
with the prior year are not directly comparable due to reclassifications within Angra and the
suspension of certain virtual asset trading services.
The Group continued to invest in core infrastructure and regulatory initiatives resulting in controlled
expense growth. Revenue per employee and headcount optimisation demonstrate a deliberate focus
on efficiency further supported by plans to adopt AI technologies.
While net assets and cash balances declined from the prior year, the balance sheet remains robust
with net assets of US$6.752 million and cash of US$1.851 million, providing a solid foundation for
continued growth. Overall, these figures underscore the Group’s disciplined approach to managing
costs and resources during this phase while prioritising long-term growth in our core business.
Risks and Uncertainties
The Group maintains a robust risk management framework specifically tailored to the dynamic
fintech, blockchain, digital payments, and AI-driven neobanking landscape. The Board, supported by
the Audit committee, regularly reviews key risks and mitigation strategies. The following outlines
principal risks and uncertainties for FY26 and forward. This is not an exhaustive list.
1. Regulatory and Compliance Risks
The fintech sector operates under increasingly complex and evolving regulatory regimes across
multiple jurisdictions (UK FCA, Canadian MSB, EU MiCA, Singapore, and others). Challenges in
obtaining or maintaining licences such as the MiCA application issues experienced in Lithuania could
20
delay product launches, restrict service offerings, or necessitate costly restructurings. Non-compliance
with AML, KYC, data protection (e.g., GDPR), or consumer protection rules may result in fines,
enforcement actions, reputational damage, or operational restrictions. Our ambitious agentic AI
neobanking plans and stablecoin integrations introduce additional scrutiny around automated
decision-making, consumer safeguards, and cross-border data flows. Geopolitical tensions or policy
shifts could further complicate expansions. The Group addresses these risks through dedicated
compliance teams, engagement with specialist legal and regulatory advisors, pursuit of multi-
jurisdictional licensing strategies, and regular internal audits. The Board actively monitors regulatory
developments and has demonstrated agility through the Lithuania wind-down and Finferno transfer,
while investing in technology solutions for automated compliance monitoring.
2. Technological, AI Integration, and Cybersecurity Risks
Rapid innovation in blockchain, AI agents, and digital infrastructure carries execution risks, including
integration failures, system incompatibilities, or underperformance of new agentic AI features such as
autonomous transaction execution. Cybersecurity threats are heightened in fintech, with potential for
data breaches, ransomware, or sophisticated attacks targeting payment platforms or customer assets.
Dependence on third-party AI models and cloud services adds vendor-related vulnerabilities. Semnet’s
offerings help internally, but any lapse could erode client trust. The Group addresses these risks by
leveraging Semnet’s core cybersecurity expertise and ongoing surveillance, implementing layered
security controls, conducting regular penetration testing and incident response planning, and pursuing
phased rollouts for AI features with rigorous testing. Partnerships are selected based on thorough due
diligence and strong contractual safeguards.
3. Market, Competition, and Economic Risks
Intense competition from established banks, larger fintechs, and new entrants in cross-border
payments and foreign exchange could pressure margins, client acquisition, and market share.
Volatility in foreign exchange rates, crypto markets, and broader economic conditions including
inflation, interest rates, and geopolitical events affects transaction volumes and client demand.
Slower-than-expected adoption of agentic AI neobanking could impact growth projections. The Group
addresses these risks through diversification across its business pillars of foreign exchange, payments,
and cybersecurity, a continued focus on niche segments such as SPIs, ongoing product innovation, and
disciplined cost management. The Bitcoin policy forms part of a long-term reserve approach with
appropriate monitoring, while key performance indicators and market trends are tracked closely.
4. Operational and Cybersecurity Threats
Operations, including the Angra Global and AngraB2B platforms rely on cutting-edge technologies and
infrastructure. Technological obsolescence or disruptions could impair service delivery and
operational efficiency. The Group focuses on developing proprietary software in-house and is
implementing modular platform architectures to enhance scalability and adaptability to emerging
technologies. This reduces reliance on external vendors for our core business while supporting long-
term innovation.
5. Financial and Liquidity Risks
As a growth-oriented company investing heavily in technology and expansion, the Group faces risks
related to cash flow variability, funding requirements for AI and regulatory initiatives, and potential
increases in operating losses during investment phases. Dependence on transaction-based revenues
exposes the Group to volume fluctuations. While recent equity raises have strengthened the position,
sustained losses or adverse market conditions could constrain flexibility. The Group addresses these
risks through prudent capital allocation, regular financial forecasting, maintenance of healthy level in
21
net assets in recent reporting, and diversified revenue streams. The Bitcoin treasury is intended to
enhance long-term resilience against certain fiat-related risks, while relationships with potential
funding partners are maintained.
6. Foreign Exchange Rate Volatility
International operations expose the Group to foreign exchange rate fluctuations, which can affect
asset valuations and profitability. The Group employs hedging strategies, including forward contracts,
and maintains a diversified currency portfolio. Strong banking relationships further help stabilise
financial performance despite unpredictable foreign exchange movements.
7. Risks Relating to Group Business Strategy
The Group’s growth strategy involving geographic expansion and potential acquisitions introduces
integration, execution, and operational risks. A dedicated focus on project oversight, disciplined
capital allocation, and rigorous due diligence processes supports effective implementation. Regular
Board reviews ensure the strategic roadmap remains aligned with market conditions and internal
capabilities.
8. Legal, Reputational, and Strategic Misalignment Risks
Ongoing or future litigation including Semnet-related matters, regulatory investigations, or adverse
publicity could harm the Group’s reputation. Strategic decisions around AI autonomy, geographic
focus, or partnerships carry risks of misalignment with market needs or execution shortfalls. Failure
to meet shareholder expectations on growth or compliance could affect investor confidence. The
Group addresses these risks through transparent communication, strong governance practices, and
ethical decision-making frameworks. The Board regularly reviews strategy against risk appetite and
incorporates external feedback.
9. Climate-Related Risks
Climate change poses potential financial and operational risks, including disruptions to infrastructure,
offices, and supply chains, alongside increasing stakeholder expectations for sustainable practices.
The Group integrates environmental, social, and governance (ESG) principles into its operations.
Regular climate risk assessments and scenario analyses inform strategic planning, while we explore
opportunities to offer sustainable financial products aligned with our fintech activities.
The Board remains confident in the Group’s strategic direction and its ability to navigate these risks
effectively. This confidence is underpinned by a resilient business model, strong governance, proactive
risk management, and a clear focus on core payments and e-money services, regulatory
advancements, and efficiency initiatives including AI adoption.
22
Viability Statement
In accordance with Provision 31 of the UK Corporate Governance Code and the requirements of the
FCA Listing Rules, the Directors have assessed the viability of GSTechnologies Limited and its
subsidiaries over a period of three years, to 31 March 2029. The Directors consider that a three-year
period is appropriate as it aligns with the Group’s strategic planning cycle and provides a reasonable
degree of visibility over market conditions, regulatory developments, and planned investments in
technology and geographic expansion.
Assessment of Principal Risks
The Board maintains a consolidated risk register that is reviewed regularly by the Audit Committee,
with clear ownership, early-warning indicators, and mitigating controls for each principal risk. The risks
currently considered most significant to the delivery of the Group’s strategy across blockchain-
enabled payments (GS Money), foreign exchange (Angra Global), and digital asset exchange and
wealth management (Bake/GS20, now GS Fintech UAB) are:
1. Market conditions and competition: Rapid innovation, shifting customer expectations and
consolidation in the fintech and cryptocurrency sectors could pressure margins, market share,
and growth. Mitigations include continued product development, strategic partnerships (e.g.
Stripe and Nuvei), disciplined geographic expansion, and close monitoring of user growth and
retention trends.
2. Operational resilience and cybersecurity: As a fully digital financial services group, the threat
landscape includes data breaches, ransomware and platform disruption. Controls include
zero-trust architecture via Semnet, quarterly independent penetration tests (with zero critical
vulnerabilities reported in FY26), robust high-availability infrastructure achieving 99.9%
uptime, staff training, and independent security audits.
3. Technology dependence and third-party concentration: The Group relies on proprietary
platforms and external vendors for critical components (e.g. cloud, payments rails).
Mitigations include increased in-house development, modular architectures, vendor due
diligence, and dual-sourcing where proportionate.
4. Digital asset market volatility: Crypto price shocks can impact trading volumes, fees and
customer confidence. Mitigations include expansion of stablecoin solutions, diversified
product mix, enhanced risk modelling, and hedging instruments tailored to cryptocurrency
markets.
5. Foreign exchange risk: Multi-currency operations expose the Group to foreign exchange
movements. Mitigations include hedging strategies, diversified currency flows, and strong
banking partnerships (e.g. ClearBank) to support liquidity management.
6. Regulatory change and authorisations: The Group operates under evolving regimes (e.g. FCA
permissions, EU MiCA). Risks include higher compliance costs, constraints on products, or
delays in approvals. Mitigations include active regulator engagement, robust AML/KYC
controls (evidenced by a clean regulatory audit in FY25), and investment in regulatory
technology to automate compliance.
7. Capital availability and liquidity: Execution of the strategic plan requires ongoing investment.
Mitigations include diversified funding options (equity and debt), staged capital expenditure,
23
and disciplined prioritisation. The Group successfully raised £1.925 million in equity during
FY26, supporting confidence in access to capital.
8. Strategic execution (acquisitions, integration, and expansion): Integrating Bake/GS20 into
GS Fintech UAB and expanding into Europe and Southeast Asia introduces integration, culture
and localisation risks. Mitigations include a dedicated integration office, milestone tracking
and go-to-market gating based on regulatory readiness.
9. Climate-related risks: Climate change could disrupt hosting, offices and suppliers, and
stakeholders expect demonstrable progress on ESG. Mitigations include climate risk
assessments, emission reduction initiatives (10% carbon footprint reduction achieved in
FY25), and development of green fintech products under GS Money.
In addition to the above, cross-cutting mitigations include strengthened governance under the QCA
Code, independent committee oversight, enhanced internal controls, and continuous improvement
of culture, training and whistleblowing channels.
Stress and Scenario Testing
The Directors conducted severe-but-plausible stress tests and reverse stress tests over the three-year
horizon, assessing the impact of adverse events on liquidity, going concern headroom, regulatory
compliance and the strategic roadmap.
Scenario families modelled included:
● Revenue shock and slower adoption: A 30–50% fall in trading volumes and user growth,
combined with margin pressure.
● Regulatory delay or constraint: 6–12 month delay in key approvals (e.g. FCA, EMI or MiCA).
● Crypto market dislocation: Sharp cryptocurrency market drawdowns with resulting volume
reductions.
● Cybersecurity incident or operational disruption: Platform downtime or data breach
requiring recovery actions.
● Foreign Exchange stress: Multi-standard deviation adverse foreign exchange moves
impacting multi-currency operations.
● Funding shortfall: Delayed or smaller-than-planned capital raises in tighter market conditions.
The Board also modelled combined downside scenarios (e.g., regulatory delay plus revenue shock plus
capital market closure) and reverse stress tests to identify breakpoints that could threaten viability.
Early-warning indicators, including funded-user growth, regulatory milestone slippage, liquidity stress
metrics and vendor performance, were mapped to predefined management actions.
Mitigating actions considered in the modelling included:
● Scaling back discretionary expenditure and non-critical capital projects;
● Vendor cost optimisation and dual-sourcing;
● Fee and product-mix adjustments to protect contribution margins;
● Leveraging strong payment partnerships (Stripe, Nuvei) to reduce customer acquisition costs;
● Accelerating reg-tech automation to lower run-rate compliance costs; and
● Drawing on diversified capital sources and prior experience raising funds.
Findings
In all severe-but-plausible scenarios, after executing available management actions, the Group
maintained sufficient liquidity headroom and operational continuity to meet its liabilities and
24
regulatory obligations over the three-year period. Sensitivities are greatest around regulatory timing
and volume-driven digital asset revenues, though the strategic shift toward payments, foreign
exchange and stablecoin services improve resilience.
Reasonable Expectation
Based on the Group’s current financial position, its robust balance sheet, diversified revenue streams,
scalable technology platforms and the outcomes of the risk and stress testing described above, the
Directors have a reasonable expectation that GSTechnologies will be able to continue in operation and
meet its liabilities as they fall due over the three-year period to 31 March 2029.
This Viability Statement should be read in conjunction with the Principal Risks and Uncertainties
section of the Strategic Report and the Board’s assessment of the Group’s risk management and
internal controls in the Corporate Governance Report.
25
Corporate Governance Report
The Board is pleased to present the Company’s Corporate Governance report for the year ended 31
March 2026. This section of the Annual Report provides a description of our corporate governance
structure and processes whilst setting out their application throughout the year ended 31 March 2026.
The Board has voluntarily adopted the Quoted Companies Alliance Corporate Governance Code 2023
(“QCA Code”) as the governance framework it considers most appropriate for the current size and
stage of development of the Company. The QCA Code was applied throughout the year ended 31
March 2026. The principles of the QCA Code as applied by the Company are set out below.
Principle 1 – Purpose, Strategy & Business Model
GSTechnologies has a clearly articulated purpose (as set out in its Strategic Report): to deliver secure,
scalable fintech and ICT services that create long-term shareholder value through blockchain-enabled
payment systems and digital money infrastructure (GS Fintech, AngraFX, stablecoin platform).
The Board regularly reviews and sets long-term objectives aligned to this purpose, including
geographic expansion and the application of its technology and planned launch of further GS Money
products and services.
Principle 2 – Values, Culture & Behaviours
GST embeds ethical values across its businesses, with tone from the top emphasising transparency,
security, and compliance. Culture is overseen by the Board, which reviews any ethical lapses and how
deviations are addressed. Regular all-staff communication, governance training, and whistle-blowing
policies support these values. (Where gaps exist the Company plans to introduce KPIs and board
reporting during FY27.)
Principle 3 – Shareholder Needs, Expectations & Engagement
The Chair leads engagement with major shareholders, supported by the Company’s retained investor
relations adviser. The Company publishes regular announcements to update shareholders.
Shareholder engagement summaries appear in the Annual Report rather than solely on the website,
with inclusion of ESG-related feedback.
Principle 4 – Stakeholders & ESG Responsibilities
The Board actively considers the interests of all stakeholders—customers, employees, communities,
regulators and the environment. Specific oversight includes climate-related risks within the risk
register, and processes allowing employees to raise concerns in confidence. Planned board reports
include social/environmental KPIs and targets linked to its purposes.
Principle 5 – Risk & Internal Controls
GST maintains a proportionate risk management system monitored by the board and audit
committee. Topics regularly reviewed include cyber risk, regulatory and climate risk. The audit
committee assesses internal controls and auditor independence. Disclosures in the Annual Report
explain risk appetite, process of identification, mitigation, emerging threats, and board oversight.
(Emerging climate-risk oversight has been enhanced during FY26.)
26
Principle 6 – Board Composition & Independence
The Board comprises five directors (executive and non-executive), including one independent non-
executive. The Chair and Board assess independence annually, considering tenure, shareholding,
external relationships, and remuneration beyond director fees. Re-election takes place at the AGM.
The Company continues to evaluate the appointment of additional independent Non-Executive
Directors as it grows.
Principle 7 – Roles, Skills & Governance Structures
The Board is supported by audit and remuneration committees. While GST does not currently
maintain a separate nomination committee, nomination and Board appointments are handled
collectively by the Board. The Board ensures it holds relevant skills—including fintech strategy,
technology, financial services and governance—and allocates resources for Directors’ training (e.g.
cyber-security, blockchain, ESG).
Principle 8 – Board Evaluation & Continuous Improvement
An annual performance evaluation of the Board, committees and individual Directors is undertaken,
against clear objectives. Feedback is captured to improve effectiveness; the Chair’s performance is
included in the review, with actions tracked into the following year.
Principle 9 – Remuneration
GST has a remuneration policy aligned with long-term value creation, its strategy and culture. The
policy is simple, transparent, and linked to performance metrics. Senior management pay includes
holding meaningful share stakes (e.g. through share options). Independent non-executives do not
participate materially in performance-based schemes; if they do, shareholder consultation precedes
any allocation, as required.
Principle 10 – Reporting & Disclosure
GST reports the application of all ten principles in its Annual Report and on its investor-relations
website. Where full compliance may be in progress (such as having formal nomination committee
policy or full ESG KPIs), concrete plans and timelines are provided. The Board continues striving to
meet the QCA Code’s disclosure expectations and encourages feedback from investors and
stakeholders.
QCA Code Compliance Summary & Explanations
Principle
Status
1 – Purpose & Strategy
Compliant – published purpose, strategic objectives aligned to long-term
value
2 – Culture & Behaviour
Compliant – ethical tone from board; embedding culture. Formal cultural
metrics in progress
3 – Shareholder Engagement
Compliant – proactive engagement; summary disclosures in AR. Minority
protection in place
4 – Stakeholder & ESG
Partial/compliance-in-progress – frameworks in place; deeper KPI reporting
under development
5 – Risk & Controls
Compliant – regularly reviewed; covers climate and cyber risk; disclosures
robust
27
Principle
Status
6 – Board Composition
Not currently Compliant – Board includes only one independent Non-
Executive Director; independence annually assessed
7 –Governance Structure
Compliant – audit & remuneration committees in place; nomination handled
by full board
8 – Board Evaluation
Compliant – annual reviews with improvement action plans
9 – Remuneration
Compliant – pay policy simple, linked to strategy; independent oversight on
non-executive pay
10 – Reporting
Compliant – full governance reporting; explanations and transition plans
published where needed
QCA Code Conclusion
GSTechnologies confirms that it has adopted and applied the QCA Corporate Governance Code 2023
in the current reporting period. Where full implementation is still underway, the Company has
provided reasons and a clear timeline. The Board believes this approach supports its purpose, strategy
and long-term shareholder value creation aligned with stakeholder and regulatory expectations.
The Board
The Board is responsible to the Company’s shareholders for the performance, overall strategic
direction, values and governance of the Group. It provides the leadership necessary to enable the
Group’s business objectives to be met within the framework of the internal controls detailed in the
report.
The Board currently comprises an Executive Chairman, Tone Goh, three Executive Directors, Jack Bai
(CEO), Shayne Tan (COO), Galvin Bai, one non-independent Non-Executive Director, Christopher
Wellesley, and one Independent Non-Executive Director, Malcolm Groat. Collectively the Board’s aim
is to increase the value of the Group and ensure its guidance and governance is enhanced through an
appropriate Board structure and experienced executive management. Brief biographies of the
Directors appear on pages 2 to 3.
The Board regularly monitors any actual or potential conflict situations which are required to be
declared by the Directors. All declared conflicts have been approved by the Board. The Group has
instituted procedures to ensure that Directors outside interests do not give rise to conﬂicts with its
operations and strategy. Where there are any conﬂict of interests, the relevant director does not
participate in Board discussions or decisions on such matters.
The Board has adopted a schedule of matters reserved to it for approval. If required the Board may
delegate specific responsibilities to a subcommittee with defined terms of reference who will then
report back to the full Board at a subsequent meeting
The Board communicates with shareholders via Regulatory Information Service announcements,
other appropriate communications platforms and where possible responding to email enquiries from
shareholders. It has also engaged an independent investor relations adviser, IFC Advisory Limited, to
assist with shareholder communications. The Company’s website also contains general information
on the Group’s business, its technology, strategy and business model.
28
Board Meetings
The Company held two scheduled Board meeting with five Executive Director meetings and additional
ad-hoc meetings during the year ended 31 March 2026. The Board expects more frequent Board
meetings will be held in the financial year ending 31 March 2027.
At each scheduled meeting, the Board considers a report on current operational, risk, strategic and
health and safety matters, as well as a financial and human resources report. Papers for each
scheduled Board meeting are usually provided during the week before the meeting.
The following were Directors of GSTechnologies during the year. The list below includes the
attendance at the scheduled meetings during the year.
Meetings held
Board
Audit Committee
Remuneration Committee
Tone Goh
✓
✓
✓
Jack Bai
✓

✓
Shayne Tan
✓

✓
Galvin Bai
✓

✓
Malcolm Groat
✓
✓
✓
Christopher Wellesley
✓

✓
Division of Responsibilities
The Directors possess a wide range of skills, knowledge and experience relevant to the strategy of the
Company, including financial, legal, governance, regulatory and industry experience as well as the
ability to provide constructive challenge to the views and actions of those employed by the Group in
meeting agreed strategic goals and objectives.
In the opinion of the Board, Malcolm Groat is considered to be independent in character and
judgement and there are no relationships or circumstances that are likely to affect (or could appear
to affect) his judgement.
The Board is of the view that those who held office during FY26 committed sufficient time to fulfil
their duties as members of the Board.
There are agreed procedures for the Directors to take independent professional advice, if necessary,
at the Group’s expense. All Directors have access to the advice and services of the Company’s
professional advisers. In addition, newly appointed Directors are provided with comprehensive
information about the Group as part of their induction process.
The Board is responsible for determining the composition and make- up of the Board. It is also
responsible for periodically reviewing the Board’s structure and identifying potential candidates to be
appointed as Directors, as the need arises. The selection process is, in the Board’s view, both rigorous
and transparent in order to ensure that appointments are made on merit and against objective criteria
set by the Board. In reviewing potential candidates, the Board considers the benefits of diversity the
29
Board, while ensuring that appointments are made based on merit and relevant experience. The
Board, in consideration of skills and succession planning, looks at the balance, structure and
composition of the Board and takes into account the future challenges and opportunities facing the
Group.
While no formal structured continuing professional development programme has been established
for the Directors, they receive updates from time to time from the executive Directors on specific
topics affecting the Group and from the Company’s advisers on recent developments in corporate
governance and compliance. The Group also arranges Director training, from time to time, on
Corporate Governance topics and general Director’s responsibilities. Each of the Non-Executive
Directors independently ensures that they update their skills and knowledge sufficiently to enable
them to fulfil their duties appropriately.
Audit Committee
To ensure the Company fulfils its obligations to establish formal and transparent arrangements for
considering risk management and internal controls, in addition to maintaining an appropriate
relationship with the Group’s auditors, the Board has established an Audit Committee. This currently
comprises of Malcom Groat as Chairman and Tone Goh as Member. All members of the Audit
Committee have been deemed to possess competence relevant to the sector in which the Group
operates and have relevant financial experience.
Audit Committee Meetings
During the financial year ended 31 March 2026, the Audit Committee met three times. The meetings
were attended by the Audit Committee Chairman, Malcolm Groat, and Committee Member, Tone
Goh. The Group Accountant and two Executive Directors attended the meetings by invitation to
provide updates on the Group's financial reporting, audit progress and other matters within the
Committee's remit.
The Audit Committee meetings comprised:
• an audit planning meeting held on 28 May 2026 with the appointed Group auditor to review
the proposed audit scope, timetable and key areas of audit focus;
• a meeting held during the audit process with the Audit Committee and the finance team to
discuss the progress of the audit, resolve significant audit matters and monitor the status of
outstanding issues; and
• an audit completion meeting held on 21 July 2026, at which the Committee reviewed the
findings of the external auditor, considered significant accounting and audit matters, and
recommended the Group's financial statements for approval by the Board.
The terms of reference for the Committee take into account the requirements of the QCA Code. A key
role of the Committee is to assist the Board with the discharge of its responsibilities in relation to the
Group’s financial statements.
The Committee monitors the integrity of the financial statements of the Group and formal
announcements relating to the Group’s financial performance, reviewing significant financial
reporting judgements contained therein. It reviews the draft annual financial statements and half year
results statements prior to discussion and approval by the Board. It also reviews the external auditor’s
detailed reports on these statements. The Committee then reports to the Board on matters which it
believes the Board should consider in ensuring the publication of the financial reports provide a fair,
balanced and understandable assessment of the Group’s position. The Committee also considers the
findings reported to it by the external auditor’s process.
30
The Group has control mechanisms in place for the engagement of the external auditor in the supply
of non- audit services. These controls ensure that the objectivity and independence of the external
auditor is monitored and maintained in projects of a non-audit nature. These controls are reviewed
annually to consider their continued appropriateness and effectiveness. It is, however, acknowledged
that, due to their detailed understanding of the Group’s business, it may sometimes be necessary or
desirable to involve the external auditor in non-audit related work to the extent permitted.
Risk management and internal controls is a standing agenda item for each Audit Committee meeting.
The Committee reviews the effectiveness of the internal controls throughout the year and will take
any necessary actions should any significant failings or weaknesses be identified. Details of the
principal risks and uncertainties potentially facing the Group can be found in the Strategic Report.
Given the size and current stage of development of the Group, the Board acknowledges that it is
ultimately responsible for ensuring the Group’s systems of internal controls and risk management
remain effective. The Board continues to assess risks, financial performance, governance and
performance of the external auditor. Given the size and current stage of development of the Group,
it does not have an internal audit function and the Directors do not consider one necessary at the
present time.
Remuneration Report
Remuneration Committee
The Group has established a Remuneration Committee to determine and agree the broad policy for
the remuneration of executives as designated, as well as for setting the specific remuneration
packages, including pension rights and any compensation payments of all Executive Directors and the
Chairman. The Company’s remuneration policies and practices are designed to support its long-term
strategy and promote the long- term sustainable success of the Company. The Remuneration
Committee currently comprises Malcolm Groat as Chair with the remaining Directors as members.
The Remuneration Committee welcomes any representations from any of the Company’s
shareholders who wish to present their views on Board remuneration.
Policy and practice
The Group operates on a strictly capital efficient approach and therefore director’s renumeration has
been based on conservative market matching rates in order to act in the best interest of the Company
during its growth phase. At this time, outside of the existing shareholdings, there are no performance
components included in directors’ renumeration. The Renumeration Committee has been formed to
oversee this aspect of the Group’s operations.
The Remuneration Committee is undertaking a strategic review of the structure of the Director
renumeration to ensure that the correct mix of fixed renumeration and performance-related
incentives are provided to maintain the Company’s competitiveness in the corporate marketplace.
Contracts
Directors’ renumeration in its various forms was historically agreed by the Executive Chairman, but is
now overseen exclusively by the Renumeration Committee.
All contracts are continuous until terminated by either party on three months written notice.
31
Amounts of the Directors emoluments and compensation in FY2026, and for comparative purposes in
FY25, are set out below:
FY 31 March 2026
Salary
Government
Contributions
Benefit-in-Kind
Total
Director's Name
US$
US$
US$
US$
Jack Bai
165,187
6,129
-
171,316
Tone Goh
133,570
12,122
22,575
168,267
Christopher Wellesley
129,003
2,354
15,690
147,047
Galvin Bai
106,129
11,929
-
118,058
Shayne Tan
106,129
11,929
-
118,058
Malcolm Groat
5,928
-
-
5,928
Total
645,946
44,463
38,265
728,674
FY 31 March 2025
Salary
Government
Contributions
Benefit-in-Kind
Total
Director's Name
US$
US$
US$
US$
Jack Bai
138,230
5,464
-
143,694
Tone Goh
116,498
9,970
1,812
128,280
Christopher Wellesley
124,367
-
10,657
135,024
Galvin Bai
88,851
10,320
-
99,171
Shayne Tan
88,851
10,320
-
99,171
Malcolm Groat
5,665
-
-
5,665
Total
562,462
36,074
12,469
611,005
32
Task Force on Climate-related Financial Disclosures Report
Climate Commitment
The Company recognizes that climate change presents both risks and opportunities to its operations,
financial performance, and long-term resilience. Through this report, the Company presents its
climate-related governance, strategy, risk management processes, and metrics and targets in
accordance with the recommendations of the Task Force on Climate-related Financial Disclosures
(TCFD).
This report has been prepared based on information provided by management for the reporting
period. The greenhouse gas (GHG) inventory and climate-related disclosures have been developed
using the data, assumptions, and methodologies described throughout this report. Where estimates
or assumptions have been applied due to data limitations, these have been disclosed in the relevant
sections.
Reporting Framework & Basis of Preparation
Reporting Framework
This report has been prepared in accordance with the recommendations of the Task Force on Climate-
related Financial Disclosures (TCFD). The report is structured around the four core elements of the
TCFD framework:
Governance
The Company's governance of climate-related risks and opportunities.
Strategy
The actual and potential impacts of climate-related risks and
opportunities on the Company's business, strategy, and financial
planning.
Risk Management
The processes used to identify, assess, and manage climate-related
risks.
Metrics and Targets
The metrics and targets used to assess and manage climate-related
risks and opportunities, including greenhouse gas (GHG) emissions.
Reporting Boundary
This report covers the Company's climate-related disclosures and greenhouse gas (GHG) inventory for
the reporting period 1 April 2025 to 31 March 2026. The reporting boundary includes the entities,
business operations, and operational locations identified by management as being within the scope
of this report.
Greenhouse Gas Methodology
The greenhouse gas (GHG) inventory has been prepared in accordance with the Greenhouse Gas
Protocol: Corporate Accounting and Reporting Standard. Greenhouse gas emissions have been
calculated using activity data provided by management and the UK Government GHG Conversion
Factors for Company Reporting 2026 (“DEFRA”), where applicable.
The inventory includes material emission sources within the defined reporting boundary and classifies
emissions into Scope 1, Scope 2, and Scope 3, as applicable. Where primary activity data was
unavailable, reasonable assumptions and estimation techniques were applied based on information
provided by management. Any material assumptions and data limitations are disclosed in the relevant
sections of this report.
33
Basis of Preparation
This report has been prepared using information and supporting documentation provided by
management. While reasonable care has been taken in compiling and presenting the information, the
accuracy and completeness of the report depend on the quality and completeness of the underlying
data supplied by the Company.
Any limitations relating to data availability, estimation techniques, or reporting boundaries have been
disclosed where relevant.
Executive Summary
Climate change presents both risks and opportunities that may influence the Company's operations,
financial performance, and long-term resilience. The Company recognizes the importance of
understanding these impacts and enhancing transparency through climate-related reporting.
This report provides an overview of the Company's climate-related governance arrangements,
strategic considerations, risk management processes, and climate-related metrics in accordance with
the recommendations of the Task Force on Climate-related Financial Disclosures (TCFD).
During the reporting period, management provided information relating to the Company's operations,
energy consumption, business travel, and other relevant activities to support the preparation of this
report. Based on the information available, greenhouse gas emissions have been quantified using
recognized methodologies and appropriate emission factors.
This report also identifies climate-related risks and opportunities that may affect the Company's
business over the short, medium, and long term, and describes the governance and management
processes established to oversee these matters.
The Company intends to continue strengthening its climate-related reporting and data management
practices to improve the quality, consistency, and completeness of future disclosures.
Materiality Assessment
Purpose
A materiality assessment assists the Company in identifying climate-related risks and opportunities
that could reasonably be expected to influence strategic decision-making, business operations,
financial performance, or stakeholder expectations.
Assessment Approach
The materiality assessment has been undertaken using information provided by management,
supported by publicly available climate-related guidance and industry considerations where
appropriate.
The assessment considers:
•
The nature of the Company's operations and business activities.
•
Physical climate-related risks.
•
Transition-related risks.
•
Potential climate-related opportunities.
•
Regulatory and market developments.
•
Stakeholder expectations.
34
Material Climate-Related Topics
The following climate-related topics have been identified as relevant to the Company's business and
are discussed throughout this report:
Climate Topic
Potential Business Impact
Climate Governance
Oversight of climate-related risks and opportunities
Physical Risks
Operational disruption resulting from extreme weather events
Transition Risks
Regulatory, legal, market, and technology changes associated with the
transition to a lower-carbon economy
Energy Management
Efficient use of energy and associated emissions
Greenhouse Gas
Emissions
Measurement and management of Scope 1, Scope 2 (where
applicable), and Scope 3 emissions
Business Travel
Emissions arising from employee travel and related activities
Climate Opportunities
Operational efficiencies, resilience, innovation, and reputation
enhancement
The materiality assessment should be reviewed periodically to reflect changes in the Company's
operations, external environment, stakeholder expectations, and climate-related risks.
Governance
During FY26, no material changes were made to the Company's climate governance structure, ESG
responsibilities or climate-related oversight arrangements compared with the previous reporting
period.
Objective
Effective governance is fundamental to managing climate-related risks and opportunities. The
Company recognizes that oversight by the Board and senior management is essential for integrating
climate-related considerations into business strategy, risk management, and decision-making
processes.
This section describes the Company's governance framework in accordance with the
recommendations of the Task Force on Climate-related Financial Disclosures (TCFD).
1.1 Board Oversight
The Board of Directors has overall responsibility for overseeing the Company's approach to climate-
related risks and opportunities. The Board is responsible for ensuring that climate-related matters are
considered in strategic planning, business decisions, and long-term value creation.
The Board's responsibilities may include:
•
Reviewing climate-related risks and opportunities.
•
Considering climate-related matters during strategic planning.
•
Monitoring progress against climate-related objectives and targets.
•
Reviewing climate-related disclosures before publication.
•
Ensuring that climate-related risks are incorporated into the Company's overall governance
framework.
The frequency and format of Board discussions on climate-related matters are determined by the
Company's governance processes and business requirements.
35
1.2 Management's Role
Senior management is responsible for implementing the Company's climate-related strategy and
supporting the Board in managing climate-related risks and opportunities.
Management responsibilities may include:
•
Identifying and assessing climate-related risks and opportunities.
•
Collecting and validating environmental and operational data.
•
Coordinating greenhouse gas (GHG) emissions data collection and reporting.
•
Implementing actions to improve environmental performance.
•
Reporting significant climate-related matters to the Board.
Management may also collaborate with relevant business functions to integrate climate
considerations into operational planning and business activities.
1.3 Governance Structure
The Company's governance framework for climate-related matters may include the following roles
and responsibilities:
Governance Body
Primary Responsibilities
Board of Directors
Overall oversight of climate-related risks, opportunities, strategy,
and disclosures.
Senior Management
Implementation of climate-related initiatives and reporting to the
Board.
Operational Management
Collection of operational data, implementation of climate-related
actions, and monitoring of environmental performance.
Finance and Reporting Teams
Support the preparation of greenhouse gas inventories and
climate-related disclosures.
1.4 Integration with Enterprise Risk Management
Climate-related risks are considered alongside other business risks through the Company's existing
governance and risk management processes.
Where appropriate, climate-related matters may be incorporated into:
•
Strategic planning.
•
Business continuity planning.
•
Operational risk assessments.
•
Financial planning and budgeting.
•
Compliance and regulatory monitoring.
This integrated approach supports informed decision-making and helps strengthen the Company's
resilience to climate-related impacts.
36
1.5 Climate Reporting Responsibilities
Management is responsible for preparing climate-related information based on data provided by
relevant business functions. This includes:
•
Greenhouse gas emissions calculations.
•
Climate-related metrics and targets.
•
Supporting documentation and evidence.
•
Preparation of the TCFD report for management review and approval.
The Board (or an appropriately delegated governance body) is responsible for reviewing and
approving the final climate-related disclosures prior to publication.
1.6 Future Development
The Company intends to continue enhancing its climate governance framework as its climate-related
reporting and risk management practices mature. Future improvements may include strengthening
governance processes, improving data quality, enhancing internal reporting, and expanding climate-
related performance monitoring where appropriate.
2. Strategy
Objective
The Company recognizes that climate change has the potential to influence its business environment,
operational resilience, financial performance, and long-term value creation. This section describes the
Company's approach to identifying and evaluating climate-related risks and opportunities in
accordance with the recommendations of the Task Force on Climate-related Financial Disclosures
(“TCFD”).
2.1 Climate-Related Risks and Opportunities
The Company considers climate-related risks and opportunities over the short, medium, and long
term. These considerations support strategic planning and informed business decision-making.
Time Horizons
Time Horizon
Illustrative Period
Short Term
0–3 years
Medium Term
3–10 years
Long Term
More than 10 years
The above time horizons are indicative and may be refined by management to reflect the Company's
business planning cycle.
2.2 Climate-Related Risks
Climate-related risks are generally categorized as transition risks and physical risks.
Transition Risks
Transition risks may arise from changes associated with the transition to a lower-carbon economy,
including:
•
Emerging climate-related regulations and policy changes.
•
Carbon pricing mechanisms and taxation.
•
Evolving customer and investor expectations.
•
Technological developments.
37
•
Market and competitive changes.
•
Reputational considerations associated with climate performance.
Physical Risks
Physical risks may result from acute or chronic climate-related events, including:
•
Extreme weather events.
•
Flooding.
•
Heatwaves.
•
Storms.
•
Water stress.
•
Long-term changes in climate patterns that could affect business operations and supply chains.
2.3 Climate-Related Opportunities
The Company recognizes that climate change may also create opportunities, including:
•
Improved operational efficiency.
•
Energy efficiency initiatives.
•
Enhanced resilience of business operations.
•
Strengthened stakeholder confidence through transparent reporting.
•
Innovation in products and services.
•
Cost savings through improved resource management.
Management intends to evaluate these opportunities as part of its ongoing business planning
processes.
2.4 Impact on Business, Strategy and Financial Planning
The Company considers climate-related matters as part of its strategic planning processes where
appropriate.
Potential areas of impact include:
•
Business operations.
•
Supply chain resilience.
•
Operating costs.
•
Capital investment decisions.
•
Business continuity planning.
•
Regulatory compliance.
•
Corporate reputation.
•
Long-term financial performance.
At the reporting date, management continues to evaluate the potential financial implications of
climate-related risks and opportunities based on available information.
2.5 Climate Scenario Considerations
The Company acknowledges that climate scenario analysis is an important tool for understanding the
potential resilience of its business under different climate futures.
As part of its ongoing climate reporting journey, the Company intends to further develop its approach
to climate scenario analysis by considering relevant climate pathways and associated business impacts
where appropriate.
Where formal scenario analysis has not yet been undertaken, this report reflects management's
current understanding of climate-related risks based on available information.
38
2.6 Strategic Response
To support long-term resilience, the Company may consider initiatives such as:
•
Enhancing climate-related governance and oversight.
•
Improving the quality and completeness of climate-related data.
•
Monitoring greenhouse gas emissions.
•
Identifying opportunities to improve energy efficiency.
•
Strengthening risk assessment processes.
•
Integrating climate considerations into strategic planning and decision-making.
•
Increasing awareness of climate-related responsibilities across relevant business functions.
These initiatives are expected to evolve as the Company's climate risk management practices mature.
2.7 Outlook
The Company intends to continue strengthening its understanding of climate-related risks and
opportunities and to enhance the integration of climate considerations into its strategic planning
processes. Future reporting will reflect improvements in data quality, governance arrangements, risk
assessment methodologies, and climate-related performance monitoring as these capabilities
develop.
3. Risk Management
Objective
The Company recognizes that effective risk management is essential to identifying, assessing, and
managing climate-related risks that may affect its operations, financial performance, and long-term
resilience. This section describes the Company's approach to climate-related risk management in
accordance with the recommendations of the Task Force on Climate-related Financial Disclosures
(TCFD).
No material changes were made to the Company's climate-related risk management framework
during FY2026.
3.1 Climate-Related Risk Management Framework
The Company manages climate-related risks as part of its broader enterprise risk management
framework. Climate-related risks are identified, evaluated, and monitored alongside other strategic,
operational, financial, and regulatory risks to support informed decision-making.
The risk management process is intended to:
•
Identify climate-related risks and opportunities.
•
Assess the likelihood and potential impact of identified risks.
•
Prioritize risks based on their significance.
•
Determine appropriate mitigation or management actions.
•
Monitor and review emerging climate-related developments.
39
3.2 Identification of Climate-Related Risks
Management identifies climate-related risks through a combination of internal assessments and
external information, taking into consideration:
•
Business operations and facilities.
•
Supply chain dependencies.
•
Regulatory and policy developments.
•
Market trends and stakeholder expectations.
•
Physical climate hazards.
•
Industry-specific climate considerations.
Climate-related risks may include both transition risks and physical risks.
3.3 Assessment of Climate-Related Risks
Once identified, climate-related risks are assessed based on factors such as:
•
Likelihood of occurrence.
•
Potential operational impacts.
•
Financial implications.
•
Reputational considerations.
•
Regulatory compliance requirements.
•
Time horizon (short, medium, and long term).
Management may use qualitative and quantitative information, where available, to support the
assessment process.
3.4 Management of Climate-Related Risks
The Company seeks to manage climate-related risks through appropriate governance, operational
controls, and strategic planning.
Examples of risk management activities may include:
•
Monitoring climate-related regulatory developments.
•
Improving data collection and reporting processes.
•
Enhancing energy efficiency where appropriate.
•
Strengthening business continuity planning.
•
Reviewing operational resilience.
•
Monitoring greenhouse gas emissions and environmental performance.
•
Periodic review of climate-related risks by management.
Risk mitigation measures are reviewed periodically and updated as necessary in response to changes
in the Company's operating environment.
3.5 Integration with Enterprise Risk Management
Climate-related risks are considered within the Company's existing enterprise risk management
processes. Where appropriate, climate-related considerations are incorporated into:
•
Corporate risk registers.
•
Strategic planning.
•
Operational risk assessments.
•
Financial planning and budgeting.
•
Compliance monitoring.
•
Business continuity and resilience planning.
40
This integrated approach enables management to consider climate-related matters alongside other
material business risks.
3.6 Monitoring and Review
Management periodically reviews climate-related risks to identify emerging issues and assess the
effectiveness of existing controls and mitigation measures.
The review process may include:
•
Monitoring changes in climate-related regulations.
•
Reviewing greenhouse gas emissions data.
•
Assessing progress against climate-related objectives.
•
Evaluating significant changes in operational activities.
•
Updating risk assessments as new information becomes available.
Findings from these reviews may be reported to senior management and, where appropriate, to the
Board of Directors.
3.7 Continuous Improvement
The Company is committed to enhancing its climate-related risk management practices over time.
Future improvements may include:
•
Strengthening climate-related data quality and reporting.
•
Expanding climate risk assessment methodologies.
•
Enhancing internal governance and oversight.
•
Improving integration of climate considerations into strategic decision-making.
•
Developing more detailed assessments of climate-related risks and opportunities as reporting
capabilities mature.
4. Metrics & Targets
Objective
The Company monitors climate-related metrics to assess its exposure to climate-related risks and
opportunities and to support informed decision-making. The metrics presented in this report are
based on information provided by management for the reporting period and have been prepared in
accordance with the recommendations of the Task Force on Climate-related Financial Disclosures
(TCFD). The Company intends to improve the quality, consistency, and completeness of climate-
related data as its sustainability reporting practices continue to mature.
4.1 Climate-Related Metrics
The Company monitors relevant environmental performance indicators, which may include:
•
Greenhouse gas (GHG) emissions
•
Energy consumption
•
Water consumption
•
Waste generation and disposal
•
Business travel emissions
•
Upstream leased asset emissions (where applicable)
These metrics assist management in understanding environmental impacts and identifying
opportunities to improve operational efficiency and climate resilience.
41
4.2 Climate-Related Targets
The Company is in the early stages of its climate reporting journey and is working towards
strengthening its climate-related performance management.
At the reporting date, the Company is evaluating the development of measurable climate-related
objectives and targets, which may include:
•
Improving the accuracy and completeness of environmental data.
•
Monitoring greenhouse gas emissions annually.
•
Enhancing energy efficiency where practicable.
•
Increasing awareness of climate-related risks across the organization.
•
Supporting continual improvement in climate-related reporting.
Where formal quantitative targets have not yet been established, the Company intends to develop
appropriate targets as its climate governance and reporting processes mature.
4.3 Workforce Metrics
Category
Metric
Total Employees
35 (including company directors)
Gender Diversity
Male – 16 out of 35(45.7%)
Female - 19 out of 35 (54.3%)
Ethnic Diversity
Chinese – 61.1%
European – 22.2%
Indian, Other Asian – 13.9%
Annual Leave Policy
14 to 33 days (location-specific)
Maternity Leave
Up to 273 paid + 92 unpaid days
Childcare Support
6 days paid / 90 days unpaid
Flexi/Hybrid Work
Yes (5 out of 6 locations)
Greenhouse Gas (GHG) Inventory
Objective
The Company has prepared a greenhouse gas (GHG) inventory to quantify emissions associated with
its operations during the reporting period.
The inventory has been prepared using activity data supplied by management and appropriate
emission factors. Where necessary, reasonable assumptions and estimation techniques have been
applied and are described in the relevant sections of this report.
Organizational Boundary
Reporting Period: 1 April 2025 – 31 March 2026
Reporting Boundary: This greenhouse gas (GHG) inventory covers the entities and operational
locations identified by management as being within the scope of this report for the reporting period.
42
The reporting boundary is based on the information and activity data provided by management.
The Company operates from leased premises and does not own or control the underlying building
assets or procure electricity directly for these locations. Accordingly, emissions associated with these
leased assets have been classified as Scope 3 – Upstream Leased Assets, in accordance with the
methodology adopted for this report.
Reporting Standard: Greenhouse Gas Protocol: Corporate Accounting and Reporting Standard.
Operational Boundary
The Company's emissions have been classified into the following categories:
Mission Scope
Description
Reporting Period Status
Scope 1
Direct greenhouse gas emissions
from sources owned or controlled by
the Company.
Nil. No Scope 1 emission sources were
identified during the reporting period.
Scope 2
Indirect greenhouse gas emissions
from the generation of purchased
electricity, steam, heating, or cooling
consumed by the Company.
Nil. The Company did not purchase
electricity directly for its operations
during the reporting period.
Scope 3
Other indirect greenhouse gas
emissions occurring throughout the
Company's value chain.
Applicable. The Company reported
emissions from relevant Scope 3
categories, including business travel and
upstream leased assets, based on the
information provided by management.
Scope 1 Emissions
Scope 1 emissions include direct emissions from sources owned or controlled by the Company.
Reporting Period Emissions
Source
FY2026
(tCO₂e)
FY2025
(tCO₂e)
Total Scope 1 Emissions
N/A
N/A
Scope 2 Emissions
Scope 2 emissions represent indirect emissions from purchased electricity, heating, cooling, or steam
consumed by the Company.
Source
FY2026
(tCO₂e)
FY2025
(tCO₂e)
Purchased Electricity
N/A
N/A
Total Scope 2 Emissions
N/A
N/A
Note: The Company operates from leased co-working office spaces where electricity costs are included
within the rental charges and are procured by the respective landlords or co-working space operators.
As the Company does not purchase electricity directly or have operational control over the building
utilities, no Scope 2 emissions have been reported. The associated emissions have been classified under
Scope 3 – Upstream Leased Assets in accordance with the methodology adopted for this report.
43
Scope 3 Emissions
Scope 3 emissions include indirect emissions associated with the Company's value chain.
FY2026
Scope 3 Category
Emission Source
Emissions
(kgCO₂e)
Emissions
(tCO₂e)
Category 1 – Purchased Goods
& Services
Printing (Paper Consumption)
328.58
0.3286
Category 1 – Purchased Goods
& Services
Water Supply
123.26
0.1233
Category 1 – Purchased Goods
& Services
Wastewater Treatment
110.1
0.1101
Category 6 – Business Travel
Air Travel
5,180.40
5.1804
Category 6 – Business Travel
Hotel Stay
177.28
0.1773
Category 7 – Employee
Commuting
Employee Commuting
225.77
0.2257
Category 8 – Upstream Leased
Assets
GSF & Semnet (Actual
Electricity)
2,803.82
2.8038
Category 8 – Upstream Leased
Assets
Co-working Space (Estimated
Electricity)
3,203.91
3.2039
Total Gross Emissions
12,153.12
12.15
Total Greenhouse Gas Emissions - FY2026
Scope
Emissions (tCO₂e)
Scope 1
N/A
Scope 2
N/A
Scope 3
12.15
Total Gross Emissions
12.15
Methodology and Assumptions
The greenhouse gas (GHG) inventory has been prepared using activity data provided by management
and calculated in accordance with the Greenhouse Gas Protocol: Corporate Accounting and Reporting
Standard. Emissions have been calculated using the UK Government GHG Conversion Factors for
Company Reporting 2026 (DEFRA), where applicable.
Where a direct emission factor was unavailable, emissions were calculated using the methodology
and guidance provided in the UK Government GHG Conversion Factors for Company Reporting 2026
(“DEFRA”).
Official link: Greenhouse gas reporting: conversion factors 2026 – GOV.UK
44
Water Consumption
Overview
The Company monitors water consumption to understand resource use and identify opportunities for
improved operational efficiency.
Water consumption data has been compiled from information provided by management.
Water Consumption
Source
FY2026 (m³)
FY2025 (m³)
GS Fintech Pte Ltd
481.7
151.5
Semnet Pte Ltd
162.61
48.05
Total Water Consumption
644.31
199.55
Where water consumption data is unavailable for certain leased premises, this limitation has been
noted in the reporting boundary.
Energy Consumption
Overview
Energy consumption is monitored to support the management of greenhouse gas emissions and
improve operational efficiency.
The Company's energy consumption during the reporting period is summarized below.
Energy Source
FY2026
Electricity (kWh)
6,975
Ethanol (Litres)
327
Management intends to continue improving the completeness and quality of energy data for future
reporting periods.
Waste Management
Overview
The Company recognizes the importance of responsible waste management in reducing
environmental impacts and supporting efficient resource use.
Where data is available, waste generation has been classified according to the applicable waste
streams.
Waste Stream
FY2026
FY2025
Variance
General Waste
N/A
N/A
N/A
Recycled Waste
N/A
N/A
N/A
Hazardous Waste
N/A
N/A
N/A
Electronic Waste
N/A
N/A
N/A
Other
N/A
N/A
N/A
Total Waste Generated
N/A
N/A
N/A
45
Appendix A – Methodology
A.1 Purpose
This appendix outlines the methodology applied in preparing the greenhouse gas (GHG) inventory and
climate-related disclosures presented in this report.
A.2 Reporting Framework
This report has been prepared in accordance with:
•
Recommendations of the Task Force on Climate-related Financial Disclosures (TCFD).
•
Greenhouse Gas Protocol: Corporate Accounting and Reporting Standard.
•
Applicable greenhouse gas emission factors for the reporting period.
A.3 Organizational Boundary
The organizational boundary has been determined using the following approach:
Boundary Approach: [Operational Control / Financial Control / Equity Share]
The reporting boundary includes the entities and operational locations identified by management for
the reporting period.
A.4 Operational Boundary
The greenhouse gas inventory considers the following emission scopes:
Emission Scope
Description
Scope 1
Direct emissions from owned or controlled sources.
Scope 2
Indirect emissions from purchased electricity, steam, heating, or cooling.
Scope 3
Other indirect emissions occurring throughout the value chain.
The applicable Scope 3 categories included in this inventory are described within the GHG Inventory
section.
A.5 Calculation Methodology
Greenhouse gas emissions have been calculated using the following general equation:
Emissions (tCO₂e) = Activity Data × Emission Factor
Where applicable, activity data includes:
•
Electricity consumption (kWh)
•
Fuel consumption (litres)
•
Business travel (distance travelled)
•
Floor area for upstream leased assets
•
Other operational data provided by management
A.6 Estimation Techniques
Where primary activity data was unavailable, reasonable assumptions or estimation techniques were
applied using information provided by management. Any assumptions that could materially affect
reported emissions have been disclosed within the relevant sections of this report.
46
A.7 Data Quality
The accuracy of this report depends on the completeness and reliability of information provided by
management. No independent verification or assurance of the underlying data has been performed
unless otherwise stated.
Appendix B – Emission Factors
B.1 Overview
The greenhouse gas emission factors applied in this report are based on recognized and publicly
available sources that were applicable during the reporting period.
B.2 Emission Factor Sources
Activity
Emission Factor Source
Emission Factor Used
Reporting Year
Electricity
Energy Market Authority (EMA), Singapore
Singapore Grid EF – 0.402 kgCO₂e/kWh
2024*
UK Government GHG Conversion Factors (DEFRA)
UK Grid EF – 0.13096 kgCO₂e/kWh
2026
European Environment Agency (EEA)
Lithuania Grid EF – 0.061 kgCO₂e/kWh
Latest Available
Business
Travel
UK Government GHG Conversion Factors (DEFRA)
Long-haul Air Travel (Economy Class) –
Distance-based factor
2026
UK Government GHG Conversion Factors (DEFRA)
/ Greenview Hotel Footprinting Tool
Hotel Accommodation (room-night basis)
2026
Fuel
Combustion
UK Government GHG Conversion Factors (DEFRA)
Ethanol – 0.61516 kgCO₂e/litre
2026
Employee
Commuting
UK Government GHG Conversion Factors (DEFRA)
Distance-based commuting factor
2026
Upstream
Leased Assets
Actual electricity consumption and area-based
estimation using country-specific electricity
emission factors
Singapore (EMA), UK (DEFRA), Lithuania
(EEA)
2026
Water
Consumption
UK Government GHG Conversion Factors (DEFRA)
Water Supply – 0.19130 kgCO₂e/m³
2026
UK Government GHG Conversion Factors (DEFRA)
Water Treatment – 0.17088 kgCO₂e/m³
2026
Printing /
Office Paper
UK Government GHG Conversion Factors (DEFRA)
Material Use (Paper) – 1,343.59114
kgCO₂e/tonne
2026
Note: The latest official Singapore Grid Emission Factor published by the Energy Market Authority
(EMA) is 0.402 kgCO₂e/kWh (2024). This factor was applied because no official 2025 or 2026 Singapore
grid emission factor had been published at the time of preparing the FY2026 GHG inventory.
Appendix C – Detailed Calculations
C.1 Greenhouse Gas Inventory
This appendix provides a detailed breakdown of the activity data, calculation methodologies,
assumptions, and resulting greenhouse gas emissions.
Scope 1 Calculations
Nil.
Scope 2 Calculations
Electricity is landlord-controlled and therefore classified under Scope 3.
47
Scope 3 Calculations
Scope
FY2026
(tCO₂e)
FY2025
(tCO₂e)
Scope 1
N/A
N/A
Scope 2
N/A
N/A
Scope 3
12.15
41.9
Total Gross Emissions
12.15
41.9
Scope 3 – Summary FY 2026
FY2026
Scope 3 Category
Emission Source
Emissions
(kgCO₂e)
Emissions
(tCO₂e)
Category 1 – Purchased Goods
& Services
Printing (Paper Consumption)
328.58
0.3286
Category 1 – Purchased Goods
& Services
Water Supply
123.26
0.1233
Category 1 – Purchased Goods
& Services
Wastewater Treatment
110.1
0.1101
Category 6 – Business Travel
Air Travel
5,180.40
5.1804
Category 6 – Business Travel
Hotel Stay
177.28
0.1773
Category 7 – Employee
Commuting
Employee Commuting
225.77
0.2257
Category 8 – Upstream Leased
Assets
GSF & Semnet (Actual
Electricity)
2,803.82
2.8038
Category 8 – Upstream Leased
Assets
Co-working Space (Estimated
Electricity)
3,203.91
3.2039
Total Gross Emissions
12,153.12
12.15
Category 8 – Upstream Leased Assets
(i) Asset-Specific Method
GSF SG
Semnet SG
Electricity Consumption (kWh)
4,353
2,622
Refrigerants & Fuel details
N/A
N/A
Emissions factors
0.402
0.402
Total Emissions
1749.91
1053.92
(ii) Lessor-Specific Method
Jurisdiction
Entity
Electricity
Intensity
(kWh/m²/year)
Annual
Electricity
(kWh)
Total
Emissions
(tCO₂e)
Methodology
Singapore
Bake Fintech Pte Ltd
210
6574.75
2.64
Area-based estimation
United Kingdom
Angra Limited
120
3244.17
0.42
Area-based estimation
Lithuania
GS Fintech UAB
150
2229.67
0.14
Area-based estimation
Total
12048.59
3.20
48
Appendix D – References
The preparation of this report has been supported by information provided by management together
with internationally recognized guidance and standards, including:
1
Task Force on Climate-related Financial Disclosures (TCFD), Recommendations of the Task Force
on Climate-related Financial Disclosures.
2
Greenhouse Gas Protocol, Corporate Accounting and Reporting Standard.
3
Greenhouse Gas Protocol, Corporate Value Chain (Scope 3) Accounting and Reporting Standard.
4
Applicable greenhouse gas emission factors used for the reporting period.
5. Internal operational records and supporting documentation provided by management.
6. Other publicly available technical guidance, where applicable.
The methodologies, assumptions, and data sources applied in preparing this report are described
throughout the relevant sections to promote transparency and consistency in climate-related
reporting.
49
Directors’ Report
The Directors present their report and the financial statements for the 12 months ended 31 March
2026.
Results and Dividends
The loss for the year, after tax, amounted to US$ 5.406 million (2025 Loss: US$ 2.419 million). The
directors do not recommend payment of a dividend in FY 2026 (2025: US$ nil).
Substantial shareholdings
As at 30 July 2026 the Company is aware of the following notifiable interests in its voting rights:
Number of ordinary shares
Percentage of voting rights
Jack Bai*
224,200,000
9.64%
Directors of the Company
The Directors, who held office during the year, were as follows:
Tone Goh
Shayne Tan
Malcolm Groat
Jack Bai
Galvin Bai
Christopher Wellesley
Directors’ Interest in Shares
The beneficial interests of the Directors in the ordinary shares of the Company are set out below:
Name
Position
As at 31 March 2026
Number of Ordinary
Shares
% of
Share
Capital
As at 31 March 2025
Number of Ordinary
Shares
% of Share
Capital
Tone Goh
Executive Chairman
46,153,843
1.99%
43,234,348
2.00%
Jack Bai*
Chief Executive Officer
224,200,000
9.64%
224,200,000
10.36%
Shayne Tan
Chief Operating Officer
5,000,000
0.22%
5,000,000
0.23%
Galvin Bai
Executive Director
29,800,000
1.28%
29,800,000
1.38%
Malcolm Groat
Non-Executive Director
1,000,000
0.04%
1,000,000
0.05%
Christopher
Wellesley
Non-Executive Director
1,035,000
0.04%
3,035,000
0.14%
* Including 139,600,000 ordinary shares held by his wife, Ong Siew Phek
Except as stated above, the Company is not aware of any other interests of any Director in the ordinary
share capital of the Company. There are no requirements or guidelines concerning share ownership
by Directors.
50
Financial Risk Management
Details of financial risk management are provided in the Strategic Report and Note 33 to the financial
statements.
Events after the reporting date
Events after the reporting year are described in Note 36 to the financial statements.
Business Review and Future Developments
The review of the operations and future developments are contained in the Chairman’s Statement
and Strategic Report. The results for the year are set out in the attached financial statements.
Disclosure of information to the auditor
Each Director has taken steps that they ought to have taken as a director in order to make themselves
aware of any relevant audit information and to establish that the Group’s auditor is aware of that
information. The Directors confirm that there is no relevant information that they know of and of
which they know the auditor is unaware.
Auditors
RPG Crouch Chapman LLP were re-appointed as auditors on 11 November 2025, and a resolution to
reappoint RPG Crouch Chapman LLP as auditors will be presented to the Company’s members at the
Annual General Meeting.
51
Directors’ Responsibilities Statement
In the case of each person who was a Director at the time this report was approved:
● So far as the Director was aware there was no relevant audit information of which the
Company’s auditor was unaware; and
● The Director has taken all steps that he ought to have taken as a Director to make himself
aware of any relevant audit information and to establish that the Company’s auditor was
aware of that information.
The Directors are responsible for preparing the Annual Report and the consolidated financial
statements in accordance with applicable law and regulations.
GSTechnologies Limited is incorporated in the British Virgin Islands. The Directors have prepared the
consolidated financial statements in accordance with International Financial Reporting Standards as
issued by the International Accounting Standards Board (“IFRS Accounting Standards”) and the
applicable requirements of the Disclosure Guidance and Transparency Rules of the Financial Conduct
Authority.
The Directors are responsible for ensuring that the consolidated financial statements give a true and
fair view of the financial position of the Group as at 31 March 2026 and of its financial performance
and cash flows for the year then ended.
In preparing the consolidated financial statements, the Directors are required to:
• select suitable accounting policies and apply them consistently;
• make judgments and accounting estimates that are reasonable, relevant and reliable;
• state whether the consolidated financial statements have been prepared in accordance with IFRS
Accounting Standards, subject to any material departures disclosed and explained in the financial
statements;
• assess the Group’s ability to continue as a going concern, disclosing, where applicable, matters
relating to going concern; and
• prepare the consolidated financial statements on the going concern basis unless the Directors either
intend to liquidate the Company or cease operations, or have no realistic alternative but to do so.
The Directors are responsible for maintaining proper accounting records that are sufficient to show
and explain the transactions of the Group and to disclose, with reasonable accuracy at any time, the
financial position of the Group. They are also responsible for safeguarding the assets of the Group and
for taking reasonable steps to prevent and detect fraud and other irregularities.
The Directors are responsible for the preparation of the Annual Report and for ensuring that the
information contained therein is consistent with the consolidated financial statements and prepared
in accordance with applicable law, regulations and relevant reporting requirements.
The Directors are also responsible for the maintenance and integrity of the Company’s website.
Information published on the Company’s website is accessible in many jurisdictions, and legislation
governing the preparation and dissemination of financial statements may differ from one jurisdiction
to another.
52
Responsibility Statement (Disclosure Guidance and Transparency Rule 4.1.12R)
The Directors confirm that, to the best of their knowledge:
• the consolidated financial statements, prepared in accordance with International Financial
Reporting Standards as issued by the International Accounting Standards Board, give a true and fair
view of the assets, liabilities, financial position and loss of the Company and the undertakings included
in the consolidation taken as a whole; and
• the Annual Report, including the Chairman’s Statement, Financial Review, Strategic Report and
Directors’ Report, includes a fair review of the development and performance of the business and the
financial position of the Company and the undertakings included in the consolidation taken as a whole,
together with a description of the principal risks and uncertainties that they face.
Approved by the Board of Directors and signed on behalf by:
Tone Goh
Director
On behalf of the Board
30 July 2026
53
Independent auditor’s report to the members of GSTechnologies Ltd
Opinion on the financial statements
We have audited the financial statements of GSTechnologies Ltd (the ‘Company’) and its subsidiaries
(the ‘Group’) for the year ended 31 March 2026 which comprise the Consolidated Statement of Profit
or Loss and Comprehensive Income, Consolidated Statement of Financial Position, Consolidated
Statement of Cash Flows, Consolidated Statement of Changes in Equity, and notes to the financial
statements, including a summary of material accounting policies. The financial reporting framework
that has been applied in their preparation is applicable law and International Financial Reporting
Standards as issued by the International Accounting Standards Board (IFRS).
In our opinion, the financial statements:
• give a true and fair view of the state of the Group’s affairs as at 31 March 2026 and of the
Group’s loss for the year then ended; and
• have been properly prepared in accordance with IFRS.
Applicable law comprises the BVI Business Companies Act 2004 as the law of incorporation and the
Financial Conduct Authority's UK Listing Rules as the listing obligations framework. The Companies Act
2006 does not apply to this Group. No separate parent company financial statements are required or
presented; this report covers the consolidated financial statements only.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs
(UK)) and applicable law. Our responsibilities under those standards are further described in the
Auditor’s responsibilities for the audit of the financial statements section of our report. We believe
that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion.
Independence
We remain independent of the Group in accordance with the ethical requirements that are relevant
to our audit of the financial statements in the UK, including the FRC’s Ethical Standard as applied to
listed entities, and we have fulfilled our other ethical responsibilities in accordance with these
requirements.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the Directors’ use of the going concern
basis of accounting in the preparation of the financial statements is appropriate. Our evaluation of the
Directors’ assessment of the Group’s ability to continue to adopt the going concern basis of accounting
included:
• Review and challenge of managements cash flow projections to the 31 July 2027;
• Review of management's assumptions based on historical expenditure and contractual
commitments;
• Sensitivity analysis on cash flow forecast to consider the available headroom under different
reasonably possible scenarios;
• Consideration of certainty of receipt of finance inflows including review of conditions
precedent on financing agreements;
54
• Review of adequacy and completeness of disclosures in the financial statements in respect
of the going concern assumption; and
• Confirmation of existence of financing facilities including assessment of financial covenants.
Based on the work we have performed, we have not identified any material uncertainties relating to
events or conditions that, individually or collectively, may cast significant doubt on the Group’s ability
to continue as a going concern for a period of at least twelve months from when the financial
statements are authorised for issue.
Our responsibilities and the responsibilities of the Directors with respect to going concern are
described in the relevant sections of this report.
Overview
Key audit matters
2026
2025
Revenue Recognition


Management override of controls


Carrying value of intangible assets
Business Combinations – Acquisitions
and Disposals
Carrying value of investments in
subsidiaries
Regulatory Compliance and Licensing
Risk
Accounting for cryptocurrency assets
and liabilities (client balances &
deposits)
















Carrying value of investments in subsidiaries was not assessed as a key
audit matter in the period as the parent company financial statements
were no longer in scope of the audit opinion provided.
Regulatory compliance and licencing risk was downgraded from a key
audit matter to a significant risk due to the reduced exposure of the
group to this risk in 2026.
Accounting for cryptocurrency assets and liabilities (client balances &
deposits) risk was downgraded from a key audit matter to an other risk
due to the disposal of these assets and liabilities during the year.
Group financial statements as a whole
55
Materiality
$114,000 (2025: $250,000) based on 1.75% (2025: 1.5%) of gross assets.
An overview of the scope of our audit
Our Group audit was scoped by obtaining an understanding of the Group and its environment, the
applicable financial reporting framework and the Group’s system of internal control. On the basis of
this, we identified and assessed the risks of material misstatement of the Group financial statements
including with respect to the consolidation process. We then applied professional judgement to focus
our audit procedures on the areas that posed the greatest risks to the group financial statements. We
continually assessed risks throughout our audit, revising the risks where necessary, with the aim of
reducing the group risk of material misstatement to an acceptable level, in order to provide a basis
for our opinion.
Components in scope
From our risk assessment and planning procedures, we determined which of the Group’s components
were likely to include risks of material misstatements relevant to the Group’s financial statements.
We then determined the type of procedures to be performed at these components, and the extent to
which component auditors are required to be involved.
For components in scope we used, we used a combination of risk assessment procedures and further
audit procedures to obtain sufficient evidence. As part of performing our Group audit, we have
determined the components in scope as follows :
Procedures performed at the component level
We performed procedures to respond to group risks of material misstatement at the component level
that included the following.
Component
Component Name
Entity
Group Audit Scope
1
Parent
GSTechnologies Ltd
Procedures on the entire
financial information of the
component
2
Foreign Exchange
Payments Business
Angra Ltd
Procedures on the entire
financial information of the
component
3
Hardware Business
Semnet Pte Ltd
Procedures on the entire
financial information of the
component
4
Cryptocurrency
Business
GS Fintech UAB & Bake
Fintech Pte
Procedures were performed
on one or more classes of
transactions, account balances
or disclosures
56
5
Other
GS Fintech Pte, Angra S.P.
Z.O.O. (Poland), Angra
Global Ltd
Procedures were performed
on one or more classes of
transactions, account balances
or disclosures
6
Entities outside of
scope
Golden Saint
Technologies (Australia)
Pty Ltd, GS Fintech Ltd
Out of scope.
Disaggregation
The financial information relating to Group Key Audit Matters is highly disaggregated across group.
We performed procedures at the component level in relation to these risks in order to obtain comfort
over the residual population of group balances.
Working with other auditors
As Group auditor, we determined the components at which audit work was performed, together with
the resources needed to perform this work. These resources included component auditors, who
formed part of the group engagement team as reported above. As Group auditor we are solely
responsible for expressing an opinion on the financial statements.
In working with these component auditors, we held discussions with component audit teams on the
significant areas of the group audit relevant to the components based on our assessment of the group
risks of material misstatement. We issued our group audit instructions to component auditors on the
nature and extent of their participation and role in the group audit, and on the group risks of material
misstatement.
We directed, supervised and reviewed the component auditors’ work. This included holding
meetings and calls during various phases of the audit and reviewing component auditor
documentation in person and remotely. We evaluated the appropriateness of the audit procedures
performed and the results thereof.
Climate change
Our work on the assessment of potential impacts of climate-related risks on the Group’s operations
and financial statements included:
• Enquiries and challenge of management to understand the actions they have taken to
identify climate-related risks and their potential impacts on the financial statements and
adequately disclose climate-related risks within the annual report;
• Our own qualitative risk assessment taking into consideration the sector in which the Group
operates and how climate change affects this particular sector;
• Review of the minutes of and other papers related to climate change and performed a risk
assessment as to how the impact of the Group’s disclosures on climate change may affect
the financial statements and our audit.
We challenged the extent to which climate-related considerations, including the expected cash flows
from the initiatives and commitments have been reflected, where appropriate, in the Directors’
going concern assessment.
57
We also assessed the consistency of managements disclosures included as Other Information with
the financial statements and with our knowledge obtained from the audit.
Based on our risk assessment procedures, we did not identify there to be any Key Audit Matters
materially impacted by climate-related risks.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in
our audit of the financial statements of the current period and include the most significant assessed
risks of material misstatement (whether or not due to fraud) that we identified, including those which
had the greatest effect on: the overall audit strategy, the allocation of resources in the audit, and
directing the efforts of the engagement team. These matters were addressed in the context of our
audit of the financial statements as a whole, and in forming our opinion thereon, and we do not
provide a separate opinion on these matters.
Key audit matter
How the scope of our audit addressed the key
audit matter
Revenue
Recognition
(References:
Accounting
policy and
Critical
accounting
estimations
and
judgements -
Refer to note
6)
Revenue for the group was
$1.46mn (2025 : $2.8mn).
Revenue arose in various
streams across the
components of the Group.
Revenue recognition is a
presumed risk of fraud under
International Standards on
Auditing. It was therefore
identified as a key audit matter
for this engagement.
Our procedures in this area included:
• Reviewing accounting policies adopted
and ensuring these are in accordance
with IFRS;
• Confirming revenue has been
recognised in accordance with the
accounting policies; and
• Tests of detail confirming
completeness and cut off;
• Review of agreements underpinning
sales in the parent company; and
• Recalculation of cryptocurrency-
denominated revenue streams based
on reputable exchange information;
and
• Reviewing the component auditors
work with consideration for the each
of the above procedures.
Key observations:
No material misstatements were recognised in
revenue. Revenue initially recorded as arising
from disposal of Intangible Assets was
reclassed to Other Income and presented as a
gain on disposal.
Management
Override
Professional standards require
us to communicate the fraud
risk from management
override of controls as
significant because
management is typically in a
unique position to perpetrate
Our audit procedures in this area included :
• Journals testing, which involves testing
the completeness of journals listings,
and testing journals posted during and
after the year end for any that met our
high risk journals testing criteria;
58
fraud because of its ability to
manipulate accounting records
and prepare fraudulent
financial statements by
overriding controls that
otherwise appear to be
operating effectively.
• Reviewing the consolidation and
corroborating all consolidation journal
items to supporting documentation;
• Reviewing management estimations,
judgements and application of
accounting policies for undue bias in
the financial statements. The
significant judgements and estimates
are noted separately in this report;
• Reviewing unadjusted audit
differences for indications of bias of a
deliberate misstatement; and
• Applying professional scepticism in our
audit procedures.
Carrying
Value of
Intangible
Assets
(References:
Accounting
policy and
Critical
accounting
estimations
and
judgements -
Refer to Note
18)
Intangibles assets consists
mainly of software, platforms,
licenses and goodwill.
Intangible assets’ valuation
and measurement involves
estimation and judgment,
therefore there is risk of
misstatements in recognition
and measurement of the
intangible assets. The overall
risk is that the intangibles
balance is overstated through
management not identifying
impairment indicators, and the
risk of management bias
influencing any management
judgements or estimates made
in the impairment
assessments.
Intangibles held in the year was
primarily software held for
trading by the Group and
Goodwill arising on business
combinations.
Intangibles carrying value for
FY2026 is $4.1mn (FY2025 :
$4.1mn)
Our audit procedures in this area included:
• Reviewing the impairment model
provided and checking that the value
in use model is appropriate;
• Testing the integrity of the cashflow
model;
• Discussing with management the
assumptions used and obtained
support for key assumptions;
• Sensitising the cash flow for key
assumptions and considered if the
disclosures in the financial statements
reflect appropriately the requirement
to disclosure key judgements and
estimates;
• Considering the need for use of a
management expert to confirm
feasibility of the project; and
• We reviewed the market valuation
reports produced by independent
experts.
Business
Combinations
– Acquisitions
and Disposals
The group has made material
disposals of balances during
the year to Finferno SP Z.o.o.,
has acquired Metapay SP Z.o.o.
Due to the size of these
transactions, the inherent
complexity involved in
accounting for business
combinations and de-
Our audit procedures in this area included :
• Making enquiries to management to
understand the acquisitions made by
the group.
• Obtaining and evaluating
management’s assessment of when
control of the acquired companies was
obtained, if at all.
59
combinations, and the
significant judgements
management have made in
determining the timing of
when control of assets and
liabilities have been gained or
lost, we consider this to be a
key audit matter.
Audit risk further arises from
where management bias may
unduly influence management
judgements and estimates.
• Reviewing share purchase
documentation to agree to the
transactions
• Reviewing accounting estimates and
judgements made by management for
reasonableness by cross referencing
against IFRS 3 – Business
Combinations, in particular ensuring
the management have consolidated all
entities required under the standard.
• Reviewing and reperforming
management’s calculation for the
recognition of any goodwill at
consolidation.
• Seek representations from legal
counsel and review disposal
documentation to confirm provisions
and liabilities arising from the disposal
of GS Fintech UAB’s crypto asset
exchange business are materially
complete and accounted for correctly.
Our application of materiality
We apply the concept of materiality both in planning and performing our audit, and in evaluating the
effect of misstatements. We consider materiality to be the magnitude by which misstatements,
including omissions, could influence the economic decisions of reasonable users that are taken on the
basis of the financial statements.
In order to reduce to an appropriately low level the probability that any misstatements exceed
materiality, we use a lower materiality level, performance materiality, to determine the extent of
testing needed. Importantly, misstatements below these levels will not necessarily be evaluated as
immaterial as we also take account of the nature of identified misstatements, and the particular
circumstances of their occurrence, when evaluating their effect on the financial statements as a
whole.
Based on our professional judgement, we determined materiality for the financial statements as a
whole and performance materiality as follows:
Group financial statements
2026
$
2025
$
Materiality
$114,000
$250,000
Basis for
determining
materiality
1.75% on Gross Assets
1.5% on Gross Assets
Rationale for the
benchmark applied
Gross assets was considered the
most appropriate benchmark to
Gross assets was considered the
most appropriate benchmark to
60
base materiality upon as the
group has significant investment
& intangible assets - users of the
financial statements would be
most interested in the future
economic benefits from assets
held.
base materiality upon as the
group has significant investment
& intangible assets - users of the
financial statements would be
most interested in the future
economic benefits from assets
held. Overall materiality for the
financial statements was
determined to be approximately
$700,000. However, group
materiality was capped at
$250,000, as we considered that
misstatements above this level
could reasonably influence the
economic decisions of users taken
on the basis of the financial
statements.
Performance
materiality
$85,000
$188,000
Basis for
determining
performance
materiality
Being 75% of materiality
Rationale for the
percentage applied
for performance
materiality
The level of performance materiality was set after considering a
number of factors including the expected value of known and likely
misstatements and Management’s attitude towards proposed
misstatements based on past audits.
Component performance materiality
For the purposes of our Group audit opinion, we set performance materiality for each component of
the Group based on a percentage of between 10% and 35% (2025: 10% and 35% ) of Group
performance materiality dependent on a number of factors including the presence of component
auditors and complexity of risks arising in each component and our assessment of the risk of material
misstatement of those components. Component performance materiality ranged from $20,000 to
$45,000 (2025: $125,000 to $188,000).
Reporting threshold
We agreed with the Audit Committee that we would report to them all individual audit differences in
excess of $5,700 (2025: $13,000) being 5% of group materiality. We also agreed to report differences
below this threshold that, in our view, warranted reporting on qualitative grounds.
Other information
The directors are responsible for the other information. The other information comprises the
information included in the document entitled ‘Annual Report – For the financial year end 31 March
2026’ other than the financial statements and our auditor’s report thereon. Our opinion on the
61
financial statements does not cover the other information and, except to the extent otherwise
explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our
responsibility is to read the other information and, in doing so, consider whether the other
information is materially inconsistent with the financial statements or our knowledge obtained in the
course of the audit, or otherwise appears to be materially misstated. If we identify such material
inconsistencies or apparent material misstatements, we are required to determine whether this gives
rise to a material misstatement in the financial statements themselves. If, based on the work we have
performed, we conclude that there is a material misstatement of this other information, we are
required to report that fact.
We have nothing to report in this regard.
Other Companies Act 2006 reporting
Based on the responsibilities described below and our work performed during the course of the audit,
we are required by the Companies Act 2006 and ISAs (UK) to report on certain opinions and matters
as described below.
Strategic
report and
Directors’
report
In our opinion, based on the work undertaken in the course of the audit:
• the information given in the Strategic report and the Directors’ report for
the financial year for which the financial statements are prepared is
consistent with the financial statements; and
• the Strategic report and the Directors’ report have been prepared in
accordance with applicable legal requirements.
In the light of the knowledge and understanding of the Group and Parent
Company and its environment obtained in the course of the audit, we have
not identified material misstatements in the strategic report or the Directors’
report.
Matters on
which we are
required to
report by
exception
We have nothing to report in respect of the following matters in relation to
which the Companies Act 2006 requires us to report to you if, in our
opinion:
Responsibilities of Directors
As explained more fully in the Directors’ responsibilities statement, the Directors are responsible for
the preparation of the financial statements and for being satisfied that they give a true and fair view,
and for such internal control as the Directors determine is necessary to enable the preparation of
financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the Directors are responsible for assessing the Group’s ability
to continue as a going concern, disclosing, as applicable, matters related to going concern and using
the going concern basis of accounting unless the Directors either intend to liquidate the Group or to
cease operations, or have no realistic alternative but to do so.
62
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole
are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report
that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee
that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when
it exists. Misstatements can arise from fraud or error and are considered material if, individually or in
the aggregate, they could reasonably be expected to influence the economic decisions of users taken
on the basis of these financial statements.
Extent to which the audit was capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design
procedures in line with our responsibilities, outlined above, to detect material misstatements in
respect of irregularities, including fraud. The extent to which our procedures are capable of detecting
irregularities, including fraud is detailed below:
Non-compliance with laws and regulations
Based on our understanding of the Group and the industries in which it operates, our discussions with
management and those charged with governance, and our review of the Group's policies and
procedures regarding compliance with laws and regulations, we considered the significant laws and
regulations applicable to GSTechnologies Ltd to include: International Financial Reporting Standards
as issued by the IASB; the BVI Business Companies Act 2004 as the law of incorporation; the FCA's UK
Listing Rules and the Disclosure Guidance and Transparency Rules as applicable to a company whose
shares are admitted to the Official List and to trading on the Main Market of the London Stock
Exchange; the UK Market Abuse Regulation; and applicable UK, Singaporean and Lithuanian tax
legislation insofar as they affect UK, Singaporean and Lithuanian subsidiaries within the Group.
The Group is also subject to laws and regulations where the consequence of non-compliance could
have a material effect on the amounts or disclosures in the financial statements. We identified such
laws and regulations to include: UK Listing Rule disclosure obligations; UK and Lithuanian corporation
tax legislation; and the FRC's Ethical Standard insofar as it applies to non-audit services.
Our procedures in respect of the above included:
• Detailed discussions with management and those charged with governance to identify
any known or suspected instances of non-compliance with laws and regulations;
• Review of board minutes, audit committee minutes and correspondence with relevant
regulatory and tax authorities for any instances of non-compliance;
• Review of the schedule of LSE Regulatory News Service announcements made during
the year for consistency with the financial statements and for indicators of potential
breach of disclosure obligations;
• Review of financial statement disclosures and agreement to supporting documentation;
and
• Review of legal and professional fees to understand the nature of expenditure incurred.
• Enquiries to experts around potential tax liabilities arising from disposal of business
streams
Fraud
63
We assessed the susceptibility of the financial statements to material misstatement, including fraud.
Our risk assessment procedures included:
• enquiry with management and those charged with governance regarding any known or
suspected instances of fraud;
• obtaining an understanding of the Group's policies and procedures relating to detecting
and responding to the risks of fraud and the internal controls established to mitigate
those risks;
• review of board minutes and audit committee minutes for any known or suspected
instances of fraud;
• discussion amongst the engagement team as to how and where fraud might occur in
the financial statements;
• performing analytical procedures to identify any unusual or unexpected relationships
that may indicate risks of material misstatement due to fraud; and
• considering remuneration arrangements and the financial statement areas impacted by
these.
Based on our risk assessment, we considered the areas most susceptible to fraud to be management
override of controls through inappropriate journal entries and bias in key estimates in judgements.
Our procedures in respect of the above included:
• Enquiring with management and those charged with governance regarding any known
or suspected instances of fraud;
• Reviewing minutes of meetings of those charged with governance for any known or
suspected instances of fraud;
• Testing of journal entries throughout the year that met defined risk criteria through use
of data analytics software.
• Reviewing the Group’s year end adjusting entries, consolidating entries and
investigating any that appear unusual as to nature or amount by agreeing to supporting
documentation; and
• Assessing significant judgements and estimates made by Management for bias,
including the impairment assessment requirements on non-amortised intangible assets
governed by IAS 32 – Intangible Asset (refer to Carrying value of Intangible Assets key
audit matter)
We also communicated relevant identified laws and regulations and potential fraud risks to all
engagement team members including component auditors who were all deemed to have
appropriate competence and capabilities and remained alert to any indications of fraud or non-
compliance with laws and regulations throughout the audit. For component auditors, we also
reviewed the result of their work performed in this regard.
Our audit procedures were designed to respond to risks of material misstatement in the financial
statements, recognising that the risk of not detecting a material misstatement due to fraud is higher
than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment
by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in
the audit procedures performed and the further removed non-compliance with laws and regulations
is from the events and transactions reflected in the financial statements, the less likely we are to
become aware of it.
64
A further description of our responsibilities is available on the Financial Reporting Council’s website
at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
Other matters we are required to address
We were appointed as auditors of the Group on 5 August 2025 and this is our second year of
engagement. We confirm that we are independent of the Group and have not provided any prohibited
non-audit services, as defined by the FRC's Ethical Standard.
Our audit report is consistent with the additional report sent to the Audit Committee.
Use of our report
This report is made solely to the Group's members, as a body. Our audit work has been undertaken
so that we might state to the Group’s members those matters we are required to state to them in an
auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or
assume responsibility to anyone other than the Group and the Group's members as a body, for our
audit work, for this report, or for the opinions we have formed.
Paul Randall (Senior Statutory Auditor)
For and on behalf of RPG Crouch Chapman LLP
Chartered Accountants and Registered Auditors
40 Gracechurch Street
London
EC3V 0BT
30 July 2026
65
CONSOLIDATED AUDITED STATEMENT OF PROFIT OR LOSS AND COMPREHENSIVE INCOME
For the financial year ended 31 March 2026

|  | 2026 | 2025
|  | US$'000 | US$'000
| Notes |  |
|  |  | (Restated)
Net operating income |  |  |
Revenue | 6 | 1,125 | 2,585
Other income | 7 | 57 | 36
|  | 1,182 | 2,621
Net operating expense |  |  |
Continuing operations | 8 | (5,733) | (4,842)
Foreign exchange loss |  | 32 | (119)
Operating loss before tax |  | (4,520) | (2,340)
Income tax expense | 22 | 29 | 41
Loss from continuing operations |  | (4,490) | (2,299)
Discontinued operations |  |  |
Loss from discontinued operations | 23 | (916) | (120)
Net loss for the year |  | (5,406) | (2,419)
Other comprehensive income/(loss) |  |  |
Revaluation gain from digital assets |  | - | 58
Movement in foreign exchange reserve |  | 302 | (260)
Total comprehensive loss for the year |  | (5,104) | (2,621)
Net Loss for the year attributable to: |  |  |
Equity holders for the parent |  | (5,305) | (2,136)
Non-controlling interest | 25 | (101) | (103)
|  | (5,406) | (2,419)
Total comprehensive loss for the year |  |  |
attributable to: |  |  |
Equity holders for the parent |  | (5,003) | (2,518)
Non-controlling interest |  | (101) | (103)
|  | (5,104) | (2,621)
(Loss)/Earnings per share attributable to members of the Parent: |  |  |
Basic (loss) per share from continuing operations | 11 | (0.00197) | (0.00106)
Diluted (loss) per share from continuing operations | 11 | (0.00197) | (0.00106)
Basic (loss) per share from discontinued | 23 | (0.00040) | (0.00112)
operations |  |  |
Diluted (loss) per share from discontinued | 23 | (0.00040) | (0.00112)
operations |  |  |

66
CONSOLIDATED AUDITED STATEMENT OF FINANCIAL POSITION
For the financial year ended 31 March 2026

| Notes | 2026 | 2025
|  | US$'000 | US$'000
|  |  | (Restated)
ASSETS |  |  |
Current assets |  |  |
Cash and cash equivalents | 13 | 1,851 | 4,214
Trade and other receivables | 14 | 282 | 38,263
Other assets |  | 277 | 277
Inventories | 15 | 5 | 13
Total current assets |  | 2,415 | 42,767
Non-current assets |  |  |
Property, plant and equipment | 16 | 6 | 109
Intangible assets | 18 | 4,070 | 4,141
Total non-current assets |  | 4,076 | 4,250
TOTAL ASSETS |  | 6,491 | 47,017
EQUITY |  |  |
Share Capital | 24 | 18,371 | 15,790
Treasury Shares |  | (16) | (16)
FX Translation Reserve |  | 86 | (216)
Non- controlling Interest | 25 | (151) | (51)
Other Comprehensive Income |  | - | 58
Retained Earnings |  | (12,802) | (7,241)
Total Equity |  | 5,488 | 8,324
Equity attributable to owners of the parent |  | 5,639 | 8,375
Non-controlling equity interest |  | (151) | (51)
|  | 5,488 | 8,324
Current liabilities |  |  |
Trade and other payable | 26 | 993 | 38,558
Lease liabilities | 17 | - | 37
Total current liabilities |  | 993 | 38,595
Non-current liabilities |  |  |
Lease liabilities | 17 | - | 65
Loans payable | 28 | 10 | 24
Other payable |  | - | 9
Total non-current liabilities |  | 10 | 98
Total Liabilities |  | 1,003 | 38,693
TOTAL EQUITY & LIABILITIES |  | 6,491 | 47,017
These financial statements were approved by the Board and were authorised for issue on the 30 July 2026 and signed on their behalf by: Tone Goh Chairman |  |  |

CONSOLIDATED AUDITED STATEMENT OF CHANGES IN EQUITY
For the financial year ended 31 March 2026
Shareholder
Treasury
FX
NCI
OCI
Retained
Total
Capital
Shares
Reserve
Earnings

2026 | Consolidated | US$'000 | US$'000 | US$'000 | US$'000 | US$'000 | US$'000 | US$'000
| Balance at 1 April 2025 | 15,790 | (16) | (217) | (51) | 58 | (7,241) | 8,324
| Comprehensive Income / (Loss) |  |  |  |  |  |  |
| Loss for the year | - | - | - | - | - | (5,406) | (5,406)
| Revaluation gains/(loss) on |  |  |  |  |  |  |
| digital assets | - | - | - | - | (58) | - | (58)
| Other comprehensive gain for |  |  |  |  |  |  |
| the year | - | - | 303 | - | - | - | 303
| Non-controlling interest | - | - | - | (100) | - | - | (100)
| Total comprehensive loss for |  |  |  |  |  |  |
| the year | - | - | 303 | (100) | (58) | (5,406) | (5,261)
| Transaction costs relating to |  |  |  |  |  |  |
| equity issuance | - | - | - | - | - | (155) | (155)
| Transactions with owners in their |  |  |  |  |  |  |
| capacity as owners: |  |  |  |  |  |  |
| Shares issued during the year | 2,581 | - | - | - | - | - | 2,581
| Balance at 31 March 2026 | 18,371 | (16) | 86 | (151) | - | (12,802) | 5,488
|  | Shareholder | Treasury | FX | NCI | OCI | Retained | Total
2025 | Consolidated | Capital | Shares | Reserve |  |  | Earnings |
(Restated) US$'000 |  | US$'000 | US$'000 | US$'000 | US$'000 | US$'000 | US$'000
| Balance at 1 April 2024 | 10,870 | (808) | 44 | 52 | - | (4,822) | 5,336
| Comprehensive Income /Loss) |  |  |  |  |  |  |
| Loss for the year | - | - | - | - | - | (2,419) | (2,419)
| Revaluation gains/(loss) on |  |  |  |  |  |  |
| digital assets | - | - | - | - | 58 | - | 58
| Other comprehensive loss for the |  |  |  |  |  |  |
| year | - | - | (261) | - | - | - | (261)
| Non-controlling interest | - | - | - | (103) | - | - | (103)
| Total comprehensive loss for the |  |  |  |  |  |  |
| year | - | - | (261) | (103) | 58 | (2,419) | (2,725)
| Transactions with owners in their |  |  |  |  |  |  |
| capacity as owners: |  |  |  |  |  |  |
| Shares issued during the year | 4,920 | 792 | - | - | - | - | 5,712
| Balance at 31 March 2025 | 15,790 | (16) | (217) | (51) | 58 | (7,241) | 8,324

68
CONSOLIDATED AUDITED STATEMENT OF CASH FLOWS
For the financial year ended 31 March 2026

|  | 2026 | 2025
| Notes | US$'000 | US$'000
|  |  | (Restated)
CASH FLOWS FROM CONTINUING OPERATING ACTIVITIES |  |  |
Comprehensive loss before taxation from operations |  | (5,435) | (2,434)
Adjustments: |  |  |
Depreciation on property, plant and equipment | 16 | 1 | 14
Depreciation on right-of-use of asset | 17 | - | 41
Impairment | 18 | 585 | 833
Interest expense on lease |  | - | 6
Income tax | 22 | 29 | (15)
Deferred tax |  | (9) | -
Disposal of intangible asset |  | 397 | -
Other non-cash comprehensive income |  | 144 | (260)
(Profit)/Loss on foreign exchange |  | (57) | (193)
Operating loss before working capital changes |  | (4,345) | (2,008)
Decrease/(Increase) in inventories |  | 8 | (3)
Decrease/(Increase) in trade and other receivables |  | 37,981 | (37,655)
Increase/(Decrease) in trade and other payables |  | (37,565) | 37,524
Net cash flow used in operating activities |  | (3,921) | (2,142)
CASH FLOWS FROM INVESTING ACTIVITIES |  |  |
Purchase of property, plant and equipment |  | - | (3)
Purchase of intangible asset | 18 | (800) | (866)
Investment additions | 18 | (54) | -
Disposal of right-of-use of asset | 16 | 102 | -
Deferred consideration paid |  | - | (220)
Net cash flow used in investing activities |  | (752) | (1,089)
CASH FLOWS FROM FINANCING ACTIVITIES |  |  |
Issuance of new shares | 24 | 2,581 | 4,920
Listing costs |  | (155) | -
Principal elements of lease payments | 17 | (102) | (69)
Decrease in loan payable | 28 | (14) | (17)
Net cash flow from financing activities |  | 2,310 | 4,834
Net increase/(decrease) in cash and cash equivalents |  | (2,363) | 1,603
Cash and cash equivalents at beginning of the period |  | 4,214 | 2,611
Cash and cash equivalents at end of the period | 13 | 1,851 | 4,214

69
Notes to the Group Consolidated Audited Financial Statements
These notes form an integral part of and should be read in conjunction with the accompanying
financial statements.
1. Corporate information
The consolidated financial statements of GSTechnologies Ltd (“the company”) and its subsidiaries
(collectively referred to as “the Group” for the financial year ended 31 March 2026 were authorised
for issue in accordance with a resolution of the Directors on 30 July 2026.
The registered office of GSTechnologies Ltd, the ultimate parent of the Group is Craigmur Chambers,
Road Town, Tortola, VG1110, British Virgin Islands.
The principal activity of the Company comprises of fintech services through the use of blockchain
technology; and the provision of data infrastructure, storage and technology services by its
subsidiaries.
2. Basis of preparation
2.1 Statement of compliance
The consolidated financial statements of the Group have been prepared in accordance with
International Financial Reporting Standards (IFRS) as adopted by United Kingdom Accounting
Standards, including Financial Reporting Standard 102, The Financial Reporting Standard applicable in
the United Kingdom and Ireland and the Companies Act 2006 as they apply to the financial statements
of the Group for the year ended 31 March 2026.
The consolidated financial statements have been prepared on a historical cost convention basis,
except for certain financial instruments that have been measured at fair value. The consolidated
financial statements are presented in US dollars and all values are rounded to the nearest thousand
except when otherwise indicated.
The preparation of financial statements in conformity with FRS requires management to exercise its
judgement in the process of applying the Group’s accounting policies. It also requires the use of
accounting estimates and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial statements, and the reported
amounts of revenues and expenses during the financial year. Although these estimates are based on
management’s best knowledge of current events and actions, actual results may ultimately differ from
those estimates. Critical accounting estimates and assumptions used that are significant to the
financial statements, and areas involving a higher degree of judgement or complexity, are disclosed
in Note 3.
2.2 New standards and interpretations
a. Adoption of new and revised standards
The Group has adopted all new and amended IFRS Accounting Standards that are mandatory for
accounting periods beginning on or after April 1, 2025.
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The following amendment became effective during the current financial year and has been adopted
by the Group:
Title
Description
Effective Date
Lack of
Exchangeability
(Amendments to IAS
21 The Effects of
Changes in Foreign
Exchange Rates)
The amendments clarify how an entity
determines whether a currency is exchangeable
into another currency and how to estimate the
exchange rate when exchangeability is lacking.
The amendments also introduce additional
disclosure requirements where exchangeability
is lacking.
Annual reporting
periods beginning on or
after 1 January 2025
The adoption of the above amendment did not have a material impact on the Group's financial
position, financial performance or disclosures for the year ended 31 March 2026.
b. New standards and interpretations in issue but not yet effective
At the date of authorisation of these financial statements, the following new and amended IFRS
Accounting Standards had been issued but were not yet effective and have not been early adopted by
the Group:
Title
Description
Effective Date
Amendments to
IFRS 9 and IFRS 7 –
Amendments to
the Classification
and Measurement
of Financial
Instruments
The amendments clarify the classification
requirements for certain financial assets, including
those with contingent features, and introduce
additional disclosure requirements for
investments in equity instruments designated at
fair value through other comprehensive income
and financial instruments with contingent
features.
Annual reporting
periods beginning on or
after 1 January 2026
IFRS 18
Presentation and
Disclosure in
Financial
Statements
IFRS 18 replaces IAS 1 Presentation of Financial
Statements. It introduces new requirements for
the presentation of the statement of profit or loss,
enhanced principles for aggregation and
disaggregation of information, and additional
disclosures relating to management-defined
performance measures.
Annual reporting
periods beginning on or
after 1 January 2027
IFRS 19
Subsidiaries
without Public
Accountability:
Disclosures
IFRS 19 permits eligible subsidiaries to apply
reduced disclosure requirements while continuing
to apply the recognition, measurement and
presentation requirements of IFRS Accounting
Standards.
Annual reporting
periods beginning on or
after 1 January 2027
The Directors have assessed the new and amended IFRS Accounting Standards that have been issued
but are not yet effective. The Group does not intend to early adopt these standards. Based on the
assessment performed to date, the Directors do not expect the adoption of these standards to have
a material impact on the Group's financial position or financial performance. However, IFRS 18 is
expected to result in changes to the presentation and disclosure of information in the Group's financial
statements.
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2.3 Consolidation
The financial statements of the subsidiaries are prepared for the same reporting period as the
GSTechnologies Ltd (parent company), using consistent accounting.
Subsidiaries are consolidated from the date on which control is transferred to the Group to the date
on which that control ceases. In preparing the consolidated financial statements, intercompany
transactions, balances and unrealised gains on transactions between group companies are eliminated.
Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of
the asset transferred. Where necessary, adjustments are made to the financial statements of
subsidiaries to ensure consistency of accounting policies with those of the Group.
Minority interest is that part of the net results of operations and of net assets of a subsidiary
attributable to interests which are not owned directly or indirectly by the Group. It is measured at the
minorities’ share of the fair value of the subsidiaries’ identifiable assets and liabilities at the date of
acquisition by the Group and the minorities’ share of changes in equity since the date of acquisition,
except when the losses applicable to the minority in a subsidiary exceed the minority interest in the
equity of that subsidiary. In such cases, the excess and further losses applicable to the minority are
attributed to the equity holders of the Company, unless the minority has a binding obligation to, and
is able to, make good the losses. When that subsidiary subsequently reports profits, the profits
applicable to the minority are attributed to the equity holders of the Company until the minority’s
share of losses previously absorbed by the equity holders of the Company has been recovered.
2.4 Prior Period Adjustment
(i) Presentation Reclassification
Certain comparative amounts have been reclassified to conform with the presentation adopted in the
current financial year. These reclassifications were made to improve the consistency and
comparability of the Group's financial statements and had no effect on the previously reported total
equity, profit or loss, earnings per share or cash flows.
(ii) Disclosure on Prior Period Errors
(a) Nature of the error
During the year, the Group identified prior period errors requiring retrospective correction in
accordance with IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors.
The first error relates to the accounting for the disposal of a former Singapore subsidiary completed
on 30 September 2022. The error arose from an incorrect calculation of treasury shares associated
with the disposal transaction, resulting in the understatement of share capital. In addition, the gain
on disposal of the subsidiary was incorrectly recognised within the foreign currency translation
reserve instead of being recognised in accordance with the applicable accounting standards. The
correction reinstated the appropriate amount of share capital, reversed the incorrect treasury share
adjustment and reclassified the gain on disposal from the foreign currency translation reserve to the
appropriate component of equity. Accordingly, the comparative financial information has been
retrospectively restated. This correction resulted in a reallocation between components of equity and
had no impact on the Group's total equity or cash flows.
The Group also identified previously unrecorded audit fee accruals of US$121,008 relating to the prior
financial year. These balances were previously considered immaterial but have been recognised
retrospectively in the financial statements for the period in which the related audit services were
incurred. Accordingly, audit expenses and accrued liabilities have been restated in the comparative
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financial statements, with the corresponding adjustment recognised against opening retained
earnings in the current financial year.
(b) Amount of the correction at the beginning of the earliest period presented
The effect of the corrections on the opening Statement of Financial Position as at 1 April 2024, being
the beginning of the earliest comparative period presented, is summarised below:
Statement of Changes in Equity
As previously reported
Prior period adjustment
As restated
US$'000
US$'000
US$'000
Share capital
15,582
208
15,790
Treasury shares
(16)
-
(16)
Foreign currency translation reserve
(8)
(208)
(217)
Other comprehensive income
58
-
58
Retained earnings
(7,120)
(121)
(7,241)
Non-controlling interest
(51)
-
(51)
Total equity
8,445
(121)
8,324
3. Significant accounting judgements, estimates and assumptions
Estimates and judgements are continually evaluated and are based on historical experience and other
factors, including expectations of future events that are believed to be reasonable under the
circumstances.
Critical accounting estimates and assumptions
The preparation of the Group’s consolidated financial statements requires management to make
judgements, estimates and assumptions that affect the reported amounts of assets and liabilities and
the disclosure of contingent liabilities at the date of the consolidated financial statements, and the
reported amounts of revenues and expenses during the reporting period. Estimates and assumptions
are continuously evaluated and are based on management’s experience and other factors, including
expectations of future events that are believed to be reasonable under the circumstances. However,
actual outcomes would differ from these estimates if different assumptions were used and different
conditions existed.
In particular, the Group has identified the following areas where significant judgements, estimates
and assumptions are required, and where actual results were to differ, may materially affect the
financial position or financial results reported in future periods. Further information on these and how
they impact the various accounting policies is in the relevant notes to the consolidated financial
statements.
Fair value of intangible assets, including Bitcoin treasury holdings
As at 31 March 2026, the Group held 8.8 Bitcoin as a long-term treasury reserve asset. Bitcoin
acquisitions are initially recognised at cost and, where an active market exists, are subsequently
measured using the revaluation model in accordance with the Group's accounting policy for intangible
assets.
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The classification of Bitcoin as an intangible asset and the application of the revaluation model require
significant judgement by management. In determining the appropriate accounting treatment, the
Group considered the nature of the asset, its intended long-term use as a treasury reserve asset, and
the availability of reliable market prices from active markets.
The fair value of the Group's 8.8 Bitcoin holdings is determined by reference to quoted market prices
at the reporting date. Changes in market prices may result in significant fluctuations in the carrying
amount of the Group's Bitcoin holdings and related revaluation movements recognised in equity or
profit or loss, as applicable under the relevant accounting standards.
The Group considers that measuring Bitcoin under the revaluation model most appropriately reflects
its long-term strategic intention to hold Bitcoin as a treasury reserve asset capable of appreciating in
value over time and provides users of the financial statements with more relevant and transparent
information regarding the current value of the Group's digital asset holdings.
Going concern
The financial statements have been prepared on a going concern basis, which assumes that the Group
will continue in operational existence for the foreseeable future and will realise its assets and settle
its liabilities in the ordinary course of business.
In assessing the appropriateness of the going concern basis, the Directors considered the Group's
financial position as at 31 March 2026. The Group incurred a higher net loss during the financial year,
which increased cash flow uncertainty as at the reporting date. Management has considered these
conditions, together with the Group's available funding arrangements, cash flow forecasts and
planned business initiatives, and concluded that the Group has adequate resources to continue its
operations and meet its obligations as they fall due. Accordingly, the financial statements have been
prepared on a going concern basis.
Subsequent to the reporting date, the Group entered into a loan facility agreement from Clarivan for
a total facility amount of US$10.0 million. In July 2026, the Group drew down US$5.0 million under
the facility, providing additional liquidity and working capital to support its ongoing operations and
business plans. The Directors have considered the availability of the remaining undrawn facility
together with the funds already received and are satisfied that the Group has adequate financial
resources to continue its operations for the foreseeable future. Accordingly, the Directors consider
that the going concern basis of preparation remains appropriate.
At 31 March 2026, the Group held cash reserves of US$1,851,000 (2025: US$4,214,000).
The Directors believe that there are sufficient funds to meet the Group’s working capital
requirements.
The Group recorded a loss of US$ 5,406,000 for the year ended 31 March 2026 and had net assets of
US$ 5,488,000 as of 31 March 2026 (2025: loss of US$ 2,419,000 and net assets of US$ 8,324,000).
Estimated impairment of goodwill
The Group tests annually whether goodwill has suffered any impairment, in accordance with the
accounting policy stated in Note 5.5. The recoverable amounts of cash-generating units have been
determined based on value-in-use calculations.
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Income taxes
The Group is subject to income taxes in numerous jurisdictions. Significant judgement is required in
determining the capital allowances and deductibility of certain expenses during the estimation of the
provision for income taxes. There are many transactions and calculations for which the ultimate tax
determination is uncertain during the ordinary course of business. The Group recognises liabilities
for anticipated tax audit issues based on estimates of whether additional taxes will be due. Where
the final tax outcome of these matters is different from the amounts that were initially recorded,
such differences will impact the income tax and deferred income tax provisions in the period in which
such determination is made.
Contingencies
By their nature, contingencies will only be resolved when one or more uncertain future events occur
or fail to occur. The assessment of the existence, and potential quantum, of contingencies inherently
involves the exercise of significant judgement and the use of estimates regarding the outcome of
future events. Please refer to Note 26 for further details.
The preparation of the Company’s financial statements requires management to make judgements,
estimates and assumptions that affect the reported amounts of revenues, expenses, assets and
liabilities, and the disclosure of contingent liabilities at the end of each reporting period. Uncertainty
about these assumptions and estimates could result in outcomes that require a material adjustment
to the carrying amount of the asset or liability affected in the future periods.
Critical judgements in applying the entity’s accounting policies
Management is of the opinion that there are no significant judgements made in applying accounting
estimates and policies that have a significant risk of causing a material adjustment to the carrying
amounts of assets and liabilities within the next financial year.
Key sources of estimation uncertainty
The key assumptions concerning the future and other key sources of estimation uncertainty at the
end of the reporting period are discussed below. The Company based its assumptions and estimates
on parameters available when the financial statements were prepared. Existing circumstances and
assumptions about future developments, however, may change due to market changes or
circumstances arising beyond the control of the Company. Such changes are reflected in the
assumptions when they occur.
Provision for expected credit losses (ECL) on trade receivables and contract assets
ECLs are unbiased probability-weighted estimates of credit losses which are determined by
evaluating a range of possible outcomes and taking into account past events, current conditions and
assessment of future economic conditions.
The Company uses a provision matrix to calculate ECLs for trade receivables and contract assets. The
provision rates are based on days past due for groupings of various customer segments that have
similar loss patterns. The provision matrix is initially based on the Company’s historical observed
default rates. The Company will calibrate the matrix to adjust historical credit loss experience with
forward-looking information. At every reporting date, historical default rates are updated and
changes in the forward- looking estimates are analysed.
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The assessment of the correlation between historical observed default rates, forecast economic
conditions and ECLs is a significant estimate. The amount of ECLs is sensitive to changes in
circumstances and of forecast economic conditions. The Company’s historical credit loss experience
and forecast of economic conditions may also not be representative of customer’s actual default in
the future.
The carrying amount of the Company’s trade receivables at the end of the reporting period is
disclosed in Note 14 to the financial statements.
Allowance for inventory obsolescence
The Company reviews the ageing analysis of inventories at each reporting date, and makes provision
for obsolete and slow-moving inventory items identified that are no longer suitable for sale. The net
realisable value for such inventories is estimated based on the most reliable evidence available at the
reporting date. These estimates take into consideration market demand, competition, selling price
and cost directly relating to events occurring after the end of the financial year to the extent that
such events confirm conditions existing at the end of the financial year. Possible changes in these
estimates could result in revisions to the valuation of inventories. The carrying amounts of the
Company’s inventories at the reporting date are disclosed in Note 15 to the financial statements.
4. Adoption of new and amended standards and interpretations
There are several new accounting standards and interpretations issued by the IFRS that are not yet
mandatorily applicable to the Group and have not been applied in preparing these consolidated
financial statements. The Group does not plan to adopt these standards early.
These standards are not expected to have a material impact on the Group in the current or future
reporting periods.
5. Summary of significant accounting policies
5.1 Revenue recognition
The Group’s revenue is primarily derived from consideration paid by customers to transfer money
internationally. The Group recognises revenue when performance obligations are satisfied, meaning
when the funds are received by the recipients.
Sale of goods
Revenue from the sale of goods is recognised when a Group entity has delivered the products to the
customer, the customer has accepted the products and collectability of the related receivables is
reasonably assured.
Component parts and products are often sold with a right of return. Accumulated experience is used
to estimate and provide for such returns at the time of sale.
Rendering of services
Revenue from remittance services is recognised over the period in which the services are rendered,
by reference to completion of the specific transaction assessed on the basis of the actual service
provided as a proportion of the total services to be performed. A customer enters into the contract
with the Company at the time of opening an account or initiating a money transfer. Generally, the
customer agrees to the contractual terms by formally accepting, on Company’s website or the
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Company’s App, the terms and conditions of the respective service, which detail the Group’s
performance obligations and fees.
The transaction price is the amount of consideration expected to be received in exchange for providing
services to a customer. The fees charged to customers are shown to them upfront prior to the
transaction being initiated. For international transfers, a single upfront fee per transaction is charged,
consisting of a fixed and a variable amount. The amount of both the fixed and the variable portion of
the fee depends on a number of factors, including the currency route, the transfer size, the type of
transaction being undertaken and the payment method used. Company offers certain rebates in the
form of a fee refund for eligible transactions. The refund liability is recognised for the expected future
rebates at the time of the transaction and deducted from revenue in accordance with IFRS 15.
The transaction price is allocated to performance obligations of the different revenue streams on the
basis of relative standalone selling prices. As there is typically a single performance obligation
associated with each type of service provided to a customer, the revenue is recognised at the point in
time when the performance obligation has been satisfied. For money transfers it is upon delivery of
funds to the recipient. In the case of money conversions, it is when a customer balance is converted
into a different currency.
Interest income
Interest income is recognised on a time-proportion basis using the effective interest method. When a
receivable is impaired, the Group reduces the carrying amount to its recoverable amount, being the
estimated future cashflow discounted at original effective interest rate of the instrument, and
thereafter amortising the discount as interest income.
Government grants
Government grants are recognised when there is reasonable assurance that the Group will comply
with the conditions attaching to the grants and that the grants will be received. Grants related to
income are recognised in profit or loss on a systematic basis over the periods in which the Group
recognises the related expenses that the grants are intended to compensate. Government grants are
presented within other operating income or as a reduction of the related operating expenses, as
appropriate.
During the financial year, the Group received government assistance through certain subsidiaries in
the United Kingdom and Singapore in support of employment, workforce development and business
operations.
The grants received comprised:
• United Kingdom (Angra Limited): National Insurance Contributions (NIC) Employment
Allowance, which provides relief from eligible employer National Insurance contributions.
• Singapore (GS Fintech Pte Ltd and Semnet Pte Ltd): Inland Revenue Authority of Singapore
(IRAS) Corporate Income Tax (CIT) Cash Rebate, Senior Employment Credit, CPF Transition
Offset, Progressive Wage Credit Scheme (PWCS), National Service (NS) Claims administered
by the Ministry of Defence (MINDEF), and SkillsFuture Enterprise Credit (SFEC) training
support.
These grants were recognised in profit or loss during the year as compensation for the related payroll,
training and operating expenditures incurred. There were no unfulfilled conditions or contingencies
attached to these grants as at the reporting date.
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5.2 Property, Plant and Equipment
Measurement
Plant and equipment are shown at cost less accumulated depreciation and impairment losses. The
initial cost of an asset comprises its purchase price or construction cost, any costs directly attributable
to bringing the asset into operation, any incidental cost of purchase, and associated borrowing costs.
The purchase price or construction cost is the aggregate amount paid and the fair value of any other
consideration given to acquire the asset. Directly attributable costs include employee benefits,
professional fees and costs of testing whether the asset is functioning properly. Capitalised borrowing
costs include those that are directly attributable to the construction of mining and infrastructure
assets.
Property, plant and equipment relate to plant, machinery, fixtures and fittings and are shown at
historical cost less accumulated depreciation and impairment losses.
Depreciation
Depreciation of property, plant and equipment are computed on a straight-line basis over the
estimated useful life of the assets.
The depreciation rates applied to each type of asset are as follows:
Computer Equipment
3 years
Fixtures and fittings
2 years
Lease improvements
2 years
The residual values and useful lives of property, plant and equipment are reviewed, and adjusted as
appropriate, at each balance sheet date.
Subsequent expenditure
Subsequent expenditure relating to property, plant and equipment that has already been recognised
is added to the carrying amount of the asset when it is probable that future economic benefits, in
excess of the standard of performance of the asset before the expenditure was made, will flow to
the Group and the cost can be reliably measured. Other subsequent expenditure is recognised as an
expense during the financial year in which it is incurred.
Disposal
On disposal of an item of property, plant and equipment, the difference between the net disposal
proceeds and its carrying amount is taken to the income statement. Any amount in revaluation
reserve relating to that asset is transferred to retained earnings.
5.3 Intangible assets
Intangible assets comprise goodwill, licences, software and other identifiable intangible assets.
Intangible assets with finite useful lives are amortised on a straight-line basis over their estimated
useful lives. Intangible assets with indefinite useful lives, including goodwill, are not amortised but
are tested annually for impairment, or more frequently whenever events or changes in circumstances
indicate that the carrying amount may not be recoverable, in accordance with IAS 38 Intangible Assets
and IAS 36 Impairment of Assets.
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Amortisation expense and impairment losses relating to intangible assets are recognised within
Continuing operations (Note 8) and Discontinued operations (Note 23) in the consolidated statement
of profit or loss and other comprehensive income.
Management has assessed the useful lives of the Group's indefinite-lived intangible assets, namely
goodwill, licences, software & licences, the neobanking platform, digital assets and trademarks, as
indefinite based on the following considerations:
Goodwill – In accordance with IFRS, goodwill is regarded as having an indefinite useful life. It is not
amortised and is subject to annual impairment testing, or more frequently if indicators of impairment
exist.
Licences – The licences are issued by regulatory authorities and are renewable indefinitely, provided
the Group continues to comply with the applicable regulatory requirements. These licences are
fundamental to the Group's operations and are therefore considered to have indefinite useful lives.
Software & Licences – These proprietary technology assets are wholly owned by the Group and are
expected to generate economic benefits over an indefinite period. They are continuously maintained,
enhanced and upgraded to reflect evolving technology, regulatory requirements and business needs.
Management does not expect these assets to become technologically obsolete in the foreseeable
future and has therefore assessed them as having indefinite useful life.
Neobanking Platform – These proprietary technology assets are wholly owned by the Group and are
expected to generate economic benefits over an indefinite period. An enterprise fintech ecosystem
comprising digital banking infrastructure, blockchain payment infrastructure, stablecoin capability,
digital wallet technology, cross-border remittance functionality, banking API connectivity, middleware
integration framework, KYC/AML compliance technology, encryption and cybersecurity framework,
and AWS cloud infrastructure.
Digital Assets – The Group's digital assets comprise 8.8 Bitcoin and 100,000,000 COAL Tokens.
Management has assessed these digital assets as having indefinite useful lives because they are not
consumed through use, have no contractual expiry or finite economic life, and are expected to
generate economic benefits over an indefinite period. Accordingly, these assets are not amortised but
are tested annually for impairment, or more frequently if events or changes in circumstances indicate
that their carrying amounts may not be recoverable.

| Gross | Accumulated | Accumulated | Intangible |
| Carrying | Amortization | Impairment | Assets, | Life
| Amount |  |  | Net |
Intangible assets | US$'000 | US$'000 | USS’000 | US$'000 |
Amortizing intangible assets: |  |  |  |  |
Crypto License | 30 | (30) |  | - | 3 years
Software & Licenses | 108 | (108) |  | - | 3 years
Indefinite-lived intangible assets: |  |  |  |  |
Goodwill | 1,815 |  | (838) | 977 | indefinite
Software & Licenses | 1,382 |  | (170) | 1,212 | indefinite
Neobanking platform | 1,016 |  |  | 1,016 | indefinite
Digital Assets | 1,624 |  | (765) | 859 | indefinite
Trademarks | 6 |  |  | 6 | indefinite
Total | 5,981 | (138) | (1,773) | 4,070 |

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Trademarks – The Group's trademarks support its long-term branding and commercial strategy and
are expected to continue generating economic benefits indefinitely. They are renewable without
significant cost and are therefore considered to have indefinite useful lives.
5.4 Investments in subsidiaries, joint ventures and associated companies
Investments in subsidiaries, joint ventures and associated companies are stated at cost less
accumulated impairment losses (Note 5.5) in the Company’s balance sheet. On disposal of
investments in subsidiaries, joint ventures and associated companies, the difference between net
disposal proceeds and the carrying amount of the investment is taken to the income statement.
5.5 Impairment of assets
Goodwill is tested annually for impairment, as well as when there is any indication that the goodwill
may be impaired. Impairment loss on goodwill is not reversed in a subsequent period.
Intangible assets, property, plant and equipment and investments in subsidiaries are reviewed for
impairment whenever there is any indication that these assets may be impaired. If any such indication
exists, the recoverable amount (i.e. the higher of the fair value less cost to sell and value in use) of the
asset is estimated to determine the amount of impairment loss.
5.6 Financial instruments
Financial assets
i.
Classification, initial recognition and measurement
The Company classifies its financial assets into the following measurement categories:
amortised cost; fair value through other comprehensive income (FVOCI); and fair value
through profit or loss (FVPL).
Financial assets are recognised when, and only when the entity becomes party to the
contractual provisions of the instruments.
At initial recognition, the Company measures a financial asset at its fair value plus, in the
case of a financial asset not at FVPL, transaction costs that are directly attributable to the
acquisition of the financial assets. Transaction costs of financial assets carried at FVPL are
expensed in profit or loss.
Trade receivables are measured at the amount of consideration to which the Company
expects to be entitled in exchange for transferring promised goods or services to a
customer, excluding amounts collected on behalf of third party, if the trade receivables
do not contain a significant financing component at initial recognition.
ii.
Subsequent measurement
Debt instruments
Subsequent measurement of debt instruments depends on the Company’s business
model for managing the asset and the contractual cash flow characteristics of the asset.
The Company only has debt instruments at amortised cost.
Financial assets that are held for the collection of contractual cash flows where those
cash flows represent solely payments of principal and interest are measured at
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amortised cost. Financial assets are measured at amortised cost using the effective
interest method, less impairment. Gains and losses are recognised in profit or loss when
the assets are derecognised or impaired, and through the amortisation process.
Debt instruments of the Company comprise cash and cash equivalents and trade and
other receivables.
Equity instruments
On initial recognition of an investment in equity instrument that is not held for trading,
the Company may irrevocably elect to present subsequent changes in fair value in other
comprehensive income which will not be reclassified subsequently to profit or loss.
Dividends from such investments are to be recognised in profit or loss when the
Company’s right to receive payments is established. For investments in equity
instruments which the Company has not elected to present subsequent changes in fair
value in other comprehensive income, changes in fair value are recognised in profit or
loss.
iii.
Derecognition
A financial asset is derecognised where the contractual right to receive cash flows from
the asset has expired. On derecognition of a financial asset in its entirety, the difference
between the carrying amount and the sum of the consideration received and any
cumulative gain or loss that had been recognised in other comprehensive income for
debt instruments is recognised in profit or loss.
Financial liabilities
i.
Classification, initial recognition and measurement
Financial liabilities are recognised when, and only when, the Company becomes a
party to the contractual provisions of the financial instrument. The Company
determines the classification of its financial liabilities at initial recognition.
All financial liabilities are recognised initially at fair value plus in the case of financial
liabilities not at FVPL, directly attributable transaction costs.
ii.
Subsequent measurement
After initial recognition, financial liabilities that are not carried at FVPL are
subsequently measured at amortised cost using the effective interest method. Gains
and losses are recognised in profit or loss when the liabilities are derecognised, and
through the amortisation process.
Financial liabilities measured at amortised cost comprise trade and other payables.
iii.
Derecognition
A financial liability is derecognised when the obligation under the liability is
discharged or cancelled or expires. On derecognition, the difference between the
carrying amounts and the consideration paid is recognised in profit or loss.
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Offsetting
Financial assets and liabilities are offset and the net amount presented in the statement of financial
position when, and only when, the Company has a legal right to offset the amounts and intends either
to settle on a net basis or to realise the asset and settle the liability simultaneously.
Impairment
Financial assets
The Company recognises an allowance for expected credit losses (ECLs) for all debt instruments not
held at FVPL and contract assets. ECLs are based on the difference between the contractual cash
flows due in accordance with the contract and all the cash flows that the Company expects to receive,
discounted at an approximation of the original effective interest rate. The expected cash flows will
include cash flows from the sale of collateral held or other credit enhancements that are integral to
the contractual terms.
ECLs are recognised in two stages. For credit exposures for which there has not been a significant
increase in credit risk since initial recognition, ECLs are provided for credit losses that result from
default events that are possible within the next 12-months (a 12-month ECL). For those credit
exposures for which there has been a significant increase in credit risk since initial recognition, a loss
allowance is recognised for credit losses expected over the remaining life of the exposure,
irrespective of timing of the default (a lifetime ECL).
For trade receivables and contract assets, the Company applies a simplified approach in calculating
ECLs. Therefore, the Company does not track changes in credit risk, but instead recognises a loss
allowance based on lifetime ECLs at each reporting date. The Company has established a provision
matrix that is based on its historical credit loss experience, adjusted for forward-looking factors
specific to the debtors and the economic environment which could affect debtors’ ability to pay.
The Company considers a financial asset in default when contractual payments are past due for more
than 90 days. However, in certain cases, the Company may also consider a financial asset to be in
default when internal or external information indicates that the Company is unlikely to receive the
outstanding contractual amounts in full before taking into account any credit enhancements held by
the Company. A financial asset is written off when there is no reasonable expectation of recovering
the contractual cash flows.
Non-financial assets
The carrying amounts of the Company’s non-financial assets, other than inventories, are reviewed at
each reporting date to determine whether there is any indication of impairment. If any such
indication exists, then the asset’s recoverable amount is estimated. An impairment loss is recognised
if the carrying amount of an asset or its related cash-generating unit (CGU) exceeds its estimated
recoverable amount.
The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less
costs to sell. For the purpose of impairment testing, the recoverable amount is determined on an
individual asset basis unless the asset does not generate cash inflows that are largely independent of
those from other assets. If this is the case, the recoverable amount is determined for the CGU to
which the asset belongs. If the recoverable amount of the asset (or CGU) is estimated to be less than
its carrying amount, the carrying amount of the asset (or CGU) is reduced to its recoverable amount.
82
The difference between the carrying amount and recoverable amount is recognised as an impairment
loss in profit or loss.
An impairment loss for an asset other than goodwill is reversed only if, there has been a change in
the estimates used to determine the asset’s recoverable amount since the last impairment loss was
recognised. The carrying amount of this asset is increased to its revised recoverable amount,
provided that this amount does not exceed the carrying amount that would have been determined
(net of any accumulated amortisation or depreciation) had no impairment loss been recognised for
the asset in prior years.
A reversal of impairment loss for an asset other than goodwill is recognised in profit or loss.
The Group has determined the fair value less costs of disposal of certain investments and cash-
generating units (“CGUs”) using a discounted cash flow methodology. This approach requires
management to make significant estimates and judgments regarding future cash flows, growth
assumptions, and discount rates.
• Cash Flow Projection Period: Management has prepared detailed cash flow forecasts
covering a five-year period based on Board-approved budgets and strategic business plans.
• Growth Rates Applied Beyond the Forecast Period:
o Angra Limited – A terminal growth rate of 2% has been applied, reflecting
management's expectation of long-term sustainable growth consistent with the
mature UK financial services sector. Revenue forecasts assume 5% annual organic
growth throughout the forecast period, driven by increasing transaction volumes,
expansion of the existing client base, enhanced utilisation of the Company's
Electronic Money Institution (EMI) licence, and the continued development of
payment and foreign exchange services. The assumptions do not incorporate
significant acquisitions or material new revenue streams and therefore represent a
prudent estimate of future performance.
o Semnet Pte Ltd – A terminal growth rate of 2% has been applied, reflecting
management's expectation of long-term sustainable growth following the forecast
period. Revenue is projected to grow at 22% per annum from FY2028 onwards,
based on management's assessment of the Company's expected organic growth
prospects. This assumption reflects:
▪ continued expansion of the existing customer base and transaction volumes;
▪ increasing recurring software, platform and technology service revenues;
▪ onboarding of new enterprise customers through ongoing business
development initiatives; and
▪ recovery to a normalised growth trajectory following the lower trading
performance experienced in FY2026.
• Discount Rate: Future cash flows have been discounted using a pre-tax discount rate of 10%,
representing management's estimate of the weighted average cost of capital (WACC),
adjusted where appropriate for entity-specific risks. The discount rate reflects current market
assessments of the time value of money, industry risk premiums, and the risks specific to the
cash-generating units that have not otherwise been reflected in the forecast cash flows.
Management believes the assumptions used are appropriate and supportable in light of the current
business strategies and external market conditions. However, these assumptions are inherently
uncertain, and changes in key inputs could result in material differences in the fair value less costs of
disposal.
83
5.7 Trade and other receivables
The fair values of trade and other receivables are estimated as the present value of future cash flows,
discounted at the market rate of interest at the measurement date. Current receivables with no
stated interest rate are measured at the original invoice amount if the effect of discounting is
immaterial. Fair value is determined at initial recognition and, for disclosure purposes, at each annual
reporting date.
5.8 Trade and other payables
Trade and other payables are non-derivative financial liabilities that are not quoted in an active
market. It represents liabilities for goods and services provided to the Group prior to the year end
and which are unpaid. These amounts are unsecured and have 7–30 day payment terms. Trade and
other payables are presented as current liabilities unless payment is not during within 12 months
from the reporting date. They are recognised initially at their fair value and subsequently measured
at amortised cost using the effective interest method.
5.9 Interest-bearing loans and borrowings
Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are
subsequently stated at amortised cost. Any difference between the proceeds (net of transaction
costs) and the redemption value is taken to the income statement over the period of the borrowings
using the effective interest method.
Borrowings which are due to be settled within twelve months after the balance sheet date are
included in current borrowings in the balance sheet even though the original term was for a period
longer than twelve months and an agreement to refinance, or to reschedule payments, on a long-
term basis is completed after the balance sheet date and before the financial statements are
authorised for issue. Other borrowings due to be settled more than twelve months after the balance
sheet date are included in non-current borrowings in the balance sheet.
5.10 Fair value estimation
The fair value of financial instruments traded in active markets (such as exchange- traded and over-
the-counter securities and derivatives) is based on quoted market prices at the balance sheet date.
The quoted market price used for financial assets held by the Group is the current bid price; the
appropriate quoted market price for financial liabilities is the current ask price. The fair value of
interest-rate swaps is calculated as the present value of the estimated future cash flow, discounted
at actively quoted interest rates. The fair value of forward foreign exchange contracts is determined
using forward exchange market rates at the balance sheet date.
The fair value of financial instruments that are not traded in an active market is determined by using
valuation techniques. The Group uses a variety of methods and makes assumptions that are based
on market conditions existing at each balance sheet date. Quoted market prices or dealer quotes for
similar instruments are used for long-term debt. Other techniques, such as estimated discounted
cash flows, are used to determine fair value for the remaining financial instruments.
The carrying amount of current receivables and payables are assumed to approximate their fair
values. The fair value of financial liabilities for disclosure purposes is estimated by discounting the
future contractual cash flows at the current market interest rate that is available to the Group for
similar financial instruments.
84
5.11 Leases
The Group assesses whether a contract is, or contains, a lease at the inception of the arrangement.
A lease is recognised when the Group obtains the right to control the use of an identified asset for a
period of time in exchange for consideration.
Recognition and Measurement
At the commencement date, the Group recognises a right-of-use (ROU) asset and a corresponding
lease liability. The lease liability is initially measured at the present value of lease payments to be
made over the lease term, discounted using the interest rate implicit in the lease, or if that cannot
be readily determined, the Group’s incremental borrowing rate.
The right-of-use asset is initially measured at cost, comprising the amount of the lease liability, any
lease payments made at or before the commencement date, and any initial direct costs, less any
lease incentives received.
Subsequent Measurement
• Lease liabilities are measured at amortised cost using the effective interest method and
remeasured when future lease payments change due to reassessment or modification.
• Right-of-use assets are depreciated on a straight-line basis over the shorter of the asset’s
useful life or the lease term. They are also subject to impairment testing in accordance with
the Group’s impairment policy.
Short-term and Low-value Leases
Payments associated with short-term leases (12 months or less) and leases of low-value assets are
recognised as an expense on a straight-line basis in the income statement.
The Group provides disclosures on the nature and terms of lease arrangements, maturity analysis of
lease liabilities, variable lease payments, and significant judgements made in determining lease terms
and discount rates in Note 17.
5.12 Contract assets and liabilities
Contract assets primarily relate to the Company’s rights to consideration for work completed but not
billed at the reporting date on project work. Contract assets are transferred to trade receivables
when the rights become unconditional. This usually occurs when the Company invoices the customer.
Contract liabilities primarily relate to advance consideration received from customers and progress
billings issued in excess of the Company’s rights to the consideration.
5.13 Inventories
Inventories are measured at the lower of cost and net realisable value. Cost is determined using the
weighted average cost (AVCO) method and comprises all costs of purchase and other costs incurred
in bringing the inventories to their present location and condition. Net realisable value represents
the estimated selling price in the ordinary course of business less the estimated costs of completion
and the estimated costs necessary to make the sale.
85
5.14 Income Tax
GSTechnologies Ltd is a UK-listed entity and has assessed its obligations under the OECD Pillar Two
rules, which introduce a minimum global effective tax rate for multinational enterprises. Based on its
consolidated revenue being below the €750 million threshold in the current and preceding periods,
the Company is exempt from Pillar Two reporting and top-up tax liabilities. This assessment has been
made in accordance with guidance issued by HMRC, and the Directors confirm that the Company
meets all conditions for exemption.
The income tax expense or credit for the period is the tax payable on the current period’s taxable
income, based on the applicable income tax rate for each jurisdiction, adjusted by changes in deferred
tax assets and liabilities attributable to temporary differences and to unused tax losses.
The current income tax charge is calculated on the basis of the tax laws enacted or substantively
enacted at the end of the reporting period in the countries where the company and its subsidiaries
operate and generate taxable income. Management periodically evaluates positions taken in tax
returns with respect to situations in which applicable tax regulation is subject to interpretation and
considers whether it is probable that a taxation authority will accept an uncertain tax treatment. The
group measures its tax balances either based on the most likely amount or the expected value,
depending on which method provides a better prediction of the resolution of the uncertainty.
Deferred income tax is provided using the balance sheet method on temporary differences at the
reporting date between the tax bases of assets and liabilities and their carrying amounts for financial
reporting purposes.
Deferred income tax liabilities are recognised for all taxable temporary differences.
Deferred income tax assets are recognised for all deductible temporary differences, carry forward of
unused tax credits and unused tax losses, to the extent that it is probable that taxable profit will be
available against which the deductible temporary differences, and the carry forward of unused tax
credits and unused tax losses, can be utilised, except:
In respect of deductible temporary differences associated with investments in subsidiaries, deferred
income tax assets are recognised only to the extent that it is probable that the temporary differences
will reverse in the foreseeable future and taxable profit will be available against which the temporary
differences can be utilised.
The carrying amount of deferred income tax assets is reviewed at the end of each reporting period
and reduced to the extent that it is no longer probable that sufficient taxable profit will be available
to allow all or part of the deferred income tax asset to be utilised. Unrecognised deferred income tax
assets are reassessed at the end of each reporting period and are recognised to the extent that it has
become probable that future taxable profit will be available to allow the deferred tax asset to be
recovered.
Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to
the year when the asset is realised or the liability is settled, based on tax rates (and tax laws) that
have been enacted or substantively enacted by the end of the reporting period.
Deferred income tax assets and deferred income tax liabilities are offset if a legally enforceable right
exists to set off current tax assets against current income tax liabilities and the deferred income taxes
relate to the same taxable entity and the same taxation authority.
86
5.15 Provisions for other liabilities and charges
Provisions are measured at the present value of management’s best estimate of the expenditure
required to settle the present obligation at the end of the reporting period. The discount rate used
to determine the present value is a pre-tax amount that reflects current market assessments of the
time value of money, and the risks specific to the liability. The increase in the provision due to the
passage of time is recognised as interest expense.
5.16 Employee benefits
Defined contribution plans
Defined contribution plans are post-employment benefit plans under which the Group pays fixed
contributions into separate entities and will have no legal or constructive obligation to pay further
contributions if any of the funds do not hold sufficient assets to pay all employee benefits relating to
employee services in the current and preceding financial years. The Group’s contribution to defined
contribution plans are recognised in the financial year to which they relate.
Termination benefits
Termination benefits are payable when employment is terminated before the normal retirement
date, or whenever an employee accepts voluntary redundancy in exchange for these benefits. The
Group recognises termination benefits when it is demonstrably committed to either: terminating the
employment of current employees according to a detailed formal plan without possibility of
withdrawal; or providing termination benefits as a result of an offer made to encourage voluntary.
5.17 Currency translation
i. Functional and presentation currency
Items included in the financial statements of each entity in the Group are measured using the
currency of the primary economic environment in which the entity operates (“the functional
currency”). The consolidated financial statements are presented in US dollars, which is the Group’s
presentation currency.
ii. Transaction and Balances
Transactions in foreign currencies are initially recorded in the functional currency at the respective
functional currency rates prevailing at the date of the transaction. Monetary assets and liabilities
denominated in foreign currencies are retranslated at the spot rate of exchange ruling at the
reporting dates. All differences are taken to the profit or loss, should specific criteria be met.
Non-monetary items that are measured in terms of historical cost in a foreign currency are translated
using the exchange rate as at the date of the initial transaction. Non-monetary items measured at
fair value in a foreign currency are translated using the exchange rates at the date when the fair value
was determined.
iii. Translation of Group entities’ financial statements
The results and financial position of foreign operations (none of which has the currency of a
hyperinflationary economy) that have a functional currency different from the presentation currency
are translated into the presentation currency as follows:
●
Assets and liabilities for each statement of financial position presented as translated at the
closing rate at the date of the statement of financial position.
87
●
Income and expenses for each income statement and statement of profit or loss and other
comprehensive income are translated at average exchange rates (unless this is not a
reasonable approximation of the cumulative effect of the rates prevailing on the transactions
dates, in which case income and expenses are translated at the dates of the transactions),
and
●
All resulting exchange differences are recognised in other comprehensive income
5.18 Segment reporting
A business segment is a group of assets and operations engaged in providing products or services
that are subject to risks and returns that are different from those of other business segments. A
geographical segment is engaged in providing products or services within a particular economic
environment that is subject to risks and returns that are different from those of segments operating
in other economic environments. The analysis of revenue by type of customer and geographical
region, is set out in Note 6.
5.19 Cash and cash equivalents
Cash and cash equivalents comprise cash on hand, deposits with financial institution and short-term
deposits that are readily convertible to known amount of cash and that are subject to an insignificant
risk of changes in their fair value and are used by the Company in the management of its short-term
commitments. Bank overdrafts are included in borrowings on the balance sheet.
5.20 Share capital
Ordinary shares are classified as equity. Mandatorily redeemable preference shares are classified as
liabilities. Incremental costs directly attributable to the issuance of new equity instruments are taken
to equity as a deduction, net of tax, from the proceeds.
Where any Group company purchases the Company’s equity share capital (Treasury shares), the
consideration paid, including any directly attributable incremental costs (net of income taxes), is
deducted from equity attributable to the Company’s equity holders until the shares are cancelled,
reissued or disposed of. Where such shares are subsequently disposed or reissued, any consideration
received, net of any directly attributable incremental transaction costs and the related income tax
effects, is included in equity attributable to the Company’s equity holders. Realised gain or loss on
disposal or reissue of Treasury shares are included in retained profits of the Company.
5.21 Earnings per share
(i) Basic earnings per share
Basic earnings per share is calculated by dividing:
• the profit attributable to owners of the company, excluding any costs of servicing equity other than
ordinary shares.
• by the weighted average number of ordinary shares outstanding during the financial year, adjusted
for bonus elements in ordinary shares issued during the year and excluding treasury shares (Note
11).

88 (ii) Diluted earnings per share Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account: • The after-income tax effect of interest and other financing costs associated with dilutive potential ordinary shares. • The weighted average number of additional ordinary shares that would have been outstanding, assuming the conversion of all dilutive potential ordinary shares. 5.22 Rounding of amounts All amounts disclosed in the financial statements and notes have been rounded off to the nearest thousand in United States Dollar, unless otherwise stated. 6. Revenue |  |  |
|  | 2026 | 2025
Business Segment | Nature of Revenue | US$'000 | US$'000
|  |  | (Restated)
Software Revenue | Software development and | 348 | -
| implementation |  |
| Sale of hardware devices together |  |
Hardware and Software | with related software solutions | 783 | 1,590
license sales | and integrated technology |  |
| products |  |
| Money remittance, payment |  |
Transfer fees and charges | processing, foreign exchange | 331 | 1,227
| facilitation and cryptocurrency |  |
| transaction fees |  |
Management and consultancy fees | Support services | 394 | -
|  | 1,455 | 2,817

Transaction fees and charges are from Angra Limited and GS Fintech UAB and with transaction volume
of US$110.25 (FY2025: US$115.73) million and US$11.41 (FY2025: US$44.06) million respectively.
Segmentation of revenues
The table below breaks down revenue from contracts with customers by major geographical markets,
based on the customers’ addresses.

| 2026 | 2025
Revenue by geographical region | US$'000 | US$'000
|  | (Restated)
United Kingdom | - | 503
Europe | 569 | 638
United States of America | 30 | 286
Asia-Pacific | 834 | 1,034
Rest of the world | 22 | 356
Total Revenue | 1,455 | 2,817

89 Entity-wide disclosures ● Products and services: All external revenue derives from money remittance and crypto-asset exchange on blockchain-enabled financial services and related infrastructure. ● Geographical exposure: Revenue is primarily earned from clients in the United Kingdom and the European Economic Area (EEA), with no individual geography outside this region representing a material portion of total revenue. Revenue attributable to the Singapore subsidiary relates entirely to activities undertaken in Singapore, which operates as the Group’s technology and operations hub. ● Major customers: Angra Limited serves corporate clients only, providing foreign exchange and payment solutions tailored to businesses, while GS Fintech UAB serves individual customers, primarily retail users of payment and transfer services. Revenue is well diversified across both entities’ customer portfolios. No single customer contributes more than 10% of consolidated revenue, and therefore there is no significant concentration risk. 7. Other income | 2026 | 2025
| US$'000 | US$'000
|  | (Restated)
Interest income | - | 4
Government grant | 43 | 13
Other income | 14 | 130
| 57 | 147

8. Net operating expenses
2026
US$'000
2025
US$'000
(Restated)
Continuing Operations
Administrative expense
1,290
1,059
Costs of goods sold *
672
1,057
Depreciation
131
54
Distribution, advertising and promotion
38
31
Employee cost
2,324
1,442
Finance cost
9
10
Impairment
881
801
Interest expense on lease
3
6
Leases
144
107
Occupancy cost
34
33
Office expense
192
99
Travel expense
15
143
Total net operating expenses
5,733
4,842
90
*Cost of goods sold comprises the direct costs incurred in relation to the sale of inventory and
includes the following:
Description
2026
US$'000
2025
US$'000
(Restated)
Purchases
660
1,317
Freight and handling charges
1
2
Sales commission
9
4
Warehouse and logistics expenses
2
4
Other costs
-
(270)
672
1,057

No impairment of inventories was recognized during the year. 9. Key management personnel |  |
| 2026 | 2025
| US$'000 | US$'000
|  | (Restated)
Directors’ salaries | 646 | 562
Defined contribution scheme | 32 | 28
Directors’ additional benefits | 38 | 12
Total amount of emoluments | 716 | 602

10. Employee costs |  |
| 2026 | 2025
| US$'000 | US$'000
|  | (Restated)
Wages and salaries | 1,526 | 723
Defined contribution scheme | 139 | 62
Staff welfare and other employee costs | 67 | 54
Total | 1,732 | 839
Average number of employees for the Group | 35 | 41

91 11. Earnings per share |  |
| 2026 | 2025
| US$'000 | US$'000
|  | (Restated)
Loss for the period attributable to members of the parent | (5,406) | (2,419)
Basic earnings per share is calculated by dividing the profit attributable to owners of the Parent by the weighted average number of ordinary shares in issue |  |
during the period. |  |
Basic weighted average number of ordinary shares in issue | 2,278,799,754 | 2,033,699,977
Basic loss per share-cents from continuing operations | (0.00197) | (0.00104)
Diluted loss per share-cents from continuing operations | (0.00197) | (0.00104)
Basic loss per share-cents from discontinued operations | (0.00040) | (0.00106)
Diluted loss per share-cents from discontinued | (0.00040) | (0.00106)
operations |  |

12. Segment reporting
The consolidated entity’s operating segments have been determined with reference to the monthly
management accounts used by the chief operating decision maker to make decisions regarding the
consolidated entity’s operations and allocation of working capital.
Due to the size and nature of the consolidated entity, the Board has been determined as the chief
operating decision maker.
The consolidated entity operates in one business segment, being information data technology and
infrastructure.
The revenues and results are those of the consolidated entity as a whole and are set out in the
statement of profit and loss and other comprehensive income. The segment assets and liabilities of
this segment are those of the consolidated entity and are set out in the Statement of Financial
Position.
GSTechnologies Limited applies IFRS 8 Operating Segments in its consolidated financial statements.
The standard requires operating segments to be identified on the basis of internal reports regularly
reviewed by the Chief Operating Decision Maker (CODM) to allocate resources and assess
performance.
Operating Segments
The Group has determined that it operates as a single reportable segment, being the provision of
blockchain-enabled financial services. The Group’s principal activities focus on building blockchain
infrastructure to support digital asset transactions and cross-border payments, primarily under the GS
Fintech brand.
92
Chief Operating Decision Maker
The CODM has been identified as the Executive Chairman, supported by the Board of Directors.
Management reporting reviewed by the CODM presents financial information on a consolidated basis
only. There is no internal reporting of separate business lines or geographic units.
Segment Identification and Aggregation
Although the Group operates in multiple jurisdictions, these are managed and reported as an
integrated unit. Internal performance evaluation and decision-making processes are based solely on
consolidated Group information.
The criteria in IFRS 8 paragraph 12 are met for treating the Group as a single reportable segment, as:
● No individual component of the business meets the quantitative thresholds for separate
reporting; and
● The services offered (blockchain-related financial solutions) are economically similar and
generate revenues from similar customers.
Entity-wide Disclosures
While only one reportable segment has been identified, the following entity-wide disclosures are
provided in accordance with IFRS 8 paragraphs 31 to 34:
a) Products and Services
All external revenue arises from the Group’s core activity: blockchain-enabled financial services. This
includes digital asset remittance, blockchain payment infrastructure, and associated financial
technology solutions.
b) Geographic Information
The Group operates in three principal jurisdictions: the United Kingdom, Lithuania, and Singapore. The
allocation of external revenue by location of customer, and the carrying amount of non-current assets
by geographic location, is presented in Note 6.
c) Major Customers
During the reporting period, no single external customer contributed 10% or more of the Group’s total
revenue (FY 2025: nil).
Measurement Basis and Reconciliations
Segment information is reported using the same accounting policies as those used in the consolidated
financial statements. As only one segment is reported, no reconciliation is required between segment
and Group results.
Future Considerations
Management regularly reviews the Group’s operations for any indicators that would warrant the
identification of separate reportable segments. Should any operating component grow to meet the
quantitative thresholds, or should internal reporting to the CODM change to reflect discrete business
lines or geographies, the Group will update its segment reporting accordingly.

93 13. Cash and cash equivalents |  |
| 2026 | 2025
| US$'000 | US$'000
|  | (Restated)
Cash at bank | 1,851 | 4,214

Cash at bank carry no interest. The carrying amount of cash and cash equivalents approximate their fair value. 14. Trade and other receivables |  |
| 2026 | 2025
| US$'000 | US$'000
|  | (Restated)
Trade receivables | 135 | 37,938
Prepayments | 84 | 102
Other debtors | 63 | 176
Due from related party | - | 47
| 282 | 38,263

15. Inventories
Inventories are valued at the lower of cost and net realisable value.
Semnet Pte Ltd inventory as at 31 March 2026:

| 2026 | 2025
| US$'000 | US$'000
|  | (Restated)
Inventories | 5 | 13

16. Property, plant and equipment |  |  |  |  |
| Right-Of-Use |  | Furniture |  |
| Assets | Renovation | & Office | Software | Total
| US$’000 | US$’000 | Equipment | US$’000 | US$’000
Cost |  |  | US$’000 |  |
As at 01 April 2024 | 202 | 14 | 171 | - | 387
Additions / Transfer in | - | 3 | - | - | 3
Additions on acquisition of subsidiary | - | - | - | - | -
Disposal / Write-off | (51) | - | (72) | - | (123)
Reclassification | - | - | - | - | -
As at 31 March 2025 | 151 | 17 | 99 | - | 267
Additions / Transfer in | - | - | 6 | - | 6
Disposal / Write-off | (151) | (17) | (13) | - | (181)
As at 31 March 2026 | - | - | 92 | - | 92

94

| Right-Of-Use |  | Furniture |  |
| Assets | Renovation | & Office | Software | Total
| US$’000 | US$’000 | Equipment | US$’000 | US$’000
|  |  | US$’000 |  |
Accumulated depreciation |  |  |  |  |
As at 01 April 2024 | 29 | 2 | 164 | - | 195
Charge for the year | 41 | 9 | 5 | - | 55
Disposal / Write-off | (20) | - | (72) | - | (92)
Adjustments | - | - | - | - | -
Reclassification | - | - | - | - | -
As at 31 March 2025 | 50 | 11 | 97 | - | 158
Charge for the year | - | - | 1 | - | 1
Disposal / Write-off | (50) | (11) | (11) | - | (72)
As at 31 March 2026 | - | - | 87 | - | 87
Net book value | 101 | 6 | 2 | - | 109
As at 31 March 2025 |  |  |  |  |
As at 31 March 2026 | - | - | 6 | - | 6
17. Derecognition of Lease Liability During the year, the lease agreement relating to the office premises of GS Fintech Pte. Ltd., a wholly owned subsidiary of GSTechnologies Limited, reached the end of its contractual term on |  |  |  |  |

30 November 2025 | . | Upon expiry of the lease, the associated right-of-use asset and lease liability |
were fully derecognised in accordance with IFRS 16 Leases, as there was no remaining right to |  |  |
use the underlying asset or obligation to make future lease payments. No material gain or loss |  |  |
arose on derecognition. |  |  |
Lease liabilities recognized in the balance sheet |  |  |
The balance sheet shows the following amounts relating to lease liabilities: |  | 2026 | 2025
|  | US$'000 | US$'000
|  |  | (Restated)
Current |  | - | 37
Non-current |  | - | 65
|  | - | 102

Amounts recognized in the statement of profit or loss
The statement of profit or loss shows the following amounts relating to leases:

| 2026 | 2025
| US$'000 | US$'000
|  | (Restated)
Depreciation on ROU | - | 41
Interest expense on lease | - 3 | 6
| - | 47

95 18. Intangible assets |  |  |  |  |
| Trademark | Goodwill | Digital Asset | Software & | Total
Intangible Assets | US$’000 | US$’000 | US$’000 | Licenses | US$’000
|  |  |  | US$’000 |
As at 31 March 2024 | 6 | 1,761 | 258 | 2,082 | 4,107
Additions | - | - | 247 | 620 | 867
Reclassification | - | - | - | - | -
Impairment | - | (800) |  | (33) | (833)
As at 31 March 2025 | 6 | 961 | 505 | 2,669 | 4,141
Additions | - | 54 | 800 | - | 854
Disposal | - | - | (247) | (150) | (397)
Reclassification | - | - | - | (178) | (178)
Impairment | - | (38) | (199) | (170) | (407)
Forex translation | - | - | - | 57 | 57
As at 31 March 2026 | 6 | 977 | 859 | 2,228 | 4,070

No impairment is recognized this year for the 100,000,000 COAL tokens on hand.
During the year ended 31 March 2026, the Group recognised a goodwill impairment charge of
US$38,000 relating to Angra Limited (2025: US$800,000 relating to Semnet Pte Ltd).
The recoverable amount of the CGU was determined using a value in use model based on
management’s five-year forecast. Key assumptions include:
• Pre-tax discount rate: 10%
• Terminal growth rate: 2%
• Forecast period revenue CAGR: 22%
These assumptions reflect management’s best estimate based on past performance and market
analysis. The impairment charge is recognised within administrative expenses in the consolidated
income statement.
Further information on the nature and composition of the Group's intangible assets is provided in
Note 5.3, Intangible Assets.
Revaluation of Intangible Assets and Cryptocurrency Holdings
During the financial year ended 31 March 2026, the Group reassessed the carrying values of its
internally developed software platforms and cryptocurrency holdings in accordance with IAS 38
Intangible Assets.
The recoverable amount of the Group's internally developed Neobanking platform was tested in
accordance with the requirements of IAS 36 Impairment of Assets. The recoverable amount was
measured using an adjusted Replacement Cost Approach, a cost-based valuation technique that
estimates the current cost of reproducing or replacing the asset with one of equivalent functionality
and service potential. The estimated replacement cost was adjusted, where appropriate, for physical,
functional and economic obsolescence to reflect the asset's current condition and utility.
96
The Group's 8.8 Bitcoin treasury holdings are classified as intangible assets and are measured using
the revaluation model under IAS 38. Fair value is determined using the market approach, based on
quoted prices in an active market for Bitcoin at the revaluation date.
The revaluation of the Group's intangible assets and Bitcoin holdings was performed as at 31 March
2026. Following the revaluation, the carrying amounts recognised in the consolidated statement of
financial position were as follows:
• Neobanking platform: US$1,016,900
• Bitcoin treasury asset: US$600,824
The Group will continue to monitor market conditions and technological developments to determine
whether subsequent revaluations are required in accordance with IAS 38.
19. Subsidiaries
The group’s subsidiaries as at 31 March 2026 are set out below. Unless otherwise stated, they have
share capital consisting solely of ordinary shares, and the proportion of ownership interests held
equals the voting rights held by the group. The country of incorporation or registration is also their
principal place of business.

| Place of | Proportion of | Proportion
Name of Subsidiary | Incorporation | Ownership | of Voting
|  | Interest (%) | Power (%)
Golden Saint Technologies | Australia | 100 | 100
(Australia) Pty Ltd |  |  |
GS Fintech Ltd | UK | 100 | 100
GS Fintech Pte Ltd | Singapore | 100 | 100
GS Fintech UAB | Lithuania | 100 | 100
Angra Limited | UK | 100 | 100
Angra Global Limited | Canada | 100 | 100
Semnet Pte Ltd | Singapore | 66.66 | 66.66
Bake Fintech Pte Ltd | Singapore | 100 | 100
Angra Spółka z ograniczoną | Poland | 100 | 100
odpowiedzialnością |  |  |

20. Business Combination – Acquisition of Angra Spółka z ograniczoną odpowiedzialnością
(formerly Metapay Sp. z o.o.)
On 23 January 2026, the Group, through its wholly owned subsidiary Angra Limited, completed
the acquisition of 100% of the issued share capital of Metapay Sp. z o.o. (KRS 0001114564, REGON
529099055, NIP 5273119530), a company incorporated in Poland on 9 July 2024 with its
registered office at ul. Marcina Kasprzaka 29/318, Warszawa, 01-234, Poland.
97
Angra Limited is a wholly owned subsidiary of GSTechnologies Limited. Accordingly, the
acquisition has been accounted for as a business combination in the consolidated financial
statements in accordance with IFRS 3 Business Combinations.
Metapay Sp. z o.o. is authorised as a Small Payment Institution ("SPI") under the Polish Act on
Payment Services. The acquisition forms part of the Group's strategic expansion of its regulated
payment services across the European Economic Area ("EEA"), enhancing the Group's regulatory
presence and supporting its long-term growth strategy within the European payments sector.
Following completion of the acquisition, Metapay Sp. z o.o. became a wholly owned subsidiary of
the Group and subsequently changed its legal name to Angra Spółka z ograniczoną
odpowiedzialnością ("Angra Sp. z o.o."). The subsidiary has been included in the Group's
consolidated financial statements from 23 January 2026, being the acquisition date.
The total consideration transferred amounted to EUR50,000, which was settled entirely in cash
on completion. The consideration related to the acquisition of 100 ordinary shares having an
aggregate nominal value of PLN10,000.
At the acquisition date, Metapay had no identifiable assets or liabilities to recognise. Accordingly,
no identifiable assets or liabilities were recognised at fair value in accordance with IFRS 3. The
purchase price allocation was completed based on the information available at the reporting
date. Any resulting goodwill represents the expected future economic benefits arising from the
acquired regulated payment institution, including the strategic value of its regulatory
authorisation, anticipated operational synergies, and future growth opportunities within the
European market. Alternatively, where the fair value of the identifiable net assets exceeded the
consideration transferred, the resulting gain on bargain purchase was recognised immediately in
profit or loss in accordance with IFRS 3.
The acquired entity did not have a material impact on the Group's revenue, profit after tax, or
cash flows for the year ended 31 March 2026. Accordingly, the disclosure of pro forma financial
information required by IFRS 3.B64(q) has not been presented, as the effect of the acquisition
was not material to the consolidated financial statements.
21. Disposal of Intangible Assets and Business Transfer
During the year ended 31 March 2026, the Group completed a strategic restructuring of certain
operations within its digital asset and fintech businesses. These transactions were undertaken to
streamline the Group's operations, focus resources on its core regulated payment services
business, and respond to changes in the European regulatory environment.
Derecognition of DFI Chain Tokens
Effective 1 April 2025, GS Fintech UAB derecognised its holdings of DFI Chain Tokens from the
consolidated statement of financial position.
Management concluded that the digital assets no longer met the Group's investment objectives
due to the significant decline in market liquidity and trading activity. The limited availability of
active markets substantially reduced the recoverability and commercial utility of the tokens.
Accordingly, the Group determined that continued recognition of the asset was no longer
appropriate and the carrying amount was fully derecognised during the financial year.
The derecognition was recognised in accordance with the Group's accounting policy for digital
assets and the relevant requirements of IAS 38 Intangible Assets.
98
Disposal of Bake Platform
During the financial year, GS Fintech UAB transferred ownership of the Bake Platform, with a
carrying value of USD150,000, to Bake Fintech Pte. Ltd., another wholly owned subsidiary of the
Group.
As both entities were wholly owned subsidiaries of GSTechnologies Limited, the transfer
constituted an intercompany transaction and did not result in the recognition of any gain or loss
in the consolidated financial statements. The carrying amount of the platform was transferred
between Group entities and eliminated upon consolidation in accordance with IFRS 10
Consolidated Financial Statements.
Subsequently, Bake Fintech Pte. Ltd. entered into a commercial sale agreement with Finferno
Spółka z Ograniczoną Odpowiedzialnością., an external third party, resulting in the disposal
of the Bake Platform outside the Group. The disposal resulted in the derecognition of the
intangible asset from the consolidated financial statements, with any resulting gain or loss
recognised in profit or loss based on the difference between the consideration received and the
carrying amount of the asset at the date of disposal.
Business Transfer to Finferno Spółka z Ograniczoną Odpowiedzialnością
Following the rejection of GS Fintech UAB's application for authorisation under the European
Union Markets in Crypto-Assets Regulation ("MiCA"), management determined that continuing
the regulated crypto-asset operations within GS Fintech UAB was no longer commercially viable.
Accordingly, GS Fintech UAB entered into a business transfer arrangement with Finferno Spółka
z Ograniczoną Odpowiedzialnością (“Finferno”), under which the operational customer
relationships together with the associated safeguarded customer fund assets and corresponding
customer fund liabilities were transferred to Finferno.
The transaction represented the transfer of customer balances held on behalf of users and the
corresponding obligation to those customers. As substantially all associated rights, obligations
and operational responsibilities were transferred to Finferno, the Group derecognised the related
customer fund assets and corresponding customer fund liabilities from its consolidated
statement of financial position.
As the customer fund assets were matched by equivalent customer fund liabilities, the transfer
did not have a material impact on the Group's net assets or consolidated profit for the year. The
transaction primarily resulted in a reduction of both total assets and total liabilities presented in
the consolidated statement of financial position.
Management has assessed these transactions and concluded that the accounting treatment
adopted is consistent with the derecognition principles of IFRS 9 Financial Instruments, the
consolidation requirements of IFRS 10 Consolidated Financial Statements, and the recognition
and derecognition requirements applicable to the transferred assets and liabilities.
These transactions form part of the Group's strategic restructuring to concentrate resources on
its regulated payment services operations and other core fintech activities.
The financial statement impact is disclosed in Note 23., Discontinued Operations.
99
22. Taxation
The Company is incorporated in the British Virgin Islands, where no corporate income tax is levied.
Accordingly, the income tax expense relates solely to the Group’s subsidiaries operating in the United
Kingdom, Lithuania, Singapore, Canada and Australia, which are subject to local statutory tax rates.
The Group’s effective tax rate differs from the UK statutory corporation tax rate primarily due to
unrecognised deferred tax assets arising on tax losses, non-deductible expenses and the impact of
differing tax rates in overseas jurisdictions.
Unrecognised tax losses
Deferred tax assets arising from tax losses carried forward are recognised only to the extent that it is
probable that future taxable profits will be available against which those losses can be utilised. Given
the current stage of development of certain Group operations and the uncertainty regarding the
timing of future taxable profits, deferred tax assets relating to certain tax losses have not been
recognised.
Current Tax:

| 2026 | 2025
| US$'000 | US$'000
|  | (Restated)
Current tax expense | - | 25
Adjustment in respect of prior years | (51) | (40)
Total current tax credit | 51 | 15
Movement in provision for taxation: |  |
Opening provision at 1 March 2025 | 270 | 365
Current year tax expenses | - | 25
Forex exchange loss | - | 6
Tax paid during the year | - | (87)
Prior year tax refund | (51) | (40)
Revaluation of provision for taxation | (219) | 1
Provision for taxation | - | 270

The current tax credit for the year ended 31 March 2026 amounted to US$51,000 (2025: US$15,000).
The credit primarily reflects the recognition of prior year tax refunds and the release of provisions no
longer required. The Group’s taxation provision as at 31 March 2026 was US$ nil (2025: US$270,000).

| 2026 | 2025
| US$'000 | US$'000
|  | (Restated)
(Loss) profit before taxation | (5,356) | (2,219)
Tax credit at UK corporation tax rate of 25% | (1,339) | (555)
Effect of different tax rate in foreign jurisdictions | - | 37
(Australia, Singapore, UK, Canada, Poland) |  |
Unutilised tax losses carried forward | 1,339 | 555
Temporary differences not recognised | - | 15
Other tax adjustments and prior year true-ups | (51) | (14)
Taxation credit recognised in the financial statements | (51) | 38

100
The Group reported a consolidated loss before taxation of US$5.356 million (2025: US$2.219 million).
The expected tax credit at the UK statutory corporation tax rate of 25% was US$1.339 million (2025:
US$555,000). The actual tax credit differs principally because deferred tax assets arising on current
year tax losses have not been recognised, together with the effect of differing overseas tax rates and
prior-year tax adjustments. The resulting taxation credit recognised in the year was US$51,000 (2025:
tax charge of US$38,000).
Deferred Tax:
2026
US$'000
2025
US$'000
(Restated)
Opening balance
9
9
Reversal of temporary difference
(9)
-
Closing balance
-
9
Deferred tax
Deferred tax is recognised in respect of temporary differences between the carrying amounts of
assets and liabilities for financial reporting purposes and the corresponding tax bases where it is
probable that future taxable profits will be available against which the temporary differences can be
utilised.
During the year ended 31 March 2026, the Group recognised a deferred tax credit of US$9,000 in
profit or loss arising from the reversal of previously recognised temporary differences. As a result,
there was no deferred tax asset or liability recognised at 31 March 2026 (2025: deferred tax liability
of US$9,000).
23. Discontinued Operations
During the year ended 31 March 2026, the Group completed a strategic reorganisation of its digital
asset operations following the end of the Markets in Crypto-Assets (“MiCA”) transitional period in
Lithuania. As part of this strategy, the Group transitioned its digital asset exchange activities from GS
Fintech UAB to Finferno Sp. z o.o., the Group’s Virtual Asset Service Provider (“VASP”) registered in
Poland.
GS Fintech UAB processed its final customer transaction on 30 November 2025. On 1 December 2025,
all customer funds, customer accounts and business operating assets relating to the digital asset
exchange business were transferred to Finferno Sp. z o.o., enabling the uninterrupted continuation
of the Group’s digital asset operations under its Polish regulated entity. Following the transfer, GS
Fintech UAB ceased all trading activities and, from 1 December 2025 until 31 March 2026, remained
dormant while undertaking only administrative and statutory wind-down activities, with no further
revenue-generating operations.
Accordingly, management determined that the digital asset operations conducted through GS
Fintech UAB represented a discontinued operation in accordance with IFRS 5 – Non-current Assets
Held for Sale and Discontinued Operations. The results of the discontinued operation have therefore
been presented separately in the consolidated statement of profit or loss.
101
The discontinued operation comprised the Group’s cryptocurrency exchange business, including the
GS20 Exchange and Bake platform, which were previously operated through GS Fintech UAB. The
transfer of operations forms part of the Group’s strategy to consolidate its European digital asset
business within a jurisdiction aligned with the European Union’s MiCA regulatory framework.
The financial performance of the discontinued operation is summarised below:
2026
US$'000
2025
US$'000
(Restated)
Revenue
331
232
Other income
-
110
Total Revenue
331
342
Administrative expense
(269)
(174)
Distribution, advertising and promotion
(2)
(77)
Employee cost
(68)
-
Finance cost
(12)
(9)
Impairment
(843)
(32)
Leases
(14)
-
Office expense
(61)
(144)
Total Expenses
(1,269)
(436)
Income tax expense
22
(26)
(Loss) from discontinued operations
(916)
(120)
The cash flows attributable to the discontinued operation are presented below:
2026
US$'000
2025
US$'000
(Restated)
Net cash generated from operating activities
(504)
(82)
Net cash used in investing activities
422
(446)
Net cash generated from/(used in) financing activities
154
457
Net decrease in cash and cash equivalents
72
(71)
Comparative information has been presented consistently in accordance with IFRS 5.
102
24. Share capital and reserves
The share capital of the Company is denominated in UK Pounds Sterling. Each allotment during the
period was then translated into the Group’s functional currency, US Dollars at the spot rate on the
date of issue.

Authorised |  |
| Number of Shares | US$’000
1. Ordinary Shares |  |
As at 31 March 2025 | 2,165,848,842 | 15,790
Issues during the period |  |
1 April 2025 to 31 March 2026 | 160,416,666 | 2,581
Total shares issued as at 31 March 2026 | 2,326,265,508 | 18,371
Treasury Shares during the period |  |
1 April 2024 to 31 March 2025 | (1,155,287) | (16)
1 April 2025 to 31 March 2026 | - | -
| (1,155,287) | (16)
Total outstanding shares as at 31 March 2026 | 2,325,110,221 | 18,371
Share Capital |  |
The Company's ordinary shares have no par value. Each ordinary share ranks equally and entitles |  |
the holder to an equal share of any dividends declared and approved by the Company and an equal share in the distribution of surplus assets on a winding-up or other return of capital. |  |
Translation Reserve 25. Non-controlling equity interest |  |
The translation reserve comprises exchange differences arising from the translation of the financial statements of foreign operations into the Group's presentation currency. These differences are recognised in other comprehensive income and accumulated in equity. |  |

26. Trade and other payables interests. |  |
| 2026 | 2025 All entities within the group are currently 100% owned, with the exception of Semnet Pte Ltd, in which GST holds a 66.66% stake, while the remaining 33.34% is owned by non-controlling
| US$'000 | US$'000
|  | (Restated)
Trade payable | 773 | 37,960
Accruals | 214 | 259
Other payable | 6 | 69
Income tax provision | - | 270
| 993 | 38,558

Trade payables are non-interest bearing and are normally settled on 60-day terms.
103
27. Auditor’s remuneration
During the year, the group (including its overseas subsidiaries) obtained the following services
from the company’s auditors and its associates:

| 2026 | 2025
| US$'000 | US$'000
|  | (Restated)
Audit of the financial statements including local audits | 145 | 164
Audit-related assurance services* | 15 | 17
Tax compliance services* | 3 | 9
| 163 | 190

*The audit-related assurance and tax services relates to fees incurred by the local subsidiary |  |  |  |  |
auditors. |  |  |  |  |
28. Loans payable |  | 2026 |  |  | 2025 (Restated)
|  | Current | Non-current | Current | Non-current
| Term | US$0’000 | US$0’000 | US$0’000 | US$0’000
Loan 1 | 5 years | - | 10 | - | 24
|  | - | 10 | - | 24

The borrowing relates to a loan obtained by Angra Limited from Lloyds Bank. The loan remained
outstanding as at 31 March 2026, with an outstanding balance of approximately US$10,000
(2025: US$24,000). The decrease during the year reflects scheduled monthly repayments of
£900 made in accordance with the loan agreement.
29. Commitments and contingencies
The Group is subject to no material commitments or contingent liabilities.
30. Ultimate controlling parties
The Company is owned by a number of private shareholders and companies, none of whom own
more than 25% of the issued share capital of the Company. Accordingly, there is no parent entity
nor ultimate controlling party by virtue of shareholding. Bai Guojin (Jack Bai) is considered a
person with significant control (PSC).
The significant shareholders as of 31 March 2026 are the following:

Entities | Quantity of | Percentage of
| Ordinary Shares | Ordinary Shares
Hargreaves Lansdown (Nominees) Limited | 484,608,192 | 20.84%
Interactive Investor Services Nominees Limited | 353,138,098 | 15.19%
Securities Services Nominees Limited | 308,036,376 | 13.25%
HSDL Nominees Limited | 241,789,134 | 10.40%

104
31. Related party transactions
Related parties comprise the Company's Directors, key management personnel, subsidiaries and
entities over which key management personnel have significant influence. Transactions with related
parties are conducted on terms agreed between the parties and are considered by the Directors to be
on normal commercial terms unless otherwise disclosed.
During the financial year, the Group entered into the following related party transactions:
Nature of transaction

| 2026 | 2025
| US$'000 | US$'000
|  | (Restated)
Rendering of services to parent company | - | 260
Rendering of services to related parties | - | 22
Loan to Director | - | 47
Professional fees paid to Director of a subsidiaries | 16 | -
Administrative charges paid to a related company owned | 102 | -
by an Executive Director |  |
Consultancy fees paid to a Non-Executive Director | 38 | -
Cryptocurrency transaction processed through the Group's platform by an Executive Director | 9 | -
| 166 | 329
Professional fees represent services provided by Directors of certain subsidiaries in respect of operational, management and administrative support rendered to the Group. |  |
During the year, the Group also incurred administrative charges from a related company owned by an Executive Director. These charges related to administrative and corporate support services provided |  |
to the Group and were incurred on normal commercial terms. |  |
During the year, consultancy services were provided to the Group by Malcolm Groat, a Non-Executive |  |
Director of the Company, for which consultancy fees were charged on arm's length terms. |  |
During the year, Jack Bai, an Executive Director of the Company, processed a cryptocurrency |  |
transaction of USDT 8,500 through the Group's Bake platform in the ordinary course of business. The transaction was undertaken on the same commercial terms and conditions available to other customers, with no preferential pricing or terms. |  |
Loan to Director |  |
The Group had an outstanding loan receivable from a Non-Executive Director as at 31 March 2025. |  |
During the current financial year, the balance was fully settled by offset against Director's fees |  |
payable. No balance remained outstanding at 31 March 2026 (2025: US$47). Outstanding balances arising from related party transactions are unsecured, interest-free unless otherwise agreed, and are settled in cash or by agreed offset arrangements. No expected credit loss provision has been recognised in respect of amounts due from related parties (2025: nil), as Group considers the balances to be fully recoverable. |  |

105
32. Financial Instruments — Fair Value Measurement (IFRS 13)
GSTechnologies Limited (the “Company”) applies IFRS 13 Fair Value Measurement to determine the
fair value of its financial instruments. Fair value is defined as the price that would be received to sell
an asset or paid to transfer a liability in an orderly transaction between market participants at the
measurement date. The Company’s financial instruments include cryptocurrency holdings (primarily
Bitcoin) and treasury investments, whose fair values are measured and disclosed in accordance with
IFRS 13, including the required fair value hierarchy and sensitivity analyses.
Fair Value Hierarchy
The Company categorizes its financial instruments measured at fair value into three levels based on
the inputs used in valuation techniques:
● Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities.
● Level 2: Inputs other than quoted prices included in Level 1 that are observable for the asset
or liability, either directly or indirectly.
● Level 3: Unobservable inputs for the asset or liability.
Financial Instruments by Category
As at the reporting date, the Company’s financial instruments measured at fair value include treasury
investments and crypto-related holdings, primarily Bitcoin.

Financial | Fair Value Hierarchy | Valuation Technique
Instrument | Level |
Bitcoin | Level 1 | Fair value based on quoted market prices from active
|  | exchanges (e.g., Coinbase, Binance)
Treasury | Level 1 / Level 2 | Quoted market prices or observable market data for fixed
Investments |  | income securities

Valuation Techniques and Inputs
● Bitcoin: The fair value of Bitcoin holdings is determined using quoted prices from active
cryptocurrency exchanges. These prices are considered Level 1 inputs due to their availability
and reliability in the market.
● Treasury Investments: Fair value for treasury securities is determined by quoted market
prices (Level 1) or through observable market data such as yield curves and credit spreads
(Level 2).
Given the inherent volatility of cryptocurrency markets, the Company performs sensitivity analysis on
Bitcoin holdings to assess the potential impact of market price fluctuations on the financial
statements.
● A 10% increase/decrease in the Bitcoin market price at the reporting date would result in an
increase/decrease in the fair value of Bitcoin holdings by approximately US$0.06million.
● The Company regularly monitors market conditions and reviews valuation methodologies to
ensure fair value measurements remain appropriate.
The Company’s treasury and cryptocurrency holdings expose it to market risk, including price volatility
and liquidity risk. Management actively monitors these risks and may adjust its investment and
hedging strategies accordingly.
The Company’s financial instruments are measured and disclosed in accordance with IFRS 13, with
transparent classification within the fair value hierarchy and detailed sensitivity analyses, ensuring
comprehensive risk disclosure consistent with market best practices and regulatory requirements.
106
33. Financial risk management objectives and policies
The Group’s activities expose it to a variety of financial risks. The Group’s Board provides certain
specific guidance in managing such risks, particularly as relates to credit and liquidity risk. Any form of
borrowings requires approval from the Board and the Group does not currently use any derivative
financial instruments to manage its financial risks. The key financial risks and the Group’s major
exposures are as follows:
Foreign Currency Risk
Currency risk is the risk that the value of a financial instrument will fluctuate due to changes in foreign
exchange rates. The company is exposed to currency risk on sales and purchases, that are
denominated in foreign currencies.
Interest Rate Risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will
fluctuate because of changes in market interest rates. A sensitivity analysis is not presented, as all
borrowing costs have been capitalised as at 31 March 2026; therefore, profit or loss and equity would
have not been affected by changes in the interest rate.
Credit Risk
The maximum exposure to credit risk is represented by the carrying amount of the financial assets. In
relation to cash and cash equivalents, the Group limits its credit risk with regards to bank deposits by
only dealing with reputable banks. In relation to sales receivables, the Group’s credit risk is managed
by credit checks for credit customers and approval of letters of credit by the Group’s advising bank.
Liquidity Risk
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due.
The Group manages liquidity risk by maintaining adequate cash reserves, monitoring expected and
actual cash flows, and ensuring the availability of funding to meet its operational and financial
obligations. Liquidity risk is monitored through a combination of cash flow forecasting, budgeting, and
regular reviews of operational performance.
Numbers in the table below represent the gross, contractual, undiscounted amount payable in
relation to the financial liabilities.

| On | Less than | Three to | One to five | Total
| Demand | three | twelve | years |
|  | months | months |  |
Trade and other payables | US$’000 | US$’000 | US$’000 | US$’000 | US$’000
As of 31 March 2025 |  | 38,558 |  |  | 38,558
As of 31 March 2026 |  | 993 |  |  | 993

107
34. Capital management
Capital includes equity attributable to the equity holders of the parent. Refer to the statement of
changes in equity for quantitative information regarding equity.
The Group’s primary objectives when managing capital are to safeguard its ability to continue as a
going concern in order to provide returns for shareholders. For details of the capital managed by the
Group as of 31 March 2026, please see Note 24.
The Group is not subject to any externally imposed capital.
35. Dividends
The Board has concluded that retaining capital within the Company is in the best interests of both
shareholders and other stakeholders. This strategy enhances GST’s financial flexibility, enabling the
Company to capitalise on current and future investment and business development opportunities. In
alignment with its objective of delivering long-term, sustainable value to shareholders, the Board has
resolved not to declare a dividend for the current financial year. Instead, the focus remains on
reinvesting retained earnings to support capital growth.
36. Subsequent event
Subsequent to the reporting date, the Group announced several significant strategic developments.
These included favourable progress in the legal proceedings relating to its subsidiary, Semnet Pte. Ltd.,
with the dismissal of applications to stay the proceedings and the award of costs in Semnet's favour.
The Company also entered into a US$10 million unsecured term loan facility with Clarivan Group
Kommanditbolag, a company incorporated in Sweden, to enhance its working capital and financial
flexibility, of which the initial US$5 million tranche was drawn down after the reporting date.
In addition, the Group completed a strategic US$1.0 million investment for a 10% equity interest in
Sodales AI Pte. Ltd. to accelerate the integration of artificial intelligence capabilities across its fintech
and digital payments ecosystem.
Management has assessed these events in accordance with IAS 10 and concluded that they represent
non-adjusting events after the reporting period that do not require adjustment to the financial
statements as at 31 March 2026 but are disclosed due to their significance to the Group's future
funding, operations and strategic growth initiatives.
108
Website Compliance Statement (DTR 6.3.5 and FCA Disclosure Guidance and
Transparency Rules)
GSTechnologies Ltd is committed to maintaining high standards of transparency and timely disclosure.
In accordance with Rule DTR 6.3.5 of the Financial Conduct Authority’s Disclosure Guidance and
Transparency Rules (“DTR”), the Company ensures that all regulated information released through a
Regulatory Information Service (“RIS”) and is made available on the investor relations section of the
Company’s website:
https://www.gstechnologies.co.uk
Regulated information is published on the Company’s website by no later than the end of the business
day following its release through an RIS and remains publicly available on the website for a minimum
period of five years.
The Board periodically reviews the accessibility and content of the Company’s website to help ensure
that regulated information remains readily available to shareholders, investors and other stakeholders
in accordance with applicable regulatory requirements.
On behalf of the Board
Tone Goh
Executive Chairman
30 July 2026