GSTECHNOLOGIES LTD
BVI Company Number: 1765556
ANNUAL REPORT
For the financial year ended 31 March 2023
GSTECHNOLOGIES LTD
ANNUAL REPORT
For the financial year ended 31 March 2023
CONTENTS
PAGE
Board of Directors
1 - 2
Director Report and Strategic Review 3-5
Chairman’s Statement 6-9
Financial Review 10
Independent Auditor’s Report 11-17
Consolidated Statement of Profit or loss and
Comprehensive Income
18
Consolidated Statement of Financial Position
19
Consolidated Statement of Cash Flows
20
Consolidated Statement of Changes in Equity
21
Notes to the Consolidated Financial Statements
22 - 41
Directors’ Remuneration Report
42
Parent Company Statement of Financial Position
43
Parent Company Statement of Changes in Equity
44
GSTECHNOLOGIES LTD.
DIRECTORS’ STATEMENT
For the financial year ended 31 March 2023
1
Board of Directors
Tone Goh, Executive Chairman, 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, Executive Director, 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, Executive Director, 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 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, 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.
GSTECHNOLOGIES LTD.
DIRECTORS’ STATEMENT
For the financial year ended 31 March 2023
2
Garies Chong, Non-Executive Director (Resigned 15 June 2023) has more
than 30 years experiences in the Information and Communications Technology
(ICT) & Data Centre industries throughout Southeast Asia. He is currently the
Chief Executive Officer of EMS Wiring Systems Pte Ltd (A wholly-owned
subsidiary of GSTechnologies Ltd) a global integrated ICT Solution Provider.
Garies’ vast experiences in ICT network infrastructure, wireless, smart
monitoring & security and M&E services in data centres for commercial,
industrial, banking, government, education and healthcare has earned him many
recognitions in the fields of ICT & Data Centres.
GSTECHNOLOGIES LTD.
DIRECTORS’ STATEMENT
For the financial year ended 31 March 2023
3
Directors’ Report and Strategic Review
The Directors present their Annual Report on the affairs of GSTechnologies Ltd (the “Company” or
“GST") and its subsidiaries collectively referred to as (the “Group”), together with the financial
statements and auditor’s report, for the year ending 31 March 2023.
Highlights
● First full year reporting period following the completion of the acquisition of Angra Limited
(“Angra”) in February 2022, a UK-based foreign exchange and payment services company
● Completion of the acquisition of UAB Glindala ("Glindala"), a holder of a Crypto Currency
Exchange Licence registered in Lithuania, in August 2022
● Completion of the disposal of EMS Wiring Systems Pte Ltd (“EMS”), a non-core loss-making
business, to a member of its management team, in September 2022
● GS20 Exchange soft launch
● Net loss for the year of US$1,628,000 (2022: US$1,430,000 loss) as loss making EMS
consolidated until completion of its disposal and the Company continued to invest in developing
its GS Money solutions
● As of 31 March 2023, the Company had US$4,252,000 in cash and cash equivalents (31 March
2023: US$5,104,000)
Post Period Highlights
● Company admitted to UK Financial Conduct Authority ("FCA") Innovation Pathway
Programme to assist the progression of its GS Money Stablecoin plans
● Company entered into a legally binding sale and purchase agreement on 20 July 2023 to acquire
the entire issued share capital of PAYPT Finance Ltd ("PAYPT"), a Canadian company holding
a Canadian Money Services Business (“MSB”) licence. The acquisition is subject to approval
by the Financial Transactions and Reports Analysis Centre of Canada ("FINTRAC"), the
regulatory authority overseeing financial transactions in Canada.
Principal Activities
The primary focus for the Group has, since early 2021, been on the GS Fintech Ltd and GS Fintech PTE
Ltd subsidiaries in the UK and Singapore respectively, and the Company's expansion into blockchain
related technologies applied to the financial services sector, specifically its plans to launch a borderless
neobanking platform providing next-generation digital money solutions under the GS Money banner
based on three initial use-cases: international money transfers, borderless accounts, and private
stablecoin.
Angra, which operates under the AngraFX brand name, is an FCA approved Authorised Payment
Institution (“API”), conducting fast, secure and low-cost foreign exchange business and payment
services internationally.
Business Review
A review of the business during the period and to date, including comments on future developments, is
contained in the Chairman’s Statement.
Corporate Governance
The board, with reference to the UK Corporate Governance Code, has developed corporate governance
GSTECHNOLOGIES LTD.
DIRECTORS’ STATEMENT
For the financial year ended 31 March 2023
4
process as discussed below:
1) Structure and process. Governance is achieved by the Directors acting together in approving all
activity and by accounting and financial control being in the hands of the Directors acting
alongside third party service providers.
2) Responsibility and accountability. The roles are well-defined. The Board benefits from having
a seasoned Non-Executive Director who is independent. The Board is also supported by
Executive Directors who are seasoned professionals in their field.
3) Board balance and size. Given its tiny size and limited degree of commercial activity, the Group
is effectively run by a Board of five Directors, all of whom have individual professional
standing.
4) Board skills and capabilities. All of the directors have relevant and current knowledge of
running businesses with financial and governance experience. Jack is involved in FinTech and
payment solutions and was a Founder of the Coalculus Blockchain.
5) Performance and development. Each year the board conducts a review of the performance of
the Directors and of Board committees, and make a formal consideration as to the need for
change.
6) Information and support. The Directors share and discuss all relevant information and draw
upon external advice as required.
7) Vision and strategy. The Group’s vision of launching a borderless neobanking platform
providing next-generation digital money solutions.
8) Risk management and internal control. The Audit and Remuneration Committees of the Group
have jurisdiction over these issues.
9) Stakeholder and social responsibility. The importance of stakeholders and social responsibility
is recognized by the Directors. They are aware of the Company's influence on the broader
society and are committed to implementing a formal corporate and social responsibility system.
At a general meeting at which a director retires by rotation, the Company may fill the vacancy and, if it
does not do so, the retiring director shall be, if willing, deemed reappointed. A Director who retires at
an annual general meeting may, if willing to act, be reappointed. If he is not reappointed (or deemed
reappointed by the Company failing to fill the vacancy), he may retain office until the meeting appoints
someone in his place or, if it does not do so, until the end of the meeting.
Audit committee
The audit committee, which currently comprises Malcolm Groat (as chair) and Tone Goh, has the
primary responsibility for monitoring the quality of internal control and ensuring that the financial
performance of the Company is properly measured and reported on and for reviewing reports from the
Company’s auditors relating to the Company’s accounting and internal controls. The committee is also
responsible for making recommendations to the Board on the appointment of auditors and the audit fee
and for ensuring the financial performance of the Company is properly monitored and reported. The
audit committee will meet not less than two times a year.
Remuneration committee
The remuneration committee, which currently comprises Malcolm Groat (as chair) and Tone Goh, is
GSTECHNOLOGIES LTD.
DIRECTORS’ STATEMENT
For the financial year ended 31 March 2023
5
responsible for the review and recommendation of the scale and structure of remuneration for senior
management, including any bonus arrangements or the award of share options with due regard to the
interests of the Shareholders and the performance of the Company.
Nomination committee
The Company does not have a nomination committee as decisions which would usually be taken by the
nomination committee will be taken by the Board as a whole.
Auditors
The auditors, Shipleys LLP, have expressed their willingness to continue in office and a resolution to
reappoint them will be proposed at the Annual General Meeting.
Dividends
The Board believes that the interests of all stakeholders are best served by retaining capital within the
Company and maintaining greater flexibility to be able to take advantage of, looking forward, the many
attractive investment and business development opportunities open to GST at this time and over the next
few years. GST is looking to generate long term value for shareholders in a sustainable manner. As a
result, GST’s dividend policy for this financial year is not to pay dividends to shareholders, but rather
meet their interests by creating value that leads to capital growth.
Subsequent Events
On 11 April 2023, the remaining portion of the convertible loan was converted into ordinary shares of
no par value in the Company (“Ordinary Shares”). On 17 May 2023 the Company raised gross proceeds
of £750,000 through a placing of 75,000,000 Ordinary Shares at a price of 1.0 pence per share.
Financial Instruments
The Group’s financial instruments primarily comprise cash, cash equivalents, and other instruments
such as trade receivables and payables, which arise directly from its operations. Note 25 to the accounts
gives details of the Group’s risks and policies regarding financial instruments.
Directors’ statement as to disclosure of information to the auditor
The Directors at the date of approval of this report confirm that:
- to the best of their knowledge and belief, there is no relevant audit information of which the
Group’s auditor is unaware; and
- the Directors have taken all the steps that might reasonably be expected 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.
On behalf of the Board
Tone Goh
Executive Chairman
31 July 2023
GSTECHNOLOGIES LTD.
DIRECTORS’ STATEMENT
For the financial year ended 31 March 2023
6
Chairman’s Statement
During the year GST made further significant progress as the Company focused on its plans to launch a
borderless neobanking platform providing next-generation digital money solutions. In particular, the
disposal of EMS, completed in September 2022, has removed a loss-making business from the Group
and has transformed GST to be a 'pure play' fintech group.
GS Fintech
The primary focus for the Group has, since early 2021, been on the 'GS Fintech' subsidiaries in the UK
and Singapore and the Company's expansion into blockchain related technologies applied to the
financial services sector, specifically its plans to launch a borderless neobanking platform providing
next-generation digital money solutions. During the year the Company has made significant progress
in implementing its stated strategy to roll-out a suite of offerings under its GS Money banner based on
three initial use-cases: international money transfers, borderless accounts, and private stablecoin.
Following the completion of the acquisition of Angra, a UK-based foreign exchange and payment
services company, in March 2022, Angra has been successfully integrated within the Group and was a
consolidated subsidiary throughout the year.
Angra, which operates under the AngraFX brand name, is an established Financial Conduct Authority
("FCA") approved Authorised Payment Institution ("API"), conducting fast, secure, and low-cost
foreign exchange business and payment services internationally, the first pillar of GS Money. Angra
has provided the Group with an operating business in the UK and an API licence in order to be able to
connect to traditional banking payment systems and agent networks, operate a remittance business in
the UK and ultimately grow revenues from the stablecoin network and applications that are being
developed. During the first full year as part of the Group, Angra performed well and in line with the
Board's expectations.
On 24 August 2022, the Company completed the acquisition of Glindala, a holder of a Crypto Currency
Exchange Licence, registered in Lithuania. Glindala's Crypto Currency Exchange Licence is supervised
by the Lithuanian Financial Crime Investigation Service ("FCIS") and it covers two types of crypto
activities, cryptoasset exchange services, both crypto-fiat and crypto-crypto, and cryptoasset depository
wallet services, including generating and storing encrypted client keys.
Following the acquisition of Glindala, GST entered into an agreement with an exchange infrastructure
technology partner to provide the technology and software to run the exchange and integrate it with the
Company's other offerings. This led to the soft launch of the Company’s GS20 cryptoasset exchange in
November 2022. Glindala has also been renamed to GS Fintech UAB, trading as the GS20 Exchange.
GS Fintech UAB is being led by Shayne Tan, the Company’s COO, who has been appointed as the CEO
of the GS20 Exchange.
The GS20 Exchange is offering spot trading and over-the-counter trading desk services for popular
cryptoassets, although it is not a pure cryptocurrency exchange, so users will see greater technology
integration with regulated stablecoins as well as the introduction of more convenient onramp and
offramp services for those stablecoins in due course. The GS20 Exchange has initially been open to a
controlled group of retail account holders, as well as a select number of institutional participants,
including existing customers of Angra. The soft launch period has progressed in accordance with the
Company’s plans and valuable feedback has been received from the initial participants. Development
of the GS20 cryptoasset exchange continues, utilising the substantive data provided during the soft
launch period and the Company anticipates a wider rollout of the GS20 exchange in the second half of
2023.
GSTECHNOLOGIES LTD.
DIRECTORS’ STATEMENT
For the financial year ended 31 March 2023
7
As a further key pillar of the stablecoin activities that the Group intends to carry out in strategic
jurisdictions, including the UK, the Company applied to the FCA for the Company's stablecoins to be
admitted to the FCA Regulatory Sandbox. Post period end, as announced on 30 June 2023, the Company
was informed by the FCA that they had concluded that the Company’s stablecoin application for
admission to the FCA Regulatory Sandbox does not currently meet the FCA’s strict criteria for
admission to the FCA Regulatory Sandbox. As an alternative the FCA offered the Company a place on
their Innovations Pathway programme, an initiative designed to support financial services firms in
launching innovative products and services, which the Company has accepted. Under the FCA
Innovation Pathway programme, the Company will be provided with a dedicated FCA case officer, with
a comprehensive range of support services, designed to assist GST to further develop the appropriate
path for the progression of its stablecoin plans. This may involve a future Regulatory Sandbox
application or preparation for regulatory authorisation without the need for supervised testing.
Although the Company initially viewed admission of its stablecoins to the FCA Regulatory Sandbox as
an appropriate next step, the Innovations Pathway programme will enable GST to benefit further from
the guidance of the FCA and progress its stablecoin plans.
After the year end, on 20 July 2023, the Company entered into a legally binding sale and purchase
agreement to acquire the entire issued share capital of PAYPT Finance Ltd ("PAYPT"), a Canadian
company holding a Canadian Money Services Business (“MSB”) licence. The acquisition is subject to
approval by the Financial Transactions and Reports Analysis Centre of Canada ("FINTRAC"), the
regulatory authority overseeing financial transactions in Canada.
The MSB license held by PAYPT encompasses a range of financial activities, including: foreign
exchange dealing; cryptoasset dealing; money transfer services; and authorizations for the issuance of
debit cards and IBANs. Subject to FINTRAC's approval of the change of control, the Group plans to
rename PAYPT to Angra Global Ltd (“Angra Global”), signifying the Group’s strategic intention for
Angra's transformation into a B2B-focused Neobank.
Assuming the successful completion of the Acquisition, following the change of control process, Angra
Global would be combined with the Group’s existing UK-based foreign exchange and payment services
company, Angra, paving the way for the Group to launch a multi-currency e-wallet service. This service
will enable Angra customers to securely store their funds within Angra Global business accounts and
facilitate seamless foreign exchange conversions and fund transfers through Angra’s established and
reliable banking partnerships, akin to a conventional business bank account.
Additionally, the MSB licence would enable Angra to issue Sterling local accounts and Euro SEPA
IBAN accounts to its clients, thereby providing a comprehensive one-stop business banking solution.
Aligned with its overarching strategy, the Group aims to accelerate Angra's revenue while
simultaneously bolstering the Angra team to expand its B2B Neobank operations beyond the UK,
serving companies of all sizes worldwide.
EMS
EMS, based in Singapore, provides wireless, electronic cabling, security, and other solutions to clients
operating in the infrastructure development space. In the period before the completion of the disposal
of EMS on 30 September 2022, when it was consolidated in the Group, it saw revenues decline and it
continued to be loss making, as a limited number of new contracts were won and trading conditions
remained difficult. EMS was disposed of to Teo Chiah Chiu Raphael (“Raphael Teo”), the Chairman
of EMS. The consideration paid was the transfer to the Company, by way of a share buyback,
60,000,000 Ordinary Shares held by him (the “Consideration Shares”). At the closing mid-price of
1.09p of the Company’s shares on 15 July 2022, the Consideration Shares were valued at £654,000 and
they represented approximately 3.87 per cent. of the Company’s issued share capital.
GSTECHNOLOGIES LTD.
DIRECTORS’ STATEMENT
For the financial year ended 31 March 2023
8
Fund Raising
During the year the Company entered into an unsecured convertible loan facility to receive funding of
up to US$1.6 million (the "Loan Facility") with an institutional investor. US$800,000 of the Loan
Facility was drawn down and was all subsequently converted into new Ordinary Shares in the Company.
The Loan Facility was cancelled on 29 March 2023, with the second instalment of US$800,000 undrawn.
Post period end on 17 May 2023, the Company raised gross proceeds of £750,000 through a placing of
75,000,000 shares at a price of 1.0 pence per share.
Climate Change
The Board is, in addition to committing to a borderless neobanking platform providing next-generation
digital money solutions, committed to setting strategic directions that are relevant to the management of
carbon emissions.
Our management of carbon emissions starts with lowering our workplace carbon footprint by:
1) Measuring our office carbon footprint, reviewing our utility bills and travel information during
our financial year; and
2) Encouraging the GST team to support recycling by installing “recycling stations” in the office.
We are also planning to reduce our carbon footprint by improving office lighting using LED bulbs
instead of fluorescent technology.
As the Company expands its business activities, GST will consider the impact and risks its activities
have on the climate and vice versa.
GST’s energy consumption and carbon emissions were mainly based on electricity consumed per meter
supplied by the municipality. Further, we have also included our business travel, which includes long-
haul flights, vehicle rental and rail-travel. For the intensity ratio, we use revenue as a quantifiable factor
as revenue will naturally drive increases or decreases in our energy consumption and emissions.
We follow the guidance and use the GHG emission conversion factors provided by the GHG Protocol.
Name of Subsidiary
Measurement Intensity Ratio
Energy
c
onsumption
48,772
k
W
h
0.0215
k
W
h
per dollar revenue
C
O
2
g
as
e
missions
325.90 t
onnes
CO2
0.0001 t
onnes
CO2 per
dollar
revenue
Excluding EMS Wiring Systems Pte Ltd, which was disposed of on 30 September 2022, the total energy
consumption and emissions is 1,383 kWh and 5.1 tonnes of CO2 respectively, and the intensity ratio is
0.0031 kWh per dollar of revenue and 0.0000 tonnes of CO2 per dollar of revenue respectively.
Board and People
I would like to take this opportunity to thank all of the GST Board and team for their hard work and
dedication throughout the year.
Post the year end, in June 2023, Chong Loong Fatt Garies ("Garies Chong"), a Non-executive Director
of the Company, resigned from the Board in order to focus on his other business interests. I would like
to thank Garies for his contribution to GST and we wish him well for the future.
GSTECHNOLOGIES LTD.
DIRECTORS’ STATEMENT
For the financial year ended 31 March 2023
9
Summary
Following the disposal of EMS, GST is now a focused, ‘pure play’, fintech group with a solid operational
platform on which to build and continue to role out our GS Money solutions. We also enjoy a healthy
balance sheet to fund our continued expansion.
GS Money is intended to make cross-border payments quick and affordable to an addressable market of
millions of participants by netting and settling trades through its stablecoin-based payments network.
With Angra the Group has a fully operational, FCA approved API conducting fast, secure, and low-cost
foreign exchange business and payment services internationally, and the first pillar of GS Money in
place.
Unlocking the demand for a large user base also requires a platform that can meet the clearing and
settlement needs of both retail and institutional customers, with high compliance and security standards.
The GS Exchange provides such a platform that is designed offer users greater technology integration
with regulated stablecoins as well as the introduction of more convenient onramp and offramp services
for those stablecoins in due course, the second pillar of GS Money.
With the Angra and GS20 Exchange platforms in place and properly integrated, ongoing discussions
with the FCA regarding the Company’s UK stablecoin plans, and further progress being made on the
development of the Company’s GS Money solutions, coupled with the disposal of EMS, GST has come
a long way in a short period of time.
Additionally, the recently announced proposed acquisition of PAYPT, which is only subject to
FINTRAC's approval of the change of control, will pave the way for the Group to launch a multi-
currency e-wallet service and enable Angra to issue Sterling local accounts and Euro SEPA IBAN
accounts to its clients, thereby providing a comprehensive one-stop business banking solution.
We will also continue to explore any further value enhancing acquisition opportunities that may become
available and that can assist with accelerating the development of the Group.
Whilst we will continue to invest in developing the Group’s stablecoin-based cross-border payments
network, with a firm focus on minimising costs, the disposal of EMS has removed a significant drag on
our finances. I therefore believe there is a very bright future for GST and I look forward to reporting on
our further progress in the coming months.
Tone Kay Kim GOH
Chairman
GSTECHNOLOGIES LTD.
DIRECTORS’ STATEMENT
For the financial year ended 31 March 2023
10
FINANCIAL REVIEW
The Group’s financial statements include a full 12-month contribution from Angra and EMS for the
period from 1 April 2022 to 30 September 2022.
Income Analysis
Despite the contribution from Angra, the continued poor performance of EMS and its disposal during
the year resulted in a decrease in revenue for the 12-months ended 31 March 2023 to US$2.27 million
(2022: US$4.24 million). The Group’s operating loss before tax for the financial year is US$1.61
million, compared to the operating loss incurred in previous financial year of US$1.43 million. In
addition, the Group received grants and other income during the year of US$0.05 million (2022:
US$0.24 million), leading to total income recognised in the year of US$2.32 million (2021: US$4.47
million).
Angra had US$132.87 million in transaction volume during the year, which contributed US$0.43 million
in revenue to the Group.
Balance Sheet Analysis
Net assets as at 31 March 2023 amounted to US$3.87 million (31 March 2022: US$6.01 million). As
at 31 March 2023, the Group had available cash of US$4.25 million (31 March 2022: US$5.10 million).
The Directors believe that the Group is in a stable financial position and has the financial resources to
enable it to expand and grow its current operations and meet all its current liabilities, together with the
ability to access further capital should an appropriate need arise.
GSTECHNOLOGIES LTD.
11
INDEPENDENT AUDITOR’S REPORT
Opinion
We have audited the financial statements of GS Technologies Limited (the “Company”) and its
subsidiary undertakings (together referred to as the “Group”) for the year ended 31 March 2023, which
comprise:
● the consolidated statement of comprehensive income for the year ended 31 March 2023.
● the consolidated and the Company statement of financial position as at 31 March 2023;
● the consolidated statement of cash flows for the year ended 31 March 2023;
● the consolidated and the Company statement of changes in equity for the year ended 31 March
2023; and
● notes to the financial statements, which include a summary of significant accounting policies
and other explanatory information.
The financial reporting framework that has been applied in the preparation of the Group financial
statements is applicable law and International Accounting Standards.
In our opinion:
● the financial statements give a true and fair view of the state of the Group’s and the Company’s
affairs as at 31 March 2023 and of the Group’s loss for the year then ended; and
● the Group financial statements have been properly prepared in accordance with UK adopted
International Accounting Standards;
Our audit opinion is consistent with our reporting to the audit committee.
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.
Independence
We remained 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 applicable to
listed public interest entities, and we have fulfilled our other ethical responsibilities in accordance with
these requirements.
To the best of our knowledge and belief, we declare that non-audit services prohibited by the FRC’s
Ethical Standard were not provided.
We have provided no non-audit services to the Company or its controlled undertakings in the period
under audit.
GSTECHNOLOGIES LTD.
12
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the director's 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 carrying out a risk assessment which covered the nature of the group, its
business model and related risks including where relevant the impact of Coronavirus, the requirements
of the applicable financial reporting framework and the system of internal control. We evaluated the
directors’ assessment of the group’s ability to continue as a going concern, including challenging the
underlying data and key assumptions used to make the assessment, and evaluated the directors’ plans
for future actions in relation to their going concern assessment. Additionally, we reviewed and
challenged the results of management’s stress testing, to assess the reasonableness of economic
assumptions on the Group’s solvency and liquidity position.
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 Company’s or
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 of our audit approach
Materiality
In planning and performing our audit we applied the concept of materiality. An item is considered
material if it could reasonably be expected to change the economic decisions of a user of the financial
statements. We used the concept of materiality to both focus our testing and to evaluate the impact of
misstatements identified.
Based on our professional judgement, we determined overall materiality for the financial statements to
be $138,160, based on 3% of turnover for the year.
We use a different level of materiality (‘performance materiality’) to determine the extent of our testing
for the audit of the financial statements. Performance materiality is set based on the audit materiality as
adjusted for the judgements made as to the entity risk and our evaluation of the specific risk of each
audit area having regard to the internal control environment. We determined performance materiality to
be $103,620.
Where considered appropriate performance materiality may be reduced to a lower level, such as, for
related party transactions and directors’ remuneration.
We agreed with the Audit Committee to report to it all identified errors in excess of $6,908. Errors below
that threshold would also be reported to it if, in our opinion as auditor, disclosure was required on
qualitative grounds.
Overview of the scope of our audit
In establishing our overall approach to the Group audit, we determined the type of work that needed to
be undertaken at the significant component by us, as the primary audit engagement team. For the full
scope component in Singapore, we determined the appropriate level of involvement to enable us to
determine that sufficient audit evidence had been obtained as a basis for our opinion on the Group as a
whole.
GSTECHNOLOGIES LTD.
13
We engaged with the component auditors at all stages during the audit process and directed the audit
work on the non-UK subsidiary undertakings. We directed the component auditor regarding the audit
approach at the planning stage, issued instructions that detailed the significant risks to be addressed
through the audit procedures and indicated the information we required to be reported on.
This, together with the additional procedures performed at Group level, gave us appropriate evidence
for our opinion on the Group financial statements.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance on 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.
Key audit matter How our audit addressed the key audit matter
Revenue Recognition
There is a presumed risk of fraud or error in
respect of revenue recognition
We carried out procedures to test revenue and to
consider whether the application of the revenue
recognition policy was appropriate. There was no
revenue generated within the company financial
statements. Audit work on revenue in relation to
the rest of the group entities was carried out by the
component auditors, whose work we have
reviewed as a part of our audit procedures.
Management override of controls
There is a presumed risk that management is
able to override controls.
We have reviewed journal adjustments and the
rationale behind them and have considered
whether these have been subject to potential
management bias. From our procedures carried
out no adverse issues were identified with regards
to management override of controls.
Going concern assumption
The Group is dependent upon its ability to
generate sufficient cash flows to meet
continued operational costs and hence continue
trading.
Going concern was addressed as a key audit matter
and has been addressed within the ‘conclusions’
relating to going concern’ section of the audit
report.
GSTECHNOLOGIES LTD.
14
Impairment of investment in subsidiaries
The group holds investments in subsidiaries at
cost. There was a risk that investments in group
companies are impaired and so investment
values may be misstated in the parent company.
We have reviewed the consolidated financials of
the subsidiary undertaking and reviewed the
performance to date. We reviewed the latest
management accounts post year end for the
subsidiary; We have reviewed the long term
cashflow forecasts prepared and understood and
assessed the methodology used by the directors in
this analysis and determined it to be reasonable;
We tested the assumptions made by management
through performing sensitivity analysis through
changing the assumptions used and re- running the
cash flow forecast.
Intangible Assets valuation
During the year the group developed crypto
trading platform and capitalised the costs of
development as at balance sheet date.
To obtain assurance that intangibles existed, and
these were accurately stated in financial
statements, we have performed test of details. No
issue noted regarding intangible existence and
accuracy
In addition, to above audit work we have obtained
management’s impairment workings and reviewed
these workings to check whether there were any
indicators of impairment as at year. Based work
performed and assurance obtained there were
factors existed at balance sheet date which would
indicate that intangibles assets were impaired and
an impairment loss to be recognised in financial
statement as at 31
st
March 2023.
Recoverability of Intercompany/ Related
parties
There was material related party receivable in
parent company’s balance sheet date. There is a
risk that this balance may not be recoverable.
To obtain assurance that related party receivable
was recoverable and existed, we obtained related
party balance confirmations and vouched post year
receipts from related parties. We have reviewed
post year end receipts from the related part and
obtained balance confirmation letters from related
parties. Based work performed it appears that
related parties receivable balance was fairly stated
in financial statements.
Other assets valuation
As at balance sheet date the group had
Diamonds stock on its balance sheet. There was
a risk that the value of demands misstatement
in financial statements.
We have reviewed the supporting valuation and
post yearend sales documentations. Based on work
performed we didn’t find any material issue
regarding the existence and valuation of other
assets.
Risk of non
-
compliance with FCA Regulation
GSTECHNOLOGIES LTD.
15
One of the group subsidiaries (Angra Limited) is
trading in foreign exchange in the UK. There is
risk that group may not be following FCA
regulations for client money.
We have reviewed legal and professional fees
ledger and correspondence with FCA in the year
and in post year end period. Based on work
performed no issue noted regarding compliance of
FCA regulations.
Treatment of subsidiary disposal
During the year the group disposed Subsidiary
(EMS Wiring Systems PTE Ltd). There is risk that
accounting for disposal may not be in line with
relevant accounting standards.
We have reviewed the business disposal workings
as part of our consolidation workings testing. Based
on work performed we didn’t find any material
issue regarding the business disposal accounting
treatment.
Other Information
The other information comprises the information included in the annual report other than the financial
statements and our auditor’s report thereon. The directors are responsible for the other information
contained within the annual report. Our opinion on the 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.
In this context, matters that we are specifically required to report to you as uncorrected material
misstatements of the other information include where we conclude that:
Fair, balanced and understandable – the statement given by the directors that the y consider
the annual report and financial statements taken as a whole is fair, balanced and understandable
and provides the information necessary for shareholders to assess the groups’ position and
performance, business model and strategy, is materially inconsistent with our knowledge
obtained in the audit; or
Audit committee reporting - the section describing the work of the audit committee does not
appropriately address matters communicated by us to the audit committee;
We have nothing to report in respect of these matters.
Responsibilities of the directors for the financial statements
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.
GSTECHNOLOGIES LTD.
16
In preparing the financial statements, the directors are responsible for assessing the Company and
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.
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.
Explanation as to what extent the audit was considered 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:
We obtained an understanding of the legal and regulatory frameworks within which the Group
operates, focusing on those laws and regulations that have a direct effect on the determination
of material amounts and disclosures in the financial statements. The laws and regulations we
considered in this context were relevant company law and taxation legislation in the UK and
jurisdictions in which the Group operates.
We identified the greatest risk of material impact on the financial statements from irregularities,
including fraud, to be the override of controls by management. Our audit procedures to respond
to these risks included enquiries of management about their own identification and assessment
of the risks of irregularities, sample testing on the posting of journals, and reviewing accounting
estimates for biases.
There are inherent limitations in the audit procedures described above. We are less likely to become
aware of instances on non-compliance with laws and regulations that are not closely related to events
and transactions reflected in the financial statements. Also, 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 or intentional misrepresentations, or through
collusion.
Our audit testing might include testing complete populations of certain transactions and balances.
However, it typically involves selecting a limited number of items for testing, rather than testing
complete populations. We will often seek to target particular items for testing based on their size or risk
characteristics. In other cases, we will use audit sampling to enable us to draw a conclusion about the
population from which the sample is selected.
A further description of our responsibilities for the audit of the financial statements is located on the
Financial Reporting Council’s website at https://www.frc.org.uk/auditorsresponsibilities. This
description forms part of our auditor’s report.
GSTECHNOLOGIES LTD.
17
Appointment
We were appointed by the board on 16 December 2022 to audit the financial statements. Our total
uninterrupted period of engagement is 1 year.
Use of our report
This report is made solely to the Company’s members in accordance with the engagement our letter. Our
audit work has been undertaken so that we might state to the Company’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 Company and the Company’s
members as a body, for our audit work, for this report, or for the opinions we have formed.
BENJAMIN BIDNELL
For and on behalf of
SHIPLEYS LLP
Chartered Accountants and Statutory Auditor
10 Orange Street, Haymarket, London, WC2H 7DQ
31 July 2023
GSTECHNOLOGIES LTD.
18
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND COMPREHENSIVE INCOME
For the financial year ended 31 March 2023
Notes 2023
2022
US$'000
US$'000
Net operating income
Sales 6 442
Other income
Net operating expense
Continuing Operations 7 (1,627 )
(918 )
Foreign exchange loss (25 )
(1 )
Operating loss
(1,209 )
(872 )
Income tax expense 21 (21 )
Loss from continuing operations
(1,230 )
(872 )
Discontinued operations
Loss for the year from discontinued
operations
8
(398 )
(558 )
Loss for the year
(1,628 )
(1,430 )
Other comprehensive loss
Movement in foreign exchange reserve
(187 )
(105 )
Total comprehensive loss for the year
(1,815 )
(1,535 )
Net Loss for the year atttributable to:
Equity holders for the parent
(1,628 )
(1,430 )
Non-controlling interest
Total comprehensive loss for the year atttributable to:
Equity holders for the parent
(1,815 )
(1,535 )
Non-controlling interest 23 -
(Loss)/Earnings per share attributable to
members
of the Parent
Basic (loss) per share 12 (0.00104 )
(0.00106 )
Diluted (loss) per share 12 (0.00104 )
(0.00106 )
GSTECHNOLOGIES LTD.
19
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at 31 March 2023
Notes
2023
2022
US$'000
US$'000
ASSETS
Current assets
Cash and cash equivalents 14
Trade and other receivables 15
Other Assets
Work in progress 18
Inventories 16
Total current assets
Non-current assets
Property, plant and equipment 17
Intangible Assets 19
Total non-current assets
TOTAL ASSETS
EQUITY
Share Capital 22
Treasury Shares
(808 )
Reserves
(1,002 )
(815 )
Retained Earnings
(2,601 )
(973 )
Total Equity
Equity attributable to owners of the parent
Non-controlling equity interest 23
LIABILITIES
Current liabilities
Trade and other payables 24
Lease Liabilities 17
Loans payable 25
Total current liabilities
Non-current liabilities
Lease Liabilities 17
Loans payable 25
Total non-current liabilities
Total Liabilities
TOTAL EQUITY & LIABILITIES
GSTECHNOLOGIES LTD.
20
CONSOLIDATED STATEMENT OF CASH FLOWS
For the financial year ended 31 March 2023
Notes 2023
2022
US$'000
US$'000
CASH FLOWS FROM OPERATING ACTIVITIES
Loss before taxation from operations
(1,944 )
(1,430 )
Adjustments:
Depreciation of property, plant and equipment
Income tax
(0 )
Operating loss before working capital
changes
(1,828 )
(1,268 )
Decrease in inventories
Decrease/(Increase) in trade and other receivables 2,367
(364 )
Increase/(Decrease) in trade and other payables
(251 )
Net cash flow from/ (used) in operating
activities
(1,881 )
CASH FLOWS FROM INVESTING ACTIVITIES
Disposal (Addition) of property, plant and equipment 59
(159 )
Decrease in capital work in progress
Gain on disposal of subsidiary
Intangible Assets
(1,952 )
(38 )
Net cash flow from investing activities
(1,524 )
(36 )
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of new shares
Treasury Shares
(808 )
Principal elements of lease payments
(65 )
Decrease in loans payable
(863 )
(454 )
Forex reserves
(187 )
(103 )
Net cash flow from financing activities
(1,437 )
Net (decrease)/ increase in cash and cash equivalents (852 )
Cash and cash equivalents at beginning of the year 5,104
Cash and cash equivalents at end of the year 14 4,252
GSTECHNOLOGIES LTD.
21
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the financial year ended 31 March 2023
Shareholder
Capital
FX
Reserve
Retained
Earnings
Treasury
Shares
Total
2023 CONSOLIDATED
US$'000 US$'000 US$'000 US$'000 US$'000
Balance at 1 April 2022 7,795
(815 )
(973 )
Comprehensive Income
Loss for the year -
-
(1,628 )
-
(1,628 )
Other comprehensive loss for the
year
-
(187 )
-
-
(187 )
Total comprehensive loss for the
year
-
(187 )
(1,628 )
-
(1,815 )
Transactions with owners in
their
capacity as owners:
Shares issued during the year 486
-
-
(808 )
(322 )
-
-
(808 )
(322 )
Balance at 31 March 2023 8,281
(1,002 )
(2,601 )
(808 )
Shareholder
Capital
FX
Reserve
Retained
Earnings
Treasury
Shares
Total
2022 CONSOLIDATED
US$'000 US$'000 US$'000 US$'000 US$'000
Balance at 1 April 2021 2,077
(710 )
Comprehensive Income
Loss for the year -
-
(1,430 )
-
(1,430 )
Other comprehensive loss for the
year
-
(105 )
-
-
(105 )
Total comprehensive loss for the
year
-
(105 )
(1,430 )
-
(1,535 )
Transactions with owners in
their
capacity as owners:
Shares issued during the year 5,718
-
-
-
-
-
-
Balance at 31 March 2022 7,795
(815 )
(973 )
GSTECHNOLOGIES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the financial year ended 31 March 2023
The accompanying notes form an integral part of these consolidated financial statements
22
1. General Information
1.1 Corporate information
The consolidated financial statements of GSTechnologies Ltd (the “Company”) and its subsidiaries
(collectively referred to as the “Group”) for the financial year ended 31 March 2023 were authorised for issue
in accordance with a resolution of the Directors on 31 July 2023. The shares of the Company are publicly
traded on London Stock Exchange.
The registered office of GSTechnologies Ltd , the ultimate parent of the Group, is Ritter House, Wickhams
2. Basis of preparation
The consolidated financial statements of the Group have been prepared in accordance with International
Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB) as
adopted by the European Union (EU) as they apply to the financial statements of the Group for the year ended
31 March 2023.
The consolidated financial statements have been prepared on a historical cost convention basis, except for
certain financial instruments that have been measured at fair value. The consolidated financial statements are
presented in US dollars (“US$”) and all values are rounded to the nearest thousand except when otherwise
indicated.
2.1 Consolidation
The consolidated financial statements comprise the financial statements of the Group as at 31 March 2023,
and for the year then ended.
Subsidiaries are fully consolidated from the date of acquisition, being the date on which the Group obtains
control, and continue to be consolidated until the date when such control ceases.
The financial statements of the subsidiaries are prepared for the same reporting period as the GSTechnologies
All intra-group balances, transactions, unrealised gains and losses resulting from intra-group transactions and
dividends are eliminated in full.
Total comprehensive income within a subsidiary is attributed to the non-controlling interest even if it results
in a deficit balance. A change ownership interest of a subsidiary, without a loss of control, is accounted for as
an equity transaction.
Business Combinations
Business combinations occur where an acquirer obtains control over one or more businesses. A business
combination is accounted for by applying the acquisition method, unless it is a combination involving entities
or businesses under common control. The business combination will be accounted for from the date that
control is attained, whereby the fair value of the identifiable assets acquired and liabilities (including
contingent liabilities) assumed is recognised (subject to certain limited exceptions).
When measuring the consideration transferred in the business combination, any asset or liability resulting from
a contingent consideration arrangement is also included. Subsequent to initial recognition, contingent
consideration classified as equity is not re-measured and its subsequent settlement is accounted for within
GSTECHNOLOGIES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the financial year ended 31 March 2023
The accompanying notes form an integral part of these consolidated financial statements
23
equity. Contingent consideration classified as an asset or liability is re-measured in each reporting period to
fair value, recognising any change to fair value in profit or loss, unless the change in value can be identified
as existing at acquisition date.
All transaction costs incurred in relation to business combinations are expensed to the statement of
comprehensive income. The acquisition of a business may result in the recognition of goodwill or a gain from
a bargain purchase.
3. Significant accounting judgements, 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 located in the relevant notes to the consolidated financial statements.
Going concern
This report has been prepared on the going concern basis, which contemplates the continuation of normal
business activity and the realisation of assets and the settlement of liabilities in the normal course of business.
At 31 March 2023, the Group held cash reserves of US$4,252,000 (2022: US$5,104,000).
The Directors believe that there are sufficient funds to meet the Group’s working capital requirements.
The Group recorded a loss of US$1.63 million for the year ended 31 March 2023 and had net assets of US$3.87
million as at 31 March 2023 (2022: loss of US$1.43 million and net assets of US$6.01 million).
With the disposal of the unprofitable subsidiary EMS, the continuing subsidiaries will be Angra Ltd and GS
Fintech subsidiaries which are expected to contribute profit to the Group.
Accruals
Management have used judgement and prudence when estimating certain accruals for contractor claims. The
accruals recognised are based on work performed but are before settlement.
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 23 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
GSTECHNOLOGIES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the financial year ended 31 March 2023
The accompanying notes form an integral part of these consolidated financial statements
24
or liability affected in the future periods.
Judgements made in applying 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.
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
12 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 are 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
13 to the financial statements.
4. Adoption of new and amended standards and interpretations
The Group adopted all of the new and revised Standards and Interpretations issued by the IASB that are
relevant to its operations and effective for annual reporting periods beginning on or after 1 April 2021. It has
been determined by the Group, there is no impact, material or otherwise, of the new and revised standards and
interpretations on its business and therefore no change is necessary to Group accounting policies.
GSTECHNOLOGIES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the financial year ended 31 March 2023
The accompanying notes form an integral part of these consolidated financial statements
25
Any new or amended Accounting Standards or Interpretations that are not yet mandatory have not been early
adopted.
5. Summary of significant accounting policies
Plant and equipment
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 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 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:
Plant and machinery 2 to 10 years
Motor Vehicles 2 to 10 years
Fixtures and fittings 3 years
Lease Improvements 5 years
Subsequent expenditure is capitalised when it is probable that future economic benefits from the use of the
asset will be increased. All other subsequent expenditure is recognised as an expense in the period in which it
is incurred. Assets that are replaced and have no future economic benefit are derecognised and expensed
through profit or loss. Repairs and maintenance which neither materially add to the value of assets nor
are credited/charged to income. The gain or loss is the difference between the net disposal proceeds and the
carrying amount of the asset.
The asset’s residual values, useful lives and methods of depreciation are reviewed at each reporting period and
adjusted prospectively if appropriate.
Inventories
Inventories are valued at the lower of cost and net realisable value.
Financial instruments
(a) 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.
GSTECHNOLOGIES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the financial year ended 31 March 2023
The accompanying notes form an integral part of these consolidated financial statements
26
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.
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 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.
(b) Financial liabilities
(i) 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
GSTECHNOLOGIES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the financial year ended 31 March 2023
The accompanying notes form an integral part of these consolidated financial statements
27
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.
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.
Cash and cash equivalents
Cash and cash equivalents comprise cash balances 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. For the purpose of the statement of cash
flows, pledged deposits are excluded whilst bank overdrafts that are repayable on demand and that form an
integral part of the Company’s cash management are included in cash and cash equivalents.
Intangible Assets
Digital Assets
The company’s digital assets is accounted using the revaluation model. It is initially recognized at cost at
acquisition date. Subsequent to initial recognition, the Company revalues its at fair value less any accumulated
amortization and impairment. Movements above costs are recognized in other comprehensive income and
movements below costs are recognized in profit and loss.
Software
Software is initially capitalized at cost in preparing the asset for its intended use. Direct expenditure which
enhances or extends the performance is added to the original cost. The amortization of the software will only
commence when it is brought into actual use.
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.
GSTECHNOLOGIES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the financial year ended 31 March 2023
The accompanying notes form an integral part of these consolidated financial statements
28
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.
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.
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.
Interest-bearing loans and borrowings
Interest-bearing loans and borrowings are recognised initially at fair value, net of transaction costs incurred.
GSTECHNOLOGIES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the financial year ended 31 March 2023
The accompanying notes form an integral part of these consolidated financial statements
29
Borrowings are subsequently carried at amortised cost using the effective interest (EIR) method. The fair value
implies the rate of return on the debt component of the facility. This rate of return reflects the significant risks
attaching to the facility from the lenders’ perspective.
Determination of Fair Values
A number of the Company’s accounting policies and disclosures require the determination of fair value, for
both financial and non-financial assets and liabilities. Fair values have been determined for measurement
and/or disclosure purposes based on the following methods. When applicable, further information about the
assumptions made in determining fair values is disclosed in the notes specific to that asset or liability.
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.
Non-derivative financial liabilities
Non-derivative financial liabilities are measured at fair value at initial recognition and for disclosure purposes,
at each annual reporting date. Fair value is calculated based on the present value of future principal and interest
cash flows, discounted at the market rate of interest at the measurement date.
Other financial assets and liabilities
The carrying amount of financial assets and liabilities with a maturity of less than one year is assumed to
approximate their fair values.
Provisions
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.
Finance income
Interest income is made up of interest received on cash and cash equivalents.
Income tax
Tax expense comprises current and deferred tax. Current tax and deferred tax is recognised in profit or loss
except to the extent that it relates to a business combination, or items recognised directly in equity or in other
comprehensive income.
Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates
enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous
years.
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.
GSTECHNOLOGIES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the financial year ended 31 March 2023
The accompanying notes form an integral part of these consolidated financial statements
30
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.
Foreign currencies
i) Functional and presentation 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 date.
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) Group Companies
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.
• 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
GSTECHNOLOGIES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the financial year ended 31 March 2023
The accompanying notes form an integral part of these consolidated financial statements
31
translated at the dates of the transactions), and
• All resulting exchange differences are recognised in other comprehensive income
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
A customer enters into the contract with the Group at the time of initiating a transfer by formally accepting
the contractual terms and conditions with the details of the performance obligations and service fees on the
Group’s website.
The transaction price is comprised of the money transfer service fee and a foreign exchange margin. The
foreign exchange margin results from the difference between the exchange rate set by the entity to the customer
and the rate sourced in the market. Both the transaction fee and foreign exchange rate are agreed by the
customer in the Group's terms and conditions. The transaction price is readily determinable at the time the
transaction is settled. Due to the short-term nature of the Group’s services, there were no contract assets and
immaterial contract liabilities relating to customers.
Interest Income
Interest income is recognised using the effective interest method. When a receivable is impaired, the Group
reduces the carrying amount to its recoverable amount, being the estimated future cash flow discounted at the
original effective interest rate of the instrument, and continues unwinding the discount as interest income.
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.
6. Revenue
2023
2022
US$'000
US$'000
Transfer Fees and Charges
442
45
442
45
Transaction fees and charges are from Angra Ltd and GS Fintech UAB with transaction volume of US$132.87
million and US$20.60 million respectively. GS Fintech UAB has been operational since 1 February 2023.
GSTECHNOLOGIES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the financial year ended 31 March 2023
The accompanying notes form an integral part of these consolidated financial statements
32
7. Net Operating Expenses
GST Before EMS Adj
EMS
GST Continuing
Operations
2023
2022
2023
2022
2023
2022
US'000
US'000
US'000
US'000
US'000
US'000
Costs of goods sold
740
2,012
717
2,012
23
0
Employee Cost
1,828
2,538
1,276
2,191
552
347
Travel Expenses
24
5
6
5
18
0
Admin Expense
874
594
111
239
763
355
Lease Expenses
47
24
36
17
11
7
Distribution,
Advertising
19
32
9
60
10
-
28
General Expenses
106
66
19
45
87
21
Depreciation
116
162
29
139
87
23
Doubtful accounts
-
71
306
71
(
306
)
0
Interest on lease
s
7
3
-
-
7
3
Occupancy costs
93
64
9
20
84
44
Impairment of
Digital asset
230
-
-
-
230
-
Finance costs
154
332
93
187
61
145
4,238
5,903
2,611
4,985
1,627
918
8. Discontinued operations
In September 2022, the Group sold one of its subsidiary, EMS Wiring Systems Pte Ltd which management
deemed as its non-core business to place greater focus on the Group's key competencies in developing the "GS
Fintech" subsidiaries in the UK and Singapore. The segment was not previously presented as a discontinued
operation or classified as held for sale as at 31 March 2022. Thus, the comparative statement of profit or loss
has been re-presented to show the discontinued operation separately from continuing operations. Details of
the assets and liabilties disposed of, and the calculation of the profit or loss on disposal, are disclosed in Note
9. The results of the discontinued operation, which have been included in the profit for the year, were as
follows:
Apr2022-
Sep2022
Apr2021 -
Mar2022
US$'000
US$'000
Revenue
1,826
4,193
Cost of sales
(1,554)
(3,595)
Other income
49
235
Distribution Cost
(46)
(70)
Administrative expenses
(997)
(1,321)
Other Operating Expenses
(15)
-
Profit before tax
(736)
(558)
Income tax
-
-
Profit after tax from discontinued operation (736)
(558)
Gain on disposal of discontinued operation (Note 9) 338
-
Income tax
-
-
Loss for the year from discontinued operation (attributable to
owners of the company)
(398)
(558)
GSTECHNOLOGIES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the financial year ended 31 March 2023
The accompanying notes form an integral part of these consolidated financial statements
33
9. Disposal of subsidiary
The net assets of EMS Wiring Systems Pte Ltd as at date of disposal were as follows:
Current Assets
Cash
662
Trade and Other Receivables
1223
Inventories
178
Prepayment
16
Total current asset
2079
Non-current assets
Property, plant and equipment
301
Current liabilities
Trade and other payables
615
Lease Liabilities
42
Loans payable
393
Total current liabilities
1050
Non-current liabilities
Lease Liabilities
74
Loans payable
527
Total non-current liabilities
601
Net assets disposed off
729
Consideration received
GST shares
808
Forfeited debt
259
Total consideration received
1,067
Gain on disposal
Consideration received
1,067
Net assets derecognised
729
Gain on disposal of subsidiary
338
The gain on disposal is included in the profit for the year from discontinued operation in Note 8.
10. Key management personnel
2023
2022
US$’000
US$’000
Directors’ emoluments
442
391
GSTECHNOLOGIES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the financial year ended 31 March 2023
The accompanying notes form an integral part of these consolidated financial statements
34
11. Employee cost
2023
2022
US$’000
US$’000
Wages and salaries
8
29
749
Wages and salaries
–
Cost
of sales
836
1,583
Staff welfare and other employee costs
163
206
Total
1,828
2,538
The average number of employees of the Group are 48 and 76 for 2023 and 2022 respectively.
12. Earnings per share
2023
2022
US$’000
US$’000
Loss
for the period attributable to members
(
1
,
628
)
(1,430)
Basic earnings per share is calculated by dividing the profit
attributable to owners of the Parent by the weighted average
number of ordinary
share in issue during the
year
.
Basic weighted average number of ordinary
shares in issue
1,563,152,455
1,354,950,456
Basic
loss
per share
-
cents
(0.0010
4
)
(0.00106)
Diluted loss per share
-
cents
(0.0010
4
)
(0.0010
6
)
13. Segment Reporting
The consolidated entity’s operating segments have been determined with reference to the monthly
management accounts used by the chief operating decision maker to make decisions regarding the
consolidated entity’s operations and allocation of working capital.
Due to the size and nature of the consolidated entity, the Board as a whole has been determined as the chief
operating decision maker.
The consolidated entity operates in one business segment, being information data technology and
infrastructure.
The revenues and results are those of the consolidated entity as a whole and are set out in the statement of
profit and loss and other comprehensive income. The segment assets and liabilities of this segment are those
of the consolidated entity and are set out in the Statement of Financial Position.
14. Cash and cash equivalents
20
2
3
20
2
2
US$’000
US$’000
Cash at bank
4,252
5,104
GSTECHNOLOGIES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the financial year ended 31 March 2023
The accompanying notes form an integral part of these consolidated financial statements
35
15. Trade and Other Receivables
2023
2022
US$'000
US$'000
Trade receivables
19
814
Less: Allowance for expected credit loss
-
(71)
19
743
Advances to supplier
-
1,287
Due from related party
-
258
Other receivables
59
157
78
2,445
16. Inventories
Following the disposal of EMS Wiring Systems Pte Ltd, no inventory left to be reported at the end of the
financial year.
2023
2022
US$’000
US$’000
Inventories -
329
Less: Allowance for inventory obsolescence -
(313)
-
16
The movement in the allowance for inventory obsolescence is as follows:
2023
2022
US$’000
US$’000
Balance at beginning of year 313
316
Additional allowance for inventory obsolescence -
(3)
Disposal of subsidiary (313)
-
Balance at end of year -
313
GSTECHNOLOGIES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the financial year ended 31 March 2023
The accompanying notes form an integral part of these consolidated financial statements
36
17. Property, plant and equipment
Right-of-Use
Assets
Building and
improvts
Furniture &
Office
Equipment
Vehicle
Total
US$’000
US$’000
US$’000
US$’000
US$’000
Cost
As at 31 March 2021 303
53
529
140
1025
Additions / Transfer in 103
-
56
-
159
Disposal / Write-off -
-
-
-
-
Forex translation (3)
(1)
(4)
(1)
(9)
As at 31 March 2022 403
52
581
139
1,175
Additions / Transfer in -
106
12
-
118
Disposal / Write-off (264)
(148)
(474)
(131)
(1,017)
Forex translation (13)
(3)
(33)
(8)
(57)
As at 31 March 2023 126
7
86
-
219
Accumulated
depreciation
As at 31 March 2021 178
50
448
74
750
Charge for the year 119
3
30
10
162
Disposal/Write-off -
-
-
-
-
Forex translation (1)
(1)
(4)
(1)
(7)
As at 31 March 2022 296
52
474
83
905
Charge for the year 82
11
18
5
116
Disposal/Write-off (279)
(53)
(430)
(84)
(846)
Forex translation (16)
(3)
(28)
(4)
(51)
As at 31 March 2023 83
7
34
0
124
Net book value
As at 31 March 2022 107
-
107
56
270
As at 31 March 2023 43
-
52
-
95
Lease liabilities recognized in the balance sheet
The balance sheet shows the following amounts relating to lease liabilities
2023
2022
US$’000
US$’000
Current 43
66
Non-current -
42
43
108
GSTECHNOLOGIES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the financial year ended 31 March 2023
The accompanying notes form an integral part of these consolidated financial statements
37
Amounts recognized in the statement of profit or loss
The statement of profit or loss shows the following amounts relating to leases:
2023
2022
US$’000
US$’000
Depreciation 82
126
Interest expense 5
3
87
129
18. Work in progress
2023
2022
US$’000
US$’000
Contract assets -
32
The contract assets primarily relate to the Company’s rights to consideration for work completed but not billed
at the reporting date. If the value of services rendered exceeds payments received from the customer, a contract
asset is recognised and presented separately. The contract asset is transferred to receivables when the
entitlement to payment becomes unconditional.
The contract liabilities primarily relate to advance consideration received from customers for contract revenue.
If the amounts invoiced to the customer exceeds the value of services rendered, a contract liability is
recognised and presented separately.
The changes in contract balances are due to the differences between the agreed payment schedule and progress
of project work.
No contract assets at the end of the year due to disposal of subsidiary, EMS Wiring Systems Pte Ltd.
19. Intangible Assets
Intangible Assets Trademark
Goodwill
Digital
Asset
Software
Total
US$’000
US$’000
US$’000
US$’000
US$’000
As at 31 March 2021 6
-
-
-
6
Additions -
38
-
-
38
Impairment -
-
-
-
-
As at 31 March 2022 6
38
-
-
44
Additions -
-
577
1,605
2,182
Impairment -
-
(230)
-
(230)
As at 31 March 2023 6
38
347
1,605
1,996
Impairment is recognized this year for the 100,000,000 COAL tokens on hand.
GSTECHNOLOGIES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the financial year ended 31 March 2023
The accompanying notes form an integral part of these consolidated financial statements
38
20. Subsidiaries
Details of the Company’s subsidiaries at financial year end are as follows:
Name of Subsidiary Place of
Incorporation
Proportion of Ownership Interest
2023 2022
EMS Wiring Systems Pte Ltd
Singapore - 100
Golden Saint Technologies
(Australia) Pty Ltd
Australia 100 100
GS Fintech Ltd
GS Fintech Pte Ltd
UK
Singapore
100
100
100
100
Angra Limited
UK
100
100
GS Fintech UAB
Lithuania
100
-
21. Taxation
Unrecognised tax losses
Where the realisation of deferred tax assets is dependent on future taxable profits, losses carried forward are
recognised only to the extent that business forecasts predict that such profits will be available to the companies
in which losses arose.
The parent, GSTechnologies Ltd, is not liable to corporation tax in BVI, so it has no provision for deferred
tax. However, the subsidiaries are liable to tax to the respective countries they are tax resident.
2023
2022
US$’000
US$’000
Current income tax
21
-
Adjustments for prior year
-
-
21
-
Deferred tax expenses
-
(5)
-
(5)
GSTECHNOLOGIES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the financial year ended 31 March 2023
The accompanying notes form an integral part of these consolidated financial statements
39
22. Share capital and reserves
The share capital of the Company is denominated in UK Pounds Sterling. Each allotment during the period
was then translated into the Group’s functional currency, US Dollars at the spot rate on the date of issue.
Authorised
Number of Shares
US$’000
Ordinary Shares
As at 31 March 2022 1,548,558,192
7,795
Issues during the period
1 April 2022 to 31 March 2023 133,474,178
486
Total shares issued as at 31 Mar 2023 1,682,032,370
8,281
Treasury Shares during the period
1 April 2022 to 31 March 2023 (60,000,000)
(808)
Total outstanding shares as at 31 Mar 2023 1,622,032,370
7,473
23. Non-controlling equity interest
All entities within the group are currently 100% owned and accordingly a non-controlling interest does not
arise.
24. Trade and other payables
2023
2022
US$’000
US$’000
Trade payables 2,298
218
Accruals 129
338
Unearned revenue -
301
Other payables 19
37
2,446
894
Trade payables are non-interest bearing and are normally settled on 30-days terms.
25. Loans Payable
2023 US$'000
Type Term Amount
Interest rate
Current Non-Current
Convertible loan
285
10% pa
285
-
Bank Loan 1 5 yrs 53
2.5% pa
12
41
338
297
41
2022 US$'000
Type Term Amount
Interest rate
Current Non-Current
Bank Loans
Bank Loan 1 5 yrs 977
2.5% pa
324
653
Bank Loan 2 3 yrs 224
4.5% pa
178
46
1201
502
699
Convertible loan was subsequently exercised on 11 Apr 2023.
GSTECHNOLOGIES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the financial year ended 31 March 2023
The accompanying notes form an integral part of these consolidated financial statements
40
26. Commitments and Contingencies
The Group is subject to no material commitments or contingent liabilities.
27. Related party transactions
The following is the significant related party transactions entered into by the Company with related parties
on terms agreed between the parties:
2023
2022
US$'000
US$'000
Loans/Advances with related parties
-
258
28. 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:
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.
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.
29. Liquidity risk
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due.
Numbers in the table below represent the gross, contractual, undiscounted amount payable in relation to the
financial liabilities.
The Group monitors its risk to a shortage of funds using a combination of cash flow forecasts, budgeting and
monitoring of operational performance.
Less than
three
months
Three to
twelve
months
One to five
years Total
US$’000 US$’000 US$’000 US$’000
As at 31 March 2023:
Trade and other payables
2,446 -
- 2,446
GSTECHNOLOGIES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the financial year ended 31 March 2023
The accompanying notes form an integral part of these consolidated financial statements
41
30. Capital management
The Company manages its capital to ensure that it will be able to continue as a going concern while maximising
the returns to shareholders through the optimisation of the debt and equity balance.
Capital consists of total equity.
The directors review the capital structure on an ongoing basis. As a part of the review, the directors consider
the cost of capital and the risks associated with each class of capital. Based on the recommendation of the
directors, the Company will balance its overall capital structure through the payment of dividends, new share
issues as well as the issue of new debts or the redemption of existing debt.
There were no changes in the Company’s approach to capital management during the year.
31. 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 2023; therefore, profit or loss and equity would have not been affected by
changes in the interest rate.
32. Subsequent event
On 11 April 2023, the remaining portion of the convertible loan was converted into ordinary shares of no par
value in the Company (“Ordinary Shares”). On 17 May 2023 the Company raised gross proceeds of £750,000
through a placing of 75,000,000 Ordinary Shares at a price of 1.0 pence per share.
GSTECHNOLOGIES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the financial year ended 31 March 2023
The accompanying notes form an integral part of these consolidated financial statements
42
Directors’ 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. A renumeration committee has been formed to oversee this aspect of the
Group’s operations.
The Remuneration Committee is chaired by Malcolm Groat and the rest of the board as participating members
and are responsible for determining and reviewing compensation arrangements for all Executive Directors.
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.
Amounts of emoluments & compensation
Director's Name
Salary
C
entral Provident Fund
Total
US$
US$
US$
Tone Goh
91,411
-
91,411
Jack Bai
117,218
4,396
121,614
Shayne Tan
72,134
9,197
81,332
Galvin Bai
72,134
9,197
81,332
Malcolm Groat
4,938
-
4,938
Garies Chong
58,854
2,961
61,815
Total 416,690
25,751
442,441
On behalf of the Board
Tone Goh
Executive Chairman
31 July 2023
GSTECHNOLOGIES LTD - BVI
The accompanying notes form an integral part of these consolidated financial statements
43
PARENT COMPANY STATEMENT OF FINANCIAL POSITION
As at 31 March 2023
2023
US$'000
ASSETS
Current assets
Cash and cash equivalents 2,027
Trade and other receivables 1
Inventories 277
Total current assets 2,305
Non-current assets
Intangible Assets 1,063
Intercompany receivables 2,056
Total non-current assets 3,119
TOTAL ASSETS 5,424
EQUITY
Share Capital 8,281
Treasury Shares (808)
Retained Earnings (2,446)
Total Equity 5,027
LIABILITIES
Current Liabilities
Trade and other payables 397
Intercompany loan -
Total Liabilities 397
TOTAL EQUITY & LIABILITIES 5,424
In accordance with section 408 of the UK Companies Act 2006, the Company is availing itself of the exemption
from presenting its individual statement of profit or loss and other comprehensive income. The Company’s gain
for the financial year as determined in accordance with IFRS is US$0.12 million. The Company had no operating
cash flows in the period, and therefore no cash flow statement has been prepared.
GSTECHNOLOGIES LTD - BVI
The accompanying notes form an integral part of these consolidated financial statements
44
PARENT COMPANY STATEMENT OF CHANGES IN EQUITY
For the financial year ended 31 March 2023
Shareholder
Capital
Treasury
Shares
Retained
Earnings
Total
2023 CONSOLIDATED US$'000
US$'000
US$'000
US$'000
Balance at 1 April 2022 7,795
-
(2,432)
5,363
Comprehensive Loss
Loss for the year -
-
(14)
(14)
Total comprehensive loss for the
year
-
-
(14)
(14)
Transactions with owners in their
capacity as owners:
Shares issued during the year 486
(808)
-
(322)
486
(808)
-
(322)
Balance at 31 March 2023 8,281
(808)
(2,446)
5,027