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GSTECHNOLOGIES LTD.
BVI Company Number: 1765556
ANNUAL REPORT
For the financial year ended 31 March 2024
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CONTENTS PAGE
Board of Directors 1 - 2
Director’s Report 3 - 4
Director’s Responsibility Statement 5 - 6
Chairman’s Statement 7 - 11
Financial Review 12
Strategic Report 13 - 15
Environmental, Social and Governance Report 16 - 21
Independent Auditors Report 22 - 27
Consolidated Statement of Profit or loss and Comprehensive
Income
28
Consolidated Statement of Financial Position 29
Consolidated Statement of Cash Flows 330
Consolidated Statement of Changes in Equity 31
Notes to the Consolidated Financial Statements 32 - 51
Directors’ Remuneration Report 52
Parent Company Statement of Financial Position 53
Parent Company Statement of Profit and Loss 54
Parent Company Statement of Changes in Equity 55
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GSTECHNOLOGIES LTD.
BOARD OF DIRECTORS
For the financial year ended 31 March 2024
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.
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GSTECHNOLOGIES LTD.
BOARD OF DIRECTORS
For the financial year ended 31 March 2024
2
Christopher Wellesley Non-executive Director,
Wellesley is an
experienced banking and capital markets executive with over 30
years' experience in senior roles based in the UK, Hong Kong and
the USA. Having started his career in the UK with County Natwest
Securities in 1985, Lord Wellesley moved to Hong Kong in 1988
as a senior market maker. He joined Merrill Lynch in Hong Kong
in 1992, where he ran the bank's Asian market making desk
covering London listed Asian equities, before moving to the US
with Merrill Lynch in 2000. Returning to the UK in 2003 he held a
number of senior equity trading roles, including with Tristone
Capital, which was acquired by Macquarie, where between 2005
and 2012 he established and ran their UK trading operations. Over
the past five years Lord Wellesley has focussed on a number of
advisory and interim managerial roles and he is currently a director
of a number of private businesses and not-for-profit organisations.
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GSTECHNOLOGIES LTD.
DIRECTORS’ REPORT
For the financial year ended 31 March 2024
3
23 July 2024
GSTechnologies Limited
("GST" or the "Company" or the "Group")
Results for the year ended 31 March 2024
GSTechnologies Limited (LSE: GST), the fintech company, is pleased to announce the Company's
audited results for the year ended 31 March 2024 (“FY24”).
The Company’s Annual Report for the financial year ending 31 March 2024 will shortly be available on
the Company’s website at https://www.gstechnologies.co.uk/annual-reports.
Highlights
First full year reporting period as a pure play fintech group following the completion of the
disposal of EMS Wiring Systems Pte Ltd in September 2022
Completion of the acquisition of PAYPT Finance Ltd ("PAYPT"), a Canadian company
holding a Canadian Money Services Business ("MSB") licence, in August 2023
Formation of Angra Global following the acquisition of PAYPT, with significant growth
in H2 FY24 and in the current financial year as the business rolled out its multi-currency
e-wallet service
Soft rollout of the GS20 Exchange completed and the development of the GS20 Exchange
has progressed in accordance with the Board’s expectations
Completion of the acquisition of Semnet Pte Ltd ("Semnet"), a cybersecurity company
based in Singapore, in 29 February 2024. Prior to the acquisition's completion, a US$36
million contract was secured for the sale of high-performance application servers and
solutions specifically designed for artificial intelligence (AI). These solutions feature the
cutting-edge NVIDIA HGX H800 8-GPUs
Option purchase agreement to acquire 60% of EasySend Ltd ("EasySend"), a Northern
Ireland company operating a cross-border payments business. Completion expected later
in 2024
Revenue for the year of US$1.55 million (FY23 reported: US$2.32 million, including
discontinued operations), with a fivefold increase in revenue in H2 FY24 (US$1.29 million)
versus H1 FY24 (US$0.26 million)
Net loss for the year of US$1.22 million (FY23: US$1.63 million loss) as the Company
continued to invest in developing its GS Money solutions, with a significantly decreased
net loss in H2 FY24 (US$0.31 million) versus H1 FY24 (US$0.78 million)
As of 31 March 2024, the Company had US$2.61 million in cash and cash equivalents (31
March 2023: US$4.25 million)
Post Period Highlights
Significant further growth seen with both Angra Global and the GS20 Exchange post year
end
Placing raising gross proceeds of £1.25 million completed in April 2024
Proposed acquisition of Bonfirepay in Spain, aimed at enhancing Angra Global's B2B-
focused cross-border payments and currency exchange services throughout the European
Economic Area (EEA), as announced on 9 July 2024
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GSTECHNOLOGIES LTD.
DIRECTORS’ REPORT
For the financial year ended 31 March 2024
4
Enquiries:
The Company
Tone Goh, Executive Chairman
+61 8 6189 8531
Financial Adviser
VSA Capital Limited
+44 (0)20 3005 5000
Simon Barton / Thomas Jackson
Broker
CMC Markets
+44 (0)20 3003 8632
Douglas Crippen
Financial PR & Investor Relations
IFC Advisory Limited
+44 20 (0) 3934 6630
Tim Metcalfe / Graham Herring / Florence Chandler
For more information please see: https://gstechnologies.co.uk/
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GSTECHNOLOGIES LTD.
DIRECTORS’ RESPONSIBILITIES STATEMENT
For the financial year ended 31 March 2024
5
Disclosure of information to the auditor
In the case of each person who was a Director at the time this report was approved:
so far as the Director was aware there was no relevant audit information of which the Company’s
auditor was unaware; and
the Director has taken all steps that he ought to have taken as a Director to make himself aware of any
relevant audit information and to establish that the Company’s auditor was aware of that information.
Auditors
A resolution to reappoint the auditor, Shipleys LLP, will be proposed at the forthcoming Annual General
Meeting.
Approved by the Board of Directors and signed on behalf of the Board.
Tone Goh
Director
On behalf of the Board
23 July 2024
The Directors are responsible for preparing the Strategic Report, Directors’ Report, any other surround
information and the group and parent company financial statements in accordance with applicable law
and regulations. Company law requires the Directors to prepare group and parent company financial
statements for each financial year. Under that law, they are required to prepare the group financial
statements in accordance with International Financial Reporting Standards in conformity with the
requirements of the Companies Act 2006 (IFRSs) and have elected to prepare the parent company
financial statements in accordance with UK Accounting Standards and applicable law (UK Generally
Accepted Accounting Practice).
Under Company law, the Directors must not approve the financial statements unless they are satisfied
that they give a true and fair view of the state of affairs of the group and parent company and of their
profit or loss for that year. In preparing each of the group and parent company financial statements, the
Directors are required to:
select suitable accounting policies and then apply them consistently;
make judgments and accounting estimates that are reasonable and prudent;
state whether applicable accounting standards have been followed, subject to any material departures
disclosed and explained in the financial statements;
prepare the Strategic Report and Directors’ Report which comply with the requirement of the
Companies Act 2006; and
Prepare the financial statements on the going concern basis unless it is inappropriate to presume that
the group and the parent company will continue in business.
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GSTECHNOLOGIES LTD.
DIRECTORS’ RESPONSIBILITIES STATEMENT
For the financial year ended 31 March 2024
6
The Directors are responsible for keeping adequate accounting records that are sufficient to show and
explain the group and the parent company’s transactions and disclose with reasonable accuracy at any
time the financial position of the group and the parent company and enable them to ensure that the
financial statements comply with the Companies Act 2006. They are also responsible for safeguarding
the assets of the group and the parent company and hence for taking reasonable steps for the prevention
and detection of fraud and other irregularities.
The Directors are also responsible for ensuring that the Strategic Report, Directors’ report and other
information included the Annual Report and financial statements is prepared in accordance with
applicable law in the United Kingdom. The maintenance and integrity of the Company’s website is the
responsibility of the Directors.
Legislation in the United Kingdom governing the preparation and dissemination of the accounts and
other information included in the annual report may differ from legislation in other jurisdictions.
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GSTECHNOLOGIES LTD.
CHAIRMAN’S STATEMENT
For the financial year ended 31 March 2024
7
During the year GST continued its strategic focus, started in early 2021, on developing a borderless
neobanking platform providing next-generation digital money solutions, both organically and through
complementary acquisitions. This is being undertaken under the Company's GS Money banner primarily
through the Group's GS20 Exchange and Angra Global businesses, based on three initial use-cases:
international money transfers, borderless accounts, and private stablecoin. In particular, the disposal of
EMS, completed in September 2022, removed a loss-making business from the Group and FY24 was
the first full year for GST as a 'pure play' fintech group.
During the year we completed two further significant acquisitions, PAYPT Finance Ltd ("PAYPT"), a
Canadian company holding a Canadian Money Services Business ("MSB") licence, in August 2023, and
Semnet Pte Ltd ("Semnet"), a cybersecurity company based in Singapore, in February 2024. Both these
acquisitions have added important additional capabilities and sources of revenue for the Group, which,
given the timing of the acquisitions, are not fully reflected in the FY24 financial statements.
I am very pleased with the progress we have made during the year, which has continued post period end.
Group revenues increased fivefold from the first half of the year to the second half as we established
various offerings and rolled these out commercially. Further significant growth is expected to be seen
in the current financial year and the various businesses progress and are fully consolidated into the
Group.
Angra Global
Angra Global was established during the year, in August 2023, following the completion of the
acquisition of the entire issued share capital of PAYPT, in Canada, and its combination with Angra
Limited in the UK. Angra Limited, 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. The addition of PAYPT provided a Canadian MSB licence encompassing a range of
financial activities, including: foreign exchange dealing; cryptoasset dealing; money transfer services;
and authorisations for the issuance of debit cards and IBANs. The two businesses are now fully
integrated, with the Angra Global team being led by GST directors Christopher Wellesley and Galvin
Bai.
Following the establishment of Angra Global the focus has been on building an integrated offering,
utilising new technologies that provide attractive solutions for customers and moving away from some
of the lower margin traditional foreign exchange activities previous undertaken by Angra Limited and
PAYPT.
Angra Global's multi-currency e-wallet service, initially covering Sterling, Euro, US Dollar, Canadian
Dollar, Chinese Yuan Renminbi and US Dollar Tether Token transactions was launched on 1 September
2023 and continues to grow, with significant growth seen post the year end. This service enables Angra
Global customers to securely store their funds within Angra Global business accounts and facilitates
seamless foreign exchange conversions and fund transfers through Angra Global's established and
reliable banking partnerships, akin to a conventional business bank account. Additionally, Angra Global
is able to issue Sterling local accounts and Euro SEPA IBAN accounts to its clients, thereby providing
a comprehensive one-stop business banking solution.
Angra Global is continuing to develop these services and the Group is focused on accelerating Angra
Global's revenue, while simultaneously bolstering the Angra team to expand its B2B Neobank
operations beyond the UK, serving companies of all sizes worldwide. As part of this expansion strategy,
on 29 November 2023, the Company entered into an option to purchase agreement to acquire 60% of
the share capital of EasySend Ltd ("EasySend"), a Northern Ireland based FCA approved API,
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GSTECHNOLOGIES LTD.
CHAIRMAN’S STATEMENT
For the financial year ended 31 March 2024
8
conducting cross-border payment services. We believe the acquisition of a majority stake in EasySend
will assist with growing the customer base for the Company's existing GS Money activities, in particular
Angra Global, and provide access to additional technology, including EasySend's mobile terminal
technology. It is intended that EasySend's founder and management team will remain with the business
and that the 40% minority holding will be retained by EasySend's founder. As announced on 9 July 2024,
the parties have mutually agreed to extend the period for entering into a definitive sale and purchase
agreement until 30 November 2024. This extension will allow both parties time to refine the post-
acquisition acquisition integration plan to ensure the acquisition aligns with GST’s strategic objectives.
Post the year end, on 9 July 2024, we announced that GST has entered into a conditional agreement to
acquire the entire issued share capital of Bonfirepay SL (“Bonfirepay”), a company incorporated and
operating under the laws of Spain. This acquisition is expected to be a significant step in the Company’s
planned strategic expansion across Europe. The acquisition of Bonfirepay is aimed at enhancing Angra
Global’s B2B-focused cross-border payments and currency exchange services throughout the European
Economic Area (EEA). Having a presence in Spain, through Bonfirepay, will enable Angra Global to
collaborate with a broader network of European banks, non-banking financial institutions, and foreign
currency providers, thereby reducing remittance costs and accelerating revenue growth. The completion
of the acquisition is conditional on the finalisation of Bonfirepay’s registration as a Small Payment
Institution (SPI) with the central bank of Spain.
Further complementary acquisitions are being investigated to accelerate Angra Global’s growth and
provide the licences and infrastructure needed to operate internationally.
GS20 Exchange
Following the acquisition of Glindala (now GS Fintech UAB), a holder of a Crypto Currency Exchange
Licence registered in Lithuania, in August 2022, GST soft launched the Company's GS20 cryptoasset
exchange in November 2022. 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. The soft
launch was successfully completed during the year and the development of the GS20 Exchange has
progressed in accordance with the Board’s expectations, with a wider roll-out continuing. There has
been a progressive build-up of registered users, and the Company are greatly encouraged by the market
traction the GS20 Exchange is enjoying. The GS20 Exchange is generating revenue for the Company
via trading commissions at varying levels depending on the type and size of transaction undertaken.
The GS20 Exchange entered into an agreement with Liminal, a leading blockchain wallet infrastructure
company, just post the year end, to enhance the exchange's digital assets custody capabilities and to
enable the exchange to securely scale its digital asset operations through HSM (hardware security
module) and MPC (multi-party computation) backed architecture. This has enabled the successful
launch of the GS20 Exchange vaults, facilitating self-custody for various blockchains including Bitcoin,
Ethereum, Tron, and others. Ensuring digital asset security is a priority and the GS20 Exchange vaults
are CCSS Level 3 certified, the highest standard in Cryptocurrency Security Standards (CCSS).
The Group complies with the recent implementation of EU-wide cryptocurrency regulations and is
keenly observing developments in this space. Our commitment to compliance and innovation remains
steadfast as we navigate these changes and continue to explore opportunities within the evolving
regulatory landscape.
Semnet
The Group acquired 66.67% of the share capital of Semnet Pte Ltd ("Semnet"), a cybersecurity company
based in Singapore, on 29 February 2024. Semnet is a profitable cybersecurity business that is providing
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GSTECHNOLOGIES LTD.
CHAIRMAN’S STATEMENT
For the financial year ended 31 March 2024
9
the Company with expertise and licences that are a critical component to the advancement of the
Company's GS Money and B2B Neobanking operations. Cybersecurity is of particular importance to
both the Company's developing global neobank ecosystem under Angra Global and the GS20 Exchange.
Semnet has now been successfully integrated into the Group's operations and the Semnet team’s
experience and capabilities are already adding significant value to the Group’s operations, particularly
through enhanced cybersecurity support.
In addition to providing support to the Group's operations, Semnet has been successful in winning
additional third-party business, including a US$36 million revenue contract with Ypsilon Technology
Pte. Ltd that was recognised prior to the consolidation of Semnet in the Group.
Zheng Kang Wen Mervyn, an existing Director of Semnet, has been appointed as Sales and Marketing
Director of Semnet and is supporting the Group in expanding Semnet's cybersecurity business. He is
being assisted by a senior leadership team including GST director Galvin Bai and Lam Pek San, a 10%
shareholder in Semnet.
Semnet was only consolidated into the Group on 1 March 2024, a month before the year end, but is
trading ahead of the GST Board's expectations at the time of the acquisition and the business is achieving
significant profitable growth.
Other Operations
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. In June 2023, the Company was informed by the FCA that
they had concluded that the Company's stablecoin application did 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 was pleased to accept. Under
the FCA Innovation Pathway programme, the Company was provided with a dedicated FCA case officer
and a comprehensive range of support services, designed to assist GST to further develop the appropriate
path for the progression of its stablecoin plans. This process has been extremely helpful in shaping the
Company’s future roadmap for its stablecoin activities which may involve a future Regulatory Sandbox
application or preparation for regulatory authorisation without the need for supervised testing.
Discussions with the FCA continue, but regulatory authorisation in the UK for the Company’s
stablecoins is not seen as an immediate strategic priority or necessity as the Group’s other operations
develop.
Fund Raising
In order to accelerate the implementation of the Group's GS Money strategy, including via acquisition,
the Company has undertaken fundraising activities as the Board has deemed appropriate to facilitate the
maximisation of overall shareholder value.
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. The Loan Facility was cancelled on 29 March 2023, with the second
instalment of US$800,000 undrawn. On 4 April 2023 the remaining US$285,000 principal amount of
the Loan Facility and the associated interest of US$28,500 (10%), was converted into new ordinary
shares of no-par value in the capital of the Company ("Ordinary Shares"). Following this conversion no
principal amount or associated interest remains outstanding under the Loan Facility.
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GSTECHNOLOGIES LTD.
CHAIRMAN’S STATEMENT
For the financial year ended 31 March 2024
On 17 May 2023 the Company has raised gross proceeds of £750,000 through a placing of 75,000,000
Ordinary Shares at a price of 1.0 pence per share.
On 14 November 2023, the Company raised gross proceeds of £847,000 through a placing of 77,000,000
Ordinary Shares at a price of 1.10 pence per share.
Post period end, on 23 April 2024, the Company raised gross proceeds of £1,250,000 through a placing
of 119,047,619 Ordinary Shares at a price of 1.05 pence per share.
The Board is mindful of dilution for existing shareholders, and the Company will only undertake further
fundraising activities if the Board believes additional capital is required to achieve the Company’s
strategic goals.
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.
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.
In January 2024 we welcomed Lord Christopher Wellesley to the Board as a Non-Executive Director.
Christopher is an experienced banking and capital markets executive with over 30 years' experience in
senior roles based in the UK, Hong Kong and the USA. He began working with the Group in the UK in
September 2023 and has been appointed as Chief Executive Officer of Angra Limited. His significant
international capital markets and trading experience has already proved to be very valuable to the Group.
Current trading
During April to June 2024, GST has experienced a notable increase in revenues, reflecting the
effectiveness of the company’s strategic initiatives and the strong performance of our subsidiaries. Each
operating subsidiaries contributed significantly to this growth, with standout performances in key
markets driven by increased adoption of our digital payment solutions and expanded partnerships with
financial institutions. Our efforts to penetrate new markets and strengthen our presence in existing ones
have yielded positive results, with new client acquisitions and expanded service agreements.
Summary
GST is now a focused, pure play’, fintech group with two solid operational platforms, Angra Global
and the GS20 Exchange, coupled with a profitable cybersecurity business, on which to build and
continue to roll out our GS Money solutions.
Angra Global provides the first pillar of GS Money and is enjoying substantial growth with its multi-
currency e-wallet service, particularly post year end. With additional services being added and further
geographic expansion planned this growth is expected to accelerate.
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 GS20 Exchange provides such a platform and following its soft launch is rapidly building its
customer based as the second pillar of GS Money.
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GSTECHNOLOGIES LTD.
CHAIRMAN’S STATEMENT
For the financial year ended 31 March 2024
11
Whilst growing the Group organically and completing the acquisitions of EasySend and Bonfirepay, we
will also continue to explore further value enhancing acquisition opportunities that are presented.
I would like to take this opportunity to thank all stakeholders, including the Group’s staff, customers
and GST shareholders for their continuing support.
GST has come a long way over the last three and a half years and I look forward to reporting on our
further progress in the coming months.
Tone Kay Kim GOH
Executive Chairman
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GSTECHNOLOGIES LTD.
FINANCIAL REVIEW
For the financial year ended 31 March 2024
12
FINANCIAL REVIEW
The Group’s financial statements include a full 12-month contribution from Angra Limited and GS
Fintech UAB, with PAYPT (now Angra Global) being consolidated from 15 August 2023 and Semnet
from 1 March 2024.
Income Analysis
Following the disposal of EMS, the Group’s income during the year was solely derived from the Group’s
‘fintech’ and cybersecurity businesses, which led to a decrease in revenue for the 12-months ended 31
March 2024 to US$1.55 million (2023: US$2.27 million) as these businesses remain in the
developmental phase. However, the revenue from continuing operations has seen significant growth.
The revenue for the year of US$1.55 million was a 90% increase on the revenue derived from continuing
operations in FY 23, with a further significant increase seen during the year; H2 FY24 revenue of
US$1.29 million was a fivefold increase over H1 FY24 (US$0.26 million).
The Group’s operating loss before tax for the financial year was US$1.22 million, compared to the
operating loss incurred in previous financial year of US$1.63 million as the Company continued to
invest in developing its GS Money solutions, with a significantly decreased net loss in H2 FY24
(US$0.31 million) versus H1 FY24 (US$0.78 million).
Balance Sheet Analysis
Net assets as at 31 March 2024 amounted to US$6.24 million (31 March 2023: US$3.87 million). As
at 31 March 2024, the Group had available cash of US$2.61 million (31 March 2022: US$4.25 million),
with gross proceeds of £1.25 million (approximately US$1.60 million) being raised post period end in
April 2024.
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.
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GSTECHNOLOGIES LTD.
STRATEGIC REPORT
For the financial year ended 31 March 2024
13
Review of the Business
A review of the period of these accounts is given in the Chairman’s Statement on pages 7 to 11.
Risks and Uncertainties
The Group’s risk management policy is regularly reviewed and updated in line with the changing
needs of the business. Risk is inherent in all business. Set out below are certain risk factors which
could have an impact on the Group’s long-term performance and mitigating factors adopted to
alleviate these risks. This does not purport to be an exhaustive list of the risks affecting the Group.
The primary risks identified by the Board are:
1.
Market Conditions and Competition
The fintech industry is characterized by rapid technological advancements, regulatory changes, and
evolving customer preferences. Market volatility and intense competition from both established
financial institutions and new entrants can impact the company's market share and profitability. The
company operates in the competitive sectors of international money transfers, borderless accounts, and
private stablecoin through its GS Money banner. The rapid pace of innovation in these areas requires
the company to continuously evolve its offerings. The entry of new competitors or significant
innovations by existing competitors could erode the company's market position.
The company stays ahead by investing in innovative technologies and enhancing its product portfolio.
Strategic acquisitions, such as PAYPT and Semnet, provide additional capabilities and a larger total
addressable market.
2.
Cyber Risks
The reliance on digital platforms and cloud infrastructure for financial transactions exposes the company
to cyber threats such as data breaches, unauthorized access and other forms of cyber-attacks. Cyber risks
can lead to financial losses, reputational damage, and regulatory penalties. The company's operations,
including the Angra Global’s multi-currency e-wallet service and GS20 Exchange platform, handle
sensitive financial and personal data, making them prime targets for cyber-attacks.
To mitigate these risks, the company has implemented several strategies. The acquisition of Semnet has
significantly bolstered the company's cybersecurity capabilities. Semnet provides advanced
cybersecurity solutions and expertise, ensuring robust protection against cyber threats. Additionally, the
company has invested in regular security audits, employee training, and the implementation of cutting-
edge encryption technologies to further safeguard the company’s digital infrastructure. These
comprehensive measures ensure that the company remains resilient against evolving cyber threats,
maintaining the security and integrity of its financial operations.
3.
Foreign Exchange Rate Fluctuations
Foreign exchange rate fluctuations can affect the valuation of assets and liabilities in the company’s FX
business, impacting profitability and financial stability. Angra Global, part of the company, deals with
international money transfers and multi-currency transactions. Volatile FX rates can lead to
unpredictable revenue and cost fluctuations, affecting overall financial performance.
The company has sought to limit this risk by employing hedging strategies to manage FX risk exposure.
Additionally, the integration with Clearbank allows the company to offer a wider range of FX services,
thereby mitigating currency volatility. Strong banking partnerships and a diversified currency portfolio
Docusign Envelope ID: 56709A7E-DFB6-4FFB-AD65-5C572B1DB0B4
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GSTECHNOLOGIES LTD.
STRATEGIC REPORT
For the financial year ended 31 March 2024
14
further reduce FX risk. These measures ensure that the company can maintain financial stability and
consistent performance despite the inherent uncertainties of the FX market.
4.
Capital Raising
The company’s growth strategy requires substantial capital investment. Failure to secure necessary
funding could hinder the execution of strategic initiatives and affect the company’s growth trajectory.
The company has undertaken multiple capital-raising activities to fund acquisitions and expansion
projects. The need for continuous investment in technology and market expansion poses ongoing capital
requirements. During the year the company has successfully raised capital through share placements and
convertible loan facilities. The Board intends to manage fundraising activities in a way that minimizes
shareholder dilution while aligning with our strategic goals.
5.
Technology and Supply Risks
Dependence on third-party suppliers and rapid technological changes can disrupt the company's
operations and affect service delivery. The Angra Global platform and GS20 Exchange rely on advanced
technologies and third-party suppliers for key components. Disruptions in the supply chain or
technological obsolescence could impact service quality and operational efficiency.
The company invests in technology development and reduces dependence on third-party suppliers by
developing its own platform software in-house. Additionally, the company maintains strong
relationships with reliable suppliers to ensure continuity and quality. Continuous monitoring and
adaptation to technological trends ensure the company remains at the forefront of innovation. By
diversifying its technology sources and fostering internal capabilities, the company enhances its
resilience against supply chain disruptions and technological changes.
6.
Risks Relating to Group Business Strategy
Executing a complex growth strategy involving multiple acquisitions and geographic expansion presents
integration challenges and operational risks. The company’s acquisitions of PAYPT and Semnet require
effective integration to realize synergies and achieve strategic objectives. Additionally, the expansion
into new markets, such as the EEA, introduces regulatory and operational complexities.
While the company is dependent on the ability of the directors to manage acquisitions and expansions
and to implement the group’s strategic roadmap, there is no assurance that the Group’s growth strategy
will continue to be successful.
7.
Regulatory Risk
Regulatory changes can impact the company's operations, particularly in the fintech and cryptocurrency
sectors. As the company operates in multiple jurisdictions each with its own regulatory landscape,
compliance with diverse and evolving regulations across different jurisdictions is critical. The EU-wide
cryptocurrency regulations and the UK’s FCA requirements have the potential to impact the company’s
GS20 Exchange and stablecoin initiatives.
As a key strategy, the company actively engages with regulatory bodies and adapts its operations to
meet compliance standards. Continuous monitoring of regulatory changes and proactive adjustments are
required to ensure ongoing compliance. Additionally, the acquisition or application for new licenses
may become necessary to maintain and expand our services in response to regulatory developments.
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GSTECHNOLOGIES LTD.
STRATEGIC REPORT
For the financial year ended 31 March 2024
15
8.
Climate-Related Risks
Climate change can impact the company’s operations and supply chains, posing financial and
operational risks. As a global fintech company, the company’s hosted servers, offices, and supply chains
could be affected by climate-related events. Additionally, customers and partners may increasingly
demand sustainable practices. The company is committed to sustainability and integrates environmental
considerations into its business practices. Efforts to reduce the company’s carbon footprint include
optimizing energy usage in data centers and promoting sustainable financial solutions. Regular
assessments of climate-related risks inform strategic planning and risk management.
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GSTECHNOLOGIES LTD.
ENVIRONMENTAL, SOCIAL AND GOVERNANCE REPORT
For the financial year ended 31 March 2024
16
The Group is steadfast in its commitment to mitigating its environmental impact, enhancing social
benefits, and upholding strong governance across all operations. Through ongoing initiatives and
continuous improvement, we are dedicated to implementing sustainable and responsible practices that
align with our overarching ESG objectives. As a fintech firm listed on the London Stock Exchange,
GST maintains transparency by reporting its environmental impacts, offering stakeholders detailed and
precise information through annual sustainability reports.
Governance Criteria
The Company has established robust governance frameworks and policies to guide its operations. These
include comprehensive codes of conduct, company policies, and rigorous internal controls. GST
conducts regular audits and assessments to ensure compliance with these policies and to identify any
potential risks. The Company also maintains open lines of communication with its stakeholders,
providing regular updates on its governance practices and performance.
Ethical conduct and integrity are at the core of GST’s corporate values. The Company has zero tolerance
for unethical behaviour and has put in place stringent measures to prevent, detect, and address any
instances of misconduct.
Accounting Practices
The Company maintains its commitment to adherence to rigorous and transparent accounting standards
as a cornerstone of its operational integrity. By consistently applying internationally recognized
accounting principles and frameworks, the Company ensures accuracy, reliability, and transparency in
financial reporting. This commitment is designed to not only strengthen trust among stakeholders, but
also underscores GST's dedication to upholding high standards of corporate governance and financial
stewardship.
Business Ethics
Upholding high standards of business ethics is foundational to GST’s operations and practices. We are
committed to conducting business with integrity, transparency, and accountability in every aspect of our
operations. This commitment extends across our interactions with stakeholders, adherence to regulatory
requirements, and the cultivation of a culture that values ethical behaviour. By prioritizing ethical
standards, we ensure trust and respect in our relationships, foster a positive impact on society, and
sustain long-term value creation for our shareholders and stakeholders alike.
Board Practices
The Board of Directors meets regularly to consider strategic matters and the overall direction of the
Group’s business activities. The Chairman and Non-Executive Directors sit on sub-committees that
address specific aspect of governance, including an Audit Committee, a Remuneration Committee and
a Nominations Committee. The Directors also interact as required between formal meetings and are
clear in their role of setting standards and procedures for the whole Group to maintain effective and
appropriate standards of conduct.
The Board leads on setting and evolving Group strategy and on framing the Group’s approach to
identifying and evaluating risks and opportunities. The Group maintains a Risk Register.
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GSTECHNOLOGIES LTD.
ENVIRONMENTAL, SOCIAL AND GOVERNANCE REPORT
For the financial year ended 31 March 2024
17
Environmental Criteria
Carbon Footprint
GST has demonstrated a strong commitment to environmental sustainability through a range of
initiatives aimed at reducing its carbon footprint and promoting energy efficiency. The Board has put in
place a process for executive management to assess likely future climate-related impacts throughout the
Group and to bring to the Board key findings and issues for attention. This includes a review of impacts
on the Group’s own products and services, its supply chain, and its general operating environment.
Overseas travel contributes significantly to GST's carbon footprint. Travel data, including flight
distances and passenger numbers, were obtained from our travel expense reports. The following metrics
detail our efforts to monitor and reduce emissions associated with air travel:
CO
2
Emissions
: 64.8 tonnes
Travel Details
:
o
Route: Singapore (SIN) to London (LHR)
o
Roundtrip Distance: Approximately 21,800 km
o
Class: 2 Premium Economy and 4 Economy
o
Number of Overseas Travels: 2 trips per year
o
Number of Travellers: 6
Similarly, employees utilizing taxis and metro trains incurred an average cost of US$ 5.50 per trip. This
figure reflects both direct costs borne by employees and indirect implications for company expenditure
related to commuting solutions. We analysed transportation data for employees commuting via taxis and
metro trains during a typical workweek comprising five days. The average cost per trip was calculated
based on average expenditures recorded over the specified period.
Initiatives to Reduce Environmental Impact
Virtual Meetings: Increased use of virtual meeting platforms to reduce the need for international
travel. Almost all of the meetings of the Board and its Committees are held virtually.
Travel Policies: Encouraged employees to choose direct flights where possible and to combine
multiple meetings into single trips to minimize travel frequency.
Hybrid work set up: Sustainable urban mobility solutions, contributing to reduced carbon
emissions and congestion in metropolitan areas.
Climate Policies
Utilization of digital and soft copies to minimize paper usage. Transitioning to electronic
formats to reduces the demand for printed copies.
Adopting electronic signature solutions enables the signing of documents digitally, eliminating
the necessity for printing contracts, agreements, and forms.
Leveraging cloud storage platforms (e.g., Google Drive, Microsoft OneDrive, Dropbox) and
collaboration tools (e.g., Microsoft Teams, Zoom) facilitates real-time document editing and
sharing, reducing reliance on printed materials.
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GSTECHNOLOGIES LTD.
ENVIRONMENTAL, SOCIAL AND GOVERNANCE REPORT
For the financial year ended 31 March 2024
18
Natural Resource Conservation
Through the implementation of energy-efficient office equipment and facilities, we aim to minimize our
environmental footprint while maximizing operational efficiency. Our adoption of a hybrid work setup
not only enhances employee flexibility and productivity but also optimizes office energy consumption
by reducing overall facility usage.
Water and Electricity Consumption
Throughout the year, GST utilized 6,106 kWh of electricity and 18.1 cubic meters of water, managing
consumption efficiently across our facilities spanning a total of 548 square meters office floor area. This
figure represents our conscientious efforts to optimize energy and water usage across our operations,
employing energy-efficient technologies and practices wherever feasible.
Electricity
: 6,106 kWh
Water
: 18.1 cubic meters
Office Floor Area
: 548 square meters combined for Singapore and UK subsidiaries
Social Criteria
GST prioritizes the well-being and development of its employees, fostering an inclusive and supportive
workplace culture. The company has implemented comprehensive equality and inclusion policies,
resulting in a workforce that is 40% female and 60% male. GST has implemented policies to ensure
equal opportunities for all employees, regardless of gender, race, religion or background.
Gender Distribution
:
o
Female: 14
o
Male: 22
Race Ethnicity
o
Chinese: 25
o
Indian: 1
o
Other Asian: 2
o
European: 6
o
Brazilian: 1
o
Columbian: 1
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GSTECHNOLOGIES LTD.
ENVIRONMENTAL, SOCIAL AND GOVERNANCE REPORT
For the financial year ended 31 March 2024
19
Employee Benefits
GST is committed to ethical business practices and human rights. The Company adheres to strict labor
standards, ensuring fair wages and safe working conditions for all employees. GST has also established
a comprehensive supply chain management system to monitor and address any potential human rights
violations. By upholding these standards, the Company not only ensures compliance with international
regulations but also reinforces its commitment to social justice and ethical conduct.
Statutory Contributions
At GST, we recognize the importance of adhering to all government statutory contributions for our
employees across all subsidiaries, in accordance with the applicable labour laws in each jurisdiction
where we operate. Ensuring compliance with these regulations is integral to our commitment to
responsible corporate citizenship and sustainable business practices.
We ensure that all required contributions, including but not limited to pensions, healthcare, and social
security, are diligently managed and disbursed for our employees in compliance with local laws.
Defined contribution scheme for pension
National Insurance Contributions
Central Provident Fund (CPF) Contributions
Skills Development Levy (SDL)
Foreign Worker Levy
Work Injury Compensation Insurance
Subsidiary Operations
Across our subsidiaries, located in various jurisdictions, the Group upholds uniform standards of
compliance with regard to statutory employee benefits.
Leaves
: Annual leave, medical leave, hospitalization leave, maternity leave, paternity leave,
compassionate leave, birthday leave, marriage leave
Work Environment
: Flexible working arrangements
Working Hours
: 8 hours per day, 5 days a week
Social Vulnerability
The Company is committed to ensuring the health and safety of its employees. Education and training
are central to GST's social responsibility agenda. The Company has launched a range of skill
development programs aimed at enhancing the capabilities of its workforce and supporting local talent.
Through partnerships with educational institutions, GST provides internships, and mentorship
opportunities, helping to bridge the skills gap and prepare the next generation of industry professionals.
Corporate Social Responsibility
Employer volunteerism is encouraged in the past year. These efforts reflect GST's commitment to
making a positive impact on the communities in which it operates.
Donations
: Contributions to Singapore Cancer Society and Salvation Army Singapore
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Docusign Envelope ID: 56709A7E-DFB6-4FFB-AD65-5C572B1DB0B4

GSTECHNOLOGIES LTD.
ENVIRONMENTAL, SOCIAL AND GOVERNANCE REPORT

For the financial year ended 31 March 2024
20





Board of Directors Diversity
GST is committed to fostering diversity within its board composition to enhance varied perspectives and
expertise. Recognizing the invaluable contributions of diverse backgrounds, experiences, and skills, the
Company actively promotes inclusivity across its leadership. By cultivating a board that reflects a wide
range of perspectives, the Group ensures robust decision-making processes that are sensitive to global
markets and societal dynamics, ultimately driving sustainable growth and innovation in the fintech
sector.The table below summarises the mix of people by ethnicity and gender across leadership positions
in the Group.
GST has not met the targets on Board diversity set out in LR 14.3.33 as at 31 March 2024. In particular, of
the six members of the Board, the Company is mindful that none are women compared with the target of
40 per cent.
GST is a company registered in the British Virgin Islands, listed on the London Stock Exchange with its
head office in Singapore. Of the Board, four members are Chinese and two are European.
The company has comprehensive equality and inclusion policies, resulting in a workforce that is 40%
female and 60% male. While the Company believes strongly that there are no barriers to the appointment
history, specifically the original acquisition of EMS in 2018 and the partnership with WiseMPay, and
through the Company always filling vacancies on the basis of the best available talent and experience.





Number of
Board
Members


%

Number of
Senior
positions
Chair, SID,
CEO, CFO

Number of
Executive
Managers


%

Men

6

100%

6

-

100%

Women

-

-

-

-

-

Other

-

-

-

-

-


Chinese

4

67%

4

-

67%

Mixed ethnicity
-


White/European

2

33%

2

-

33%

Black/African

-

-

-

-

-

Other

-

-

-

-

-


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GSTECHNOLOGIES LTD.
ENVIRONMENTAL, SOCIAL AND GOVERNANCE REPORT
For the financial year ended 31 March 2024
21




Task Force on Climate-related Financial Disclosures (“TCFD”) disclosure statement

GSTechnologies Limited is in the process of aligning with the Task Force on Climate-related
Financial Disclosures (TCFD) Recommendations and Disclosures. While we do not yet fully
meet all TCFD requirements, we aim to provide enhanced TCFD-related disclosures in next
year’s annual report.
In line with our obligations under the UK Financial Conduct Authority’s Listing Rules, we are
enhancing our processes for identifying, managing, and reporting on climate-related risks and
opportunities. This effort aligns with the TCFD Recommendations to ensure robust and
transparent climate-related disclosures.

Governance
Our Board has oversight of ESG opportunities and strategy, receiving an annual update on these
topics. GST management will establish an internal cross-team advisory committee focused on
ESG opportunities and risks, overseen by a dedicated, full-time ESG Consultant.

Strategy

Our priority for the upcoming financial year is to ensure rigorous compliance in our ESG
reporting. We are dedicated to meeting government standards and regulations regarding the
business impact on climate change, enhancing our corporate social responsibility efforts,
developing a diverse leadership pipeline, and broadening our hiring strategies to improve the
representation of women in our workforce. Potential impacts of climate-related risks and
opportunities on the organization’s businesses and strategy is discussed on pages 17 to 20.

Risk Management
GST implement mitigation measures to reduce our carbon footprint and enhance the resilience of
our operations. These measures include energy efficiency initiatives, renewable energy adoption,
and sustainable supply chain practices. GST continuously monitor climate-related regulations and
standards. This ensures that our operations remain compliant and positions us favorably in the
market.

Metrics and Targets
GST provides data information on its environmental impacts that adhere to the GHG Protocol
guidelines to ensure transparency. Key metrics related to the Company’s environmental
performance, social benefits, and governance practices can be found in the GST ESG section,
pages 17 to 20.

Scope 2 emissions were derived from subsidiary consumption trend of water and electricity
across the span of office area
x Electricity: 6,106 kWh
x Water: 18.1 cubic meters

Scope 3 emissions were concluded on available overseas business travel claims and constitute a
significant portion of GST's carbon footprint.
x
CO
2
Emissions: 64.8 tonnes


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GSTECHNOLOGIES LTD.
INDEPENDENT AUDITOR’S REPORT
For the financial year ended 31 March 2024
22
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 2024, which
comprise:
the consolidated statement of comprehensive income for the year ended 31 March 2024.
the consolidated and the Company statement of financial position as at 31 March 2024;
the consolidated statement of cash flows for the year ended 31 March 2024;
the consolidated and the Company statement of changes in equity for the year ended 31 March
2024; 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 2024 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.
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
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GSTECHNOLOGIES LTD.
INDEPENDENT AUDITOR’S REPORT
For the financial year ended 31 March 2024
23
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 $110,956, based on 2% of gross assets 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 $83,217.
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 $5,548. 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 the United Kingdom and in overseas, 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.
We engaged with the component auditors at all stages during the audit process and directed the audit
work on the UK and non-UK subsidiary undertakings. We directed the component auditor regarding the
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GSTECHNOLOGIES LTD.
INDEPENDENT AUDITOR’S REPORT
For the financial year ended 31 March 2024
24
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.
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.
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GSTECHNOLOGIES LTD.
INDEPENDENT AUDITOR’S REPORT
For the financial year ended 31 March 2024
25
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 of $89k has been recognised in
financial statement as at 31
st
March 2024.
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
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.
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
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GSTECHNOLOGIES LTD.
INDEPENDENT AUDITOR’S REPORT
For the financial year ended 31 March 2024
26
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 they 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.
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:
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GSTECHNOLOGIES LTD.
INDEPENDENT AUDITOR’S REPORT
For the financial year ended 31 March 2024
27
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.
Appointment
We were appointed by the board on 16 December 2022 to audit the financial statements. Our total
uninterrupted period of engagement is 2 years.
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
Docusign Envelope ID: 56709A7E-DFB6-4FFB-AD65-5C572B1DB0B4
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GSTECHNOLOGIES LTD.
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND COMPREHENSIVE INCOME
For the financial year ended 31 March 2024
28
Net operating income
Notes
2024
US$'000
2023
US$'000
Sales
6
1,466
442
Other income
88
1
1,554
443
Net operating expense
Continuing Operations
7
(2,535)
(1,627)
Foreign exchange loss
(242)
(25)
Operating loss
(1,223)
(1,209)
Income tax expense
18
-
(21)
Net loss for the year
(1,223)
(1,230)
Discontinued operations
Loss for the year from discontinued
operations
-
(398)
Total comprehensive loss for the year
(1,223)
(1,628)
Other comprehensive (gain)/loss
Movement in foreign exchange reserve
1,370
(187)
Total comprehensive income/(loss) for
the year
147
(1,815)
Net Loss for the year attributable to:
Equity holders for the parent
(1,236)
(1,628)
Non-controlling interest
20
13
-
(1,223)
(1,628)
Total comprehensive income/(loss) for the year attributable
to:
Equity holders for the parent
134
(1,815)
Non-controlling interest 20
13
-
147
(1,815)
(Loss)/Earnings per share attributable to
members
of the Parent
Basic (loss) per share 10
(0.00064)
(0.00104)
Diluted (loss) per share 10
(0.00064)
(0.00104)
Docusign Envelope ID: 56709A7E-DFB6-4FFB-AD65-5C572B1DB0B4


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GSTECHNOLOGIES LTD.
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
For the financial year ended 31 March 2024
29
ASSETS
Notes
2024
US$'000
2023
US$'000
Current assets
Cash and cash equivalents
12
2,611
4,252
Trade and other receivables
13
607
78
Other Assets
276
276
Inventories
14
10
-
Total current assets
3,504
4,606
Non-current assets
Property, plant and equipment
15
280
95
Intangible Assets
16
3,713
1,996
Total non-current assets
3,993
2,090
TOTAL ASSETS
7,497
6,697
EQUITY
Share Capital
19
10,563
8,281
Treasury Shares
(808)
(808)
Reserves
368
(1,002)
Retained Earnings
(3,824)
(2,601)
Non-controlling equity interest
(52)
-
Total Equity
6,247
3,870
Equity attributable to owners of the parent
6,195
3,870
Non-controlling equity interest
20
52
-
6,247
3,870
LIABILITIES
Current liabilities
Trade and other payables
21
1,034
2,446
Lease Liabilities
15
69
43
Loans payable
22
-
297
Total current liabilities
1,103
2,786
Non-current liabilities
Lease Liabilities
15
102
-
Loans payable
22
41
41
Other payable
4
-
Total current liabilities
147
41
Total Liabilities
1,250
2,827
TOTAL EQUITY & LIABILITIES
7,497
6,697
Docusign Envelope ID: 56709A7E-DFB6-4FFB-AD65-5C572B1DB0B4


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GSTECHNOLOGIES LTD.
CONSOLIDATED STATEMENT OF CASH FLOWS
For the financial year ended 31 March 2024
30
Notes
CASH FLOWS FROM OPERATING ACTIVITIES
2024
US$'000
2023
US$'000
Loss before taxation from operations
(1,223)
(1,944)
Adjustments:
Depreciation of property, plant and equipment
69

116

Impairment
106
-
Interest expense on lease
3
-
Income tax
-
-
Exchange loss
(52)
Operating loss before working capital
changes
(1,097)
(1,828)
Decrease/(Increase) in inventories
(10)
39
Decrease/(Increase) in trade and other receivables
(529)
2,367
(Decrease)/Increase in trade and other payables
(1,412)
1,531
Net cash flow used in operating activities
(3,048)
2,109
CASH FLOWS FROM INVESTING ACTIVITIES
Disposal (Addition) of property, plant and equipment
(254)
59
Decrease in capital work in progress
-
32
Gain on disposal of subsidiary
-
337
Intangible Assets
(1,823)
(1,952)
Net cash flow from investing activities
(2,077)
(1,524)
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of new shares
2,282
486
Treasury Shares
-
(808)
Principal elements of lease payments
129
(65)
Decrease in loans payable
(297)
(863)
Forex reserves
1,370
(187)
Net cash flow from financing activities
3,484
(1,437)
Net increase/(decrease) in cash and cash equivalents
(1,641)
(852)
Cash and cash equivalents at beginning of the year
4,252
5,104
Cash and cash equivalents at end of the year
12
2,611
4,252
Docusign Envelope ID: 56709A7E-DFB6-4FFB-AD65-5C572B1DB0B4


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GSTECHNOLOGIES LTD.
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the financial year ended 31 March 2024
31
Shareholder
Capital
FX
Reserve
Retained
Earnings
Treasury
Shares
Total
2024
US$'000
US$'000
US$'000
US$'000
US$'000
CONSOLIDATED
Balance at 1 April
2023
Comprehensive
Income
Loss for the year
8,281
-
(1,002)
-
(2,601)
(1,223)
(808)
-
3,870
(1,223)
Non-controlling interest
-
-
(52)
-
(52)
Other comprehensive
-
1,370
-
-
1,370
gain for the year
Total comprehensive
gain for the year
-
1,370
(1,275)
-
147
Transactions with
owners in their
capacity as owners:
Shares issued during the
2,282
-
-
-
2,282
year
2,282
-
-
-
2,282
Balance at 31 March
10,563
(368)
(3,876)
(808)
6,247
2024
Shareholder
Capital
FX
Reserve
Retained
Earnings
Treasury
Shares
Total
2023 US$'000 US$'000 US$'000 US$'000 US$'000
CONSOLIDATED
Balance at 1 April 7,795
2022
Comprehensive
Income
Loss for the year -
(815)
-
(973)
(1,628)
-
-
6,007
(1,628)
Other comprehensive -
(187)
-
-
(187)
loss for the year
Total comprehensive
-
loss for the year
(187)
(1,628)
-
(1,815)
Transactions with
owners in their
capacity as owners:
Shares issued during the 486
-
-
(808)
(322)
year
486
-
-
(808)
(322)
Balance at 31 March 8,281
(1,002)
(2,601)
(808)
3,870
2023
Docusign Envelope ID: 56709A7E-DFB6-4FFB-AD65-5C572B1DB0B4


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GSTECHNOLOGIES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the financial year ended 31 March 2024
The accompanying notes form an integral part of these consolidated financial statements
32
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 2024 were authorised for issue
in accordance with a resolution of the Directors on 23 July 2024. 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
Cay II, Tortola VG1110, British Virgin Islands.
The principal activity of the Group is data infrastructure, storage and technology services.

2.
Basis of preparation
The consolidated financial statements of the Group have been prepared in accordance with International
Financial Reporting Standards (IFRS) as adopted by United Kingdon Accounting Standards, including
Financial Reporting Standard 102, The Financial Reporting Standard applicable in the United Kingdon and
the Companies Act 2006 as they apply to the financial statements of the Group for the year ended 31 March
2024.

The consolidated financial statements have been prepared on a historical cost convention basis, except for
certain financial instruments that have been measured at fair value. The consolidated financial statements are
presented in US dollars and all values are rounded to the nearest thousand except when otherwise indicated.
2.1
Consolidation
The consolidated financial statements comprise the financial statements of the Group as at 31 March 2024,
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
Ltd. (parent company), using consistent accounting.
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).




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GSTECHNOLOGIES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the financial year ended 31 March 2024
The accompanying notes form an integral part of these consolidated financial statements
33
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
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 2024, the Group held cash reserves of U$2,611,000 (2023: U$4,252,000).
The Directors believe that there are sufficient funds to meet the Group’s working capital requirements.
The Group recorded a loss of US$1.22 million for the year ended 31 March 2024 and had net assets of US$6.24
million as at 31 March 2024 (2023: loss of $1.63 million and net assets of US$3.87 million).
With the disposal of the unprofitable subsidiary EMS, the continuing subsidiaries will be Angra Ltd, GS
Fintech subsidiaries and acquisition of Semnet Pte Ltd, 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 24 for further details.

Docusign Envelope ID: 56709A7E-DFB6-4FFB-AD65-5C572B1DB0B4

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GSTECHNOLOGIES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the financial year ended 31 March 2024
The accompanying notes form an integral part of these consolidated financial statements
34
The preparation of the Company’s financial statements requires management to make judgements, estimates
and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the
disclosure of contingent liabilities at the end of each reporting period. Uncertainty about these assumptions
and estimates could result in outcomes that require a material adjustment to the carrying amount of the asset
or liability affected in the future periods.
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
13 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
14 to the financial statements.


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GSTECHNOLOGIES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the financial year ended 31 March 2024
The accompanying notes form an integral part of these consolidated financial statements
35
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.
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:
Computers and Software 3 years
Fixtures and office equipment 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
appreciably prolong their useful lives are charged against income. Gains/ losses on the disposal of fixed assets
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.


Docusign Envelope ID: 56709A7E-DFB6-4FFB-AD65-5C572B1DB0B4

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GSTECHNOLOGIES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the financial year ended 31 March 2024
The accompanying notes form an integral part of these consolidated financial statements
36
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.
At initial recognition, the Company measures a financial asset at its fair value plus, in the case of a
financial asset not at FVPL, transaction costs that are directly attributable to the acquisition of the
financial assets. Transaction costs of financial assets carried at FVPL are expensed in profit or loss.
Trade receivables are measured at the amount of consideration to which the Company expects to be
entitled in exchange for transferring promised goods or services to a customer, excluding amounts
collected on behalf of third party, if the trade receivables do not contain a significant financing
component at initial recognition.
(ii)
Subsequent measurement
Debt instruments
Subsequent measurement of debt instruments depends on the Company’s business model for
managing the asset and the contractual cash flow characteristics of the asset. The Company only has
debt instruments at amortised cost.
Financial assets that are held for the collection of contractual cash flows where those cash flows
represent solely payments of principal and interest are measured at 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




Docusign Envelope ID: 56709A7E-DFB6-4FFB-AD65-5C572B1DB0B4

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GSTECHNOLOGIES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the financial year ended 31 March 2024
The accompanying notes form an integral part of these consolidated financial statements
37
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
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.

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.



Docusign Envelope ID: 56709A7E-DFB6-4FFB-AD65-5C572B1DB0B4

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GSTECHNOLOGIES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the financial year ended 31 March 2024
The accompanying notes form an integral part of these consolidated financial statements
38
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.


Docusign Envelope ID: 56709A7E-DFB6-4FFB-AD65-5C572B1DB0B4

Graphics
GSTECHNOLOGIES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the financial year ended 31 March 2024
The accompanying notes form an integral part of these consolidated financial statements
39
Interest-bearing loans and borrowings
Interest-bearing loans and borrowings are recognised initially at fair value, net of transaction costs incurred.
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.


Docusign Envelope ID: 56709A7E-DFB6-4FFB-AD65-5C572B1DB0B4

Graphics
GSTECHNOLOGIES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the financial year ended 31 March 2024
The accompanying notes form an integral part of these consolidated financial statements
40
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.
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.


Docusign Envelope ID: 56709A7E-DFB6-4FFB-AD65-5C572B1DB0B4

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GSTECHNOLOGIES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the financial year ended 31 March 2024
The accompanying notes form an integral part of these consolidated financial statements
41
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
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.

Docusign Envelope ID: 56709A7E-DFB6-4FFB-AD65-5C572B1DB0B4

Graphics
GSTECHNOLOGIES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the financial year ended 31 March 2024
The accompanying notes form an integral part of these consolidated financial statements
42
6.
Revenue
2024
US$'000
2023
US$'000
Sales
613
-
Transfer Fees and Charges
853
442
1,466
442
Sales recorded up to 31 March 2024 are intercompany revenue for GS Fintech Pte. Ltd. and third party sales
from newly acquired subsidiary, Semnet Pte. Ltd.
Transaction fees and charges are from Angra Ltd and GS Fintech UAB.

7. Net operating expenses
2024
2023
US$'000
US$'000
Continuing Operations
Costs of goods sold
378
23
Employee Cost
817
552
Travel Expenses
88
18
Admin Expense
883
763
Lease Expenses
68
11
Distribution, advertising and promotion
12
10
Office Expenses
42
87
Depreciation of property plant and equipment
69
87
Doubtful accounts
-
(306)
Interest on lease expenses
3
7
Occupancy costs
59
84
Impairment of Digital asset
106
230
Finance costs
10
61
2,535
1,627

8. Key management personnel
2024
2023
US$’000
US$’000
Directors’ emoluments
462
442

9. Employee cost
2024
2023
US$’000
US$’000
Wages and salaries
288
829
Wages and salaries Cost of sales
-
836
Staff welfare and other employee costs
67
163
Total
355
2,538
The average number of employees of the Group are 36 and 48 for 2024 and 2023 respectively

Docusign Envelope ID: 56709A7E-DFB6-4FFB-AD65-5C572B1DB0B4

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GSTECHNOLOGIES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the financial year ended 31 March 2024
The accompanying notes form an integral part of these consolidated financial statements
43
10.
Earnings per share
2024 2023
US$’000 US$’000
Loss for the period attributable to members (1,223) (1,628)
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
1,851,424,219 1,563,152,455
shares in issue
Basic loss per share-cents
(0.00064)
(0.00104)
Diluted loss per share-cents
(0.00064)
(0.00104)

11.
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.

12. Cash and cash equivalents
2024
US$’000
2023
US$’000
Cash at bank
2,611
4,252

Docusign Envelope ID: 56709A7E-DFB6-4FFB-AD65-5C572B1DB0B4

Graphics
GSTECHNOLOGIES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the financial year ended 31 March 2024
The accompanying notes form an integral part of these consolidated financial statements
44
13. Trade and other receivables
2024
US$'000
2023
US$'000
Trade receivables
Less: Allowance for expected credit loss
216
-
19
-
216
19
Advances to supplier
-
-
Due from related party
186
-
Other receivables
205
59
607
78



14. Inventories
Inventories are valued at the lower of cost and net realisable value.
Semnet Pte Ltd. inventory as at 31 March 2024.
2024
US$’000
2023
US$’000
Inventories
Less: Allowance for inventory obsolescence
10
-
-
-
10
-

15.
Property, plant and equipment
Right-of-Use
Assets
Building
and
improvts
Furniture &
Office
Equipment
Software Vehicle
Total
US$’000 US$’000 US$’000 US$’000 US$’000 US$’000
Cost
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
Additions / Transfer in
202
14
85
115
-
416
Disposal / Write-off
(126)
(7)
-
-
-
(133)
Forex translation
-
-
-
-
-
-
As at 31 March 2024
202
14
171
115
-
502


Docusign Envelope ID: 56709A7E-DFB6-4FFB-AD65-5C572B1DB0B4

Graphics
GSTECHNOLOGIES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the financial year ended 31 March 2024
The accompanying notes form an integral part of these consolidated financial statements
45
Accumulated
depreciation
As at 31 March 2022
296
52
474
-
83
905
Additions / Transfer in
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
-
-
124
Additions / Transfer in
14
2
53
-
-
69
Disposal / Write-off
(68)
(7)
-
-
-
(75)
Forex translation
-
-
77
27
-
104
As at 31 March 2024
29
2
164
27
-
222
Net book value
As at 31 March 2023
43
-
52
-
-
95
As at 31 March 2024
173
12
7
88
-
280

Lease liabilities recognized in the balance sheet
The balance sheet shows the following amounts relating to lease liabilities
2024
US$’000
2023
US$’000
Current
69
43
Non-current
102
-
171
43
Amounts recognized in the statement of profit or loss
The statement of profit or loss shows the following amounts relating to leases:
2024 2023
US$’000 US$’000
Depreciation
69
82
Interest expense
3
5
17
87


16. Intangible Assets
Intangible Assets Trademark Goodwill
Digital
Asset
Software &
Licenses
Total
US$’000 US$’000 US$’000 US$’000 US$’000
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



Docusign Envelope ID: 56709A7E-DFB6-4FFB-AD65-5C572B1DB0B4

Graphics
GSTECHNOLOGIES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the financial year ended 31 March 2024
The accompanying notes form an integral part of these consolidated financial statements
46
Additions
-
1,723
100
-
1,823
Impairment
-
-
(319)
(17)
(336)
As at 31 March
2024
6
1,761
358
1,588
3,713

Impairment is recognized this year for the 100,000,000 COAL tokens on hand.



17.
Subsidiaries
Details of the Company’s subsidiaries on 31 March 2024 are as follows:
Name of Subsidiary
Place of
Incorporation
Proportion of
Ownership
Interest
Proportion
of Voting
Power
Golden Saint Technologies
(Australia) Pty Ltd
Australia
100
100
GS Fintech Ltd
UK
100
100
GS Fintech Pte Ltd
Singapore
100
100
Angra Limited
UK
100
100
GS Fintech UAB
Lithuania
100
100
Angra Global Limited
Canada
100
100
Semnet Pte Ltd
Singapore
66.66
66.66

18.
Discontinued operations
In the financial year ending 31 March 2023, the Group disposed of its 100% interest its subsidiaries, EMS
Wiring Systems Pte Ltd, which management deemed as its non-core business. This strategic decision was
made to place greater focus on the Group's key competencies in developing the "GS Fintech" subsidiaries in
the UK and Singapore. The financial year ending 31 March 2024 represents the first full-year reporting period
as a pure play fintech group following the completion of the disposal of EMS Wiring Systems Pte Ltd in
September 2022.

19.
Acquisition of subsidiary
On 01 March 2024 the Company acquired 66.66% of the issued share capital of Semnet Pte. Ltd. for US$1.8
million in cash and new shares of no par value in the Company ("Ordinary Shares"). US$800,000 of the total
consideration is payable in cash ("Cash Consideration") and the remaining US$1.0 million through the issue
of new Ordinary Shares ("Consideration Shares"). US$580,000 of the Cash Consideration has, or will shortly,
be paid and the remaining US$220,000 is payable four months from Completion.
Semnet had a turnover of US$5.55 million and reported profit before tax of approximately US$0.23 million
for financial year end 30 September 2023. The subsidiary’s assets and liabilities as at 31 March 2024 were
US$1,069,981 and US$914,611 respectively.

Docusign Envelope ID: 56709A7E-DFB6-4FFB-AD65-5C572B1DB0B4

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GSTECHNOLOGIES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the financial year ended 31 March 2024
The accompanying notes form an integral part of these consolidated financial statements
47
Fair value of net identifiable assets at the date of acquisition amounted to US$115,105 resulting in goodwill
on acquisition of US$1,723,270.
The goodwill is attributable to high profitability of the acquired business and the significant synergies
expected to arise after the acquisition.

20.
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.
2024 2023
US$’000 US$’000
Current income tax - 21
Adjustments for prior year
-
-
Deferred tax expenses
-
-
21
-
-
-



21. 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
Ordinary Shares
Number of Shares
US$’000
As at 31 March 2023
Issues during the period
1 April 2023 to 31 March 2024
1,682,032,370
233,189,907
8,281
2,282
Total shares issued as at 31 Mar 2023
1,915,222,777
10,563
Treasury Shares during the period
1 April 2023 to 31 March 2024
(60,000,000)
(808)
Total outstanding shares as at 31 Mar 2024
1,855,222,277
9,755



22.
Non-controlling equity interest
All entities within the group are currently 100% owned, except for Semnet Pte Ltd, with the remaining
33.34% owned by non-controlling interests.

Docusign Envelope ID: 56709A7E-DFB6-4FFB-AD65-5C572B1DB0B4

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GSTECHNOLOGIES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the financial year ended 31 March 2024
The accompanying notes form an integral part of these consolidated financial statements
48
23.
Trade and other payables
2024 2023
US$’000 US$’000
Trade payables 838 2,298
Accruals 139 129
Unearned revenue - -
Other payables 57 19
1,034 2,446

Trade payables are non-interest bearing and are normally settled on 60-days terms.

24.
Auditor’s remuneration
Fees payable to the company auditors for the services during the financial year include:
Audit of the Company’s annual financial statements:
2024 2023
US$’000 US$’000
(i)
Shipleys LLP 42 42
(ii)
RDH Accountants 28 -
(iii)
Robert Yam Co & PAC 7 -
67 42

25.
Loans Payable
2024 US$’000
Type Amount Interest rate Current Non-current
Convertible
loan
-
10% pa
-
-
Bank loan
5 yrs
41
2.5% pa
-
41
41
-
41
2023 US$’000
Type
Amount
Interest rate
Current
Non-current
Convertible loan
285
10% pa
285
-
Bank loan 5 yrs
53
2.5% pa
12
41
338
297
41
Convertible loan was subsequently exercised on 11 Apr 2023.

26.
Commitments and contingencies
The Group is subject to no material commitments or contingent liabilities.



Docusign Envelope ID: 56709A7E-DFB6-4FFB-AD65-5C572B1DB0B4

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GSTECHNOLOGIES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the financial year ended 31 March 2024
The accompanying notes form an integral part of these consolidated financial statements
49
27.
Ultimate controlling parties
The significant shareholders during the financial year are the following:
Persons
Quantity of
Ordinary Shares
Percentage of
Ordinary Shares
Hargreaves Lansdown (Nominees) Limited
408,358,428
20.68%
Securities Services Nominees Limited
215,840,560
10.93%
HSDL Nominees Limited
174,194,947
8.82%
Interactive Investor Services Nominees Limited
165,958,382
8.41%
James Brearley Crest Nominees Limited
139,358,082
7.06%
Bai Guojin
124,200,000
6.29%
Chong Loong Fatt Garies
122,612,081
6.21%
Wise MPay Pte Ltd
100,000,000
5.07%

28.
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:
2024 2023
US$'000 US$'000
Intercompany revenue 186 -

29.
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.



Docusign Envelope ID: 56709A7E-DFB6-4FFB-AD65-5C572B1DB0B4

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GSTECHNOLOGIES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the financial year ended 31 March 2024
The accompanying notes form an integral part of these consolidated financial statements
50
30.
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.
On
Demand
Less than
three
months
Three to
twelve
months
One to five
years Total
US$’000 US$’000 US$’000 US$’000 US$’000
As at 31 March 2024:
Trade and other payables
1,034 - - 1,034


31.
Operating lease commitments
Capital includes equity attributable to the equity holders of the parent. Refer to the statement of changes in
equity for quantitative information regarding equity.
The Group’s primary objectives when managing capital are to safeguard its ability to continue as a going
concern in order to provide returns for shareholders. For details of the capital managed by the Group as at 31
March 2024, please see Note 15.
The Group is not subject to any externally imposed capital requirements.

32.
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.

33.
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 2024; therefore, profit or loss and equity would have not been affected by
changes in the interest rate.


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GSTECHNOLOGIES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the financial year ended 31 March 2024
The accompanying notes form an integral part of these consolidated financial statements
51
34.
Subsequent Event
On 23 April 2024 the Company raised gross proceeds of US$ 1,578,9631,250,000) through a placing of
119,047,619 Ordinary Shares at a price of 1.05 pence per share.

Docusign Envelope ID: 56709A7E-DFB6-4FFB-AD65-5C572B1DB0B4

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GSTECHNOLOGIES LTD.
DIRECTORS’ REMUNERATION REPORT
For the financial year ended 31 March 2024
The accompanying notes form an integral part of these consolidated financial statements
52
Directors’ Renumeration
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.
Remuneration Committee is chaired by Mr. 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
US$
CPF
US$
Total
US$
Tone Goh
104,415
1,283
105,698
Jack Bai
127,905
4,840
132,745
Galvin Bai
82,245
9,526
91,771
Shayne Tan
82,245
9,526
91,771
Malcolm Groat
5,148
-
5,148
Christopher Wellesley
60,629
-
60,629
Total
462,587
25,175
487,762
On behalf of the Board
Tone Goh
Executive Chairman
Docusign Envelope ID: 56709A7E-DFB6-4FFB-AD65-5C572B1DB0B4

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GSTECHNOLOGIES LTD BVI
PARENT COMPANY STATEMENT OF FINANCIAL POSITION
As at 31 March 2024
The accompanying notes form an integral part of these consolidated financial statements
53
ASSETS
2024
US$'000
2023
US$'000
Current assets
Cash and cash equivalents
1,407
2,027
Trade and other receivables
107
1
Inventories
277
277
Total current assets
1,791
2,305
Non-current assets
Intangible Assets
974
1,063
Intercompany receivables
3,428
2,056
Total non-current assets
4,402
3,119
TOTAL ASSETS
6,193
5,424
EQUITY
Share Capital
10,563
8,281
Treasury Shares
(808)
(808)
Retained Earnings
(3,658)
(2,446)
Total Equity
6,097
5,027
LIABILITIES
Current Liabilities
Trade and other payables
96
397
Intercompany loan
-
-
Total Liabilities
96
397
TOTAL EQUITY & LIABILITIES
6,193
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$. The Company had no operating cash flows
in the period, and therefore no cash flow statement has been prepared.
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GSTECHNOLOGIES LTD BVI
PARENT COMPANY STATEMENT OF PROFIT OR LOSS AND COMPREHENSIVE INCOME
For the financial year ended 31 March 2024
The accompanying notes form an integral part of these consolidated financial statements
54
Net operating income
2024
US$'000
2023
US$'000
Sales
Other income
-
-
-
-
Net operating expense
-
-
Continuing Operations
(826)
(696)
Foreign exchange loss
40
(26)
Impairment of Digital Asset
(89)
(230)
Operating loss
(875)
(952)
Gain on disposal of Subsidiary
Income tax expense
-
-
1,067
-
Net loss for the year
(875)
115
Other comprehensive loss
Movement in foreign exchange reserve
-
-
Total comprehensive loss for the year
(875)
115
Net Loss for the year atttributable to:
Equity holders for the parent
(875)
115
Total comprehensive loss for the year atttributable to:
Equity holders for the parent
(875)
115
Docusign Envelope ID: 56709A7E-DFB6-4FFB-AD65-5C572B1DB0B4

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GSTECHNOLOGIES LTD BVI
PARENT COMPANY STATEMENT OF CHANGES IN EQUITY
For the financial year ended 31 March 2024
The accompanying notes form an integral part of these consolidated financial statements
55
Shareholder
Capital
Treasury
Shares
Retained
Earnings
Total
2024 PARENT
US$'000
US$'000
US$'000
US$'000
Balance at 1 April 2023
8,281
(808)
(2,446)
5,027
Comprehensive Loss
Loss for the year
-
-
(1,212)
(1,212)
Other comprehensive loss for the year
-
-
-
-
Total comprehensive loss for the year
-
-
(1,212)
(1,212)
Transactions with owners in their
capacity as owners:
Shares issued during the year
2,282
-
2,282
2,282
-
-
2,282
Balance at 31 March 2024
10,563
(808)
(3,658)
6,097
Shareholder
Capital
Treasury
Shares
Retained
Earnings
Total
2023 PARENT
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)
Other comprehensive loss for the year
-
-
-
-
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
`
Docusign Envelope ID: 56709A7E-DFB6-4FFB-AD65-5C572B1DB0B4