TIDMGST
RNS Number : 8634L
Golden Saint Technologies Limited
31 December 2018
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE
UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, THE
REPUBLIC OF IRELAND, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH
RELEASE, PUBLICATION OR DISTRIBUTION WOULD VIOLATE THE RELEVANT
SECURITIES LAWS OF SUCH JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014
For immediate release: 31 December 2018
Golden Saint Technologies Limited
("GST" or the "Company")
Interim Results
The Board of Directors of GST is pleased to announce the
Company's reviewed results for the six months ended 30 September
2018, first half of the financial year 2018-19 ("FY2019"). The
Company's financial year runs from 1 April to 31 March.
Highlights within the six-month period to 30 September 2018
-- The Company generated operating income of US$2,332,000 (2017:2,099,000);
-- For the six months to 30 September the Company had positive
net cash from operating activities of US$216,000
(2017:-183,000);
-- At 30 September 2018 the Company had US$815,000 cash and cash
equivalents on hand (2017:788,000)
-- A small loss of US$210,000 (2017:US$166,000 profit) for the
six months due to once-off additional RTO and IPO costs
incurred;
-- During the period, the Company divested all its mining
interests by way of a share purchase agreement with GSResources
Ltd, a company incorporated in Australia. Simultaneously the
Company completed an in-specie distribution of its interests in
GSResources Ltd to the existing shareholders of the Company;
-- The Company performed a consolidation of its share capital on a 50:1 basis; and
-- The Company acquired EMS Wiring Systems Pte Ltd ("EMS") for
605,280,863 consideration shares in the Company by way of a reverse
takeover.
Highlights of operations post 30 September 2018
-- On 22(nd) November 2018 the Company placed 121,495,055 new
ordinary shares in the Company and obtained admittance of its
entire share capital, being 995,482,002 ordinary shares of no par
value each, to the Official List of the UK Listing Authority by way
of a standard listing under chapter 14 of the UKLA's Listing Rules
and to trading on the main market for listed securities of the
London Stock Exchange;
-- EMS entered into an agreement for the installation of a data
centre in Singapore valued at circa US$1 million. This is
equivalent to three times the average monthly turnover of the
Company during the same period for the 2017-18 financial year;
and
-- The Company has been appointed as a distribution, marketing,
sales and services partner to P2 Mobile Technologies Limited ("P2
Wireless").
Executive Chairman's Statement
Writing my first chairman's letter for the newly listed Golden
Saint Technologies ("GST") Interim Report has caused me to reflect
with great pride on the progress made this year by the teams that I
have led.
Board of Directors
The GST Board of Directors is an experienced group I am proud to
work with. Pierre Fourie, GST's Group MD, has deployed his
strategic mind in helping me guide the development of the GST
businesses towards ever-stronger, value creating, growth. Raphael
Teo's technical expertise has influenced all parts of the
engineering and installation teams' work. William Knight brings an
invaluable source of reliable counsel to our Board. Malcolm Groat
is a pillar of support for our company, bringing decades of
high-level financial skill and experience to our senior team. It is
a privilege to be Chairman of this multi-talented team.
2018 Highlights up until GST listing on LSE
The highlights of 2018 have been continued profitable growth at
EMS, the reverse takeover of EMS by Golden Saint Resources, the
name change of the Company to Golden Saint Technologies to reflect
the break with the past mining business and - instead - our
creating value as an ICT business expanding in South East Asia and
internationally, and culminating in the listing on the full board
of the London Stock Exchange with the new company ticker - GST.
2018 Highlights since GST listing
Furthermore, since listing, GST is delivering on its promises to
shareholders. CEO Garies Chong (BICSI Southeast Asia District
Chair) and EMS's Global Head of Operations, Lucas Kwa, have been
networking in the South East Asia region, creating new contractual
relationships with next generation technology suppliers. In the
first week of December 2018, GST announced that we have been
'appointed as distributor for P2 Wireless Smart Virtual Fiber(R)
Wireless Mesh solutions', allowing us to provide new solutions to
high speed data transmission for internet, CCTV, final mile, etc.,
requirements.
As we look into the future, we are enthusiastic about the
potential we have to generate value, both for our customers and our
shareholders.
GST is building up its data centre development business, as
well. In December 2018, we announced that we have 'entered into an
agreement for the installation of a data centre in Singapore valued
at circa US$1 million.'
One of the benefits of having LSE listed company status is that
the great set of skills and man-centuries of experience our
engineering and installation teams have built up over years meeting
complex customer needs in Singapore and surrounding areas are now
more likely to be used on scaled-up operations not only in EMS's
well-trodden business territories, but also internationally.
As we look forward over the next year, GST will start to look at
deploying our skills and engineering and installation experience in
new data centres in South East Asia, and elsewhere where there are
promising opportunities, in which GST also invests for an equity
stake.
GST is also building its India business. Working with Satheesh
Prabhu, Head of Sales for India, we are supplying a new TV-linked
combo-box with streaming data and media functionality to customers
in India. Looking ahead, we see a series of deals for this
technology that better meets the needs of Indian middle-class urban
consumers.
Financial Highlights
GST's ongoing business through its EMS subsidiary is discussed
further in this report. Here, I would like to highlight that the
Company has generated revenue of $2,332,000, up from $2,099,000 in
FY2017. And for the six months to 30th September 2018, the Company
had positive net cash from operating activities of $216,000.
Looking into FY2019, we are forecasting sales of between US$3
million and US$3.5 million over the second half of our FY2019
ending 31 March 2019. Overall sales for the year are forecasted to
be between US$5.5 million and US$6 million (FY2018:US$4.5 million).
Profits for the second half of FY2019 are forecasted to be between
US$250k and US$300k.
Dividend policy
The Board believes that the interests of all stakeholders are
best served by retaining capital within the Company and maintaining
greater flexibility to be able to take advantage of, looking
forward, the many attractive investment and business development
opportunities open to GST at this time and over the next few years.
GST is looking to generate long term value for customers and
shareholders in a sustainable manner. As a result, GST's dividend
policy for this financial year is not to pay dividends to
shareholders but rather meet their interests by creating value that
leads to capital growth.
I would like to thank our shareholders for their continuing
support as we build the GST business. And, of course, I would like
to express my appreciation to the management team and staff for
their hard work and committed expertise.
Tone Goh
Executive Chairman
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.
The Directors believe that, with due consideration to the
Group's future plans, there are sufficient funds to meet the
Group's working capital requirements.
At 30 September 2018, the Group held cash reserves of $815,000
(March 2018: $788,000).
The Directors are confident the Group will generate revenue from
data and technology services which will contribute to cash flow in
the next 6-month period.
On this basis, the Directors believe that there are sufficient
funds to meet the Group's working capital requirements.
Consolidated Interim Statement of Comprehensive Income
for the period 1 April 2018 to 30 September 2018
6 months 6 months
ended ended
30 September 30 September
2018 2017
US$'000 US$'000
Notes (Unaudited) (Unaudited)
Net operating income
Sales 2,328 2,094
Foreign exchange gain
/ (loss) (2) (2)
Other Income 6 7
-------------- --------------
2,332 2,099
Net operating expenses
Continuing operations 2 (2,542) (1,933)
--------------
Operating profit (loss) (210) 166
Net profit (loss) for
the period (210) 166
-------------- --------------
Other comprehensive income
Foreign currency loss - -
Total comprehensive loss
for the period (210) 166
Net Loss for the period
attributable to:
Equity holders for the
parent (210) 166
Non-controlling interest - -
-------------- --------------
Total comprehensive loss
for the period attributable
to:
Equity holders for the
parent (210) 166
Non-controlling interest 16 - -
-------------- --------------
(210) 166
-------------- --------------
Earnings per share attributable
to members of the Parent
Basic (loss) per share
-cents 5 (0.16) 70.63
Diluted (loss) per share-cents 5 (0.16) 70.63
Consolidated Interim Statement of Financial Position
as at 30 September 2018
Note 6 months ended Year ended
30 September 31 March
2018 2018
US$'000 US$'000
(Unaudited) (audited)
ASSETS
Current assets
Cash and cash equivalents 7 815 788
Trade and other receivables 8 1,263 1,182
Work in progress 11 269 208
Inventories 9 310 14
---------------
Total current assets 2,657 2,192
Non-current assets
Property plant and equipment 10 136 158
Intangible assets 12 6 -
--------------- --------------
Total non-current assets 142 158
--------------- --------------
TOTAL ASSETS 2,799 2,350
--------------- --------------
EQUITY
Share capital 15 59,198 181
Reserves 15 (58,945) -
Retained earnings 1,397 1,607
--------------- --------------
Total equity 1,650 1,788
--------------- --------------
Equity attributable to owners
of the parent 1,650 1,788
Non-controlling equity interest 16 - -
--------------- --------------
1,650 1,788
--------------- --------------
LIABILITIES
Current liabilities
Trade and other payables 17 1,148 562
Financial Liabilities 19 1 -
--------------- --------------
TOTAL LIABILITIES 1,149 562
--------------
TOTAL EQUITY & LIABILITIES 2,799 2,350
--------------- --------------
Consolidated Interim Statement of Cash Flows
for the period 1 April 2018 to 30 September 2018
Note 6 months 6 months
ended ended 30
30 September September
2018 2017
US$'000 US$'000
(Unaudited) (Unaudited)
Cash Flows from operating activities
Profit (Loss) before taxation
from operations (210) 188
Adjustments to add/(deduct) non-cash
items:
Depreciation of property, plant
and equipment 15 17
Other non cash - (3)
--------------
Operating loss before working
capital changes (195) 202
Decrease in inventories (296) 7
Decrease / (increase) in prepayments
and other receivables (142) 119
(Decrease) / increase in financial 1 -
liabilities
(Decrease )/ Increase in trade
and other payables 653 (309)
-------------- -------------
Net cash flow from operating
activities 216 (183)
Cash flows from investing activities
Payments to acquire property
plant and equipment - (103)
Proceeds from sale of property
plant and equipment 6 30
-------------- -------------
Net cash flow from investing
activities 6 (73)
Cash flows from financing activities
Proceeds of ordinary share issue - -
Proceed from loans - -
Redemption of Convertible Note - -
--------------
Net cash flow from financing - -
activities
Net increase/(decrease) in cash
and cash equivalents 27 (54)
-------------- -------------
Cash and cash equivalents at
beginning of period 788 755
-------------- -------------
Cash and cash equivalents at
end of period 815 701
-------------- -------------
Consolidated Interim Statement of Changes in Equity
for the period 1 April 2018 to 30 September 2018 (Unaudited)
Attributable to equity holders
of the parent
-----------------------------------------------
Share Foreign Merger Retained Total Total Non-Controlling Total
Capital Currency Reserve Earnings Equity Attributable Interest
Reserve to Owners
of the (US $'000)
(US $'000) (US $'000) (US $'000) (US $'000) (US $'000) Parent (US $'000)
(US $'000)
As at 1 April
2018 181 - - 1,607 1,788 1,788 - 1,788
Comprehensive
income
/ (loss) for
the
period - - (210) (210) (210) - (210)
Foreign - - - - - - -
exchange
gain / (loss)
on
translation
---------- ---------- ---------- ----------- ---------- ------------ --------------- ----------
Total
comprehensive
income for
the
period - - (210) (210) (210) - (210)
Transaction
with
owners in
their
capacity as
owners
Shares
acquired
in parent
entity 56,894 - (58,945) - (2,051) (2,051) - (2,051)
Shares issued
during
the period 2,123 - - - 2,123 2,123 - 2,123
As at 30
September
2018 59,198 - (58,945) 1,397 1,650 1,650 - 1,650
---------- ---------- ---------- ----------- ---------- ------------ --------------- ----------
Notes to the Financial Statements
Accounting Policies
1.1 Corporate information
The consolidated financial statements of Golden Saint
Technologies Ltd for the financial period from 1 April 2018 and
ended 30 September 2018 were authorised for issue in accordance
with a resolution of the Directors on 31 December 2018.
The registered office of Golden Saint Technologies Ltd, the
ultimate parent of the Group, is Intertrust Corporate Services
(BVI) Limited, Ritter House, Wickhams Cay II, Tortola , BVI
VG1110.
The principal activity of the Group is data infrastructure,
storage and technology services following the acquisition by
reverse takeover of EMS.
1.2 Basis of preparation
The consolidated financial statements of Golden Saint
Technologies Limited and its controlled entities ("the Group") have
been prepared in accordance with International Financial Reporting
Standards (IFRS) as issued by the International Accounting
Standards Board (IASB) and adopted by the European Union (EU) as
they apply to the financial statements of the Group for the period
1 April 2018 to 30 September 2018.
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.
Following the reverse takeover, and in accordance with IFRS, the
acquired entity is taken to have acquired the parent entity and
accordingly comparative information represents that of the acquired
entity.
1.3 Basis of consolidation
The consolidated financial statements comprise the financial
statements of the Group as at 30 September 2018, and for the period
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 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.
Pooling of Interests on Incorporation of Parent Entity
On incorporation of the entity, subsidiaries have been
consolidated using the pooling of interests method on the basis
that the entities being combined are ultimately controlled by the
same parties, both before and after the combination.
Under this method the assets and liabilities of the acquiree are
recorded at book value and intangible assets and contingent
liabilities are only recognised if they were previously recognised
by the acquiree. No goodwill is recorded, and expenses of the
combination are written off immediately in profit or loss.
The excess of consideration over the value of the acquiree's net
assets is recognised in the merger reserve, a negative reserve
within equity.
Any non-controlling interest in the acquiree is recognised as
the proportion of the assets and liabilities of the acquiree at the
date of acquisition. From the date of acquisition forward, a
proportionate share of profits, or losses, in the related
subsidiary is then attributed to the non-controlling interest.
Subsequent Business Combinations
Business combinations occur where an acquirer obtains control
over one or more businesses. A business combination is accounted
for by applying the acquisition method, unless it is a combination
involving entities or businesses under common control. The business
combination will be accounted for from the date that control is
attained, whereby the fair value of the identifiable assets
acquired and liabilities (including contingent liabilities) assumed
is recognised (subject to certain limited exceptions).
When measuring the consideration transferred in the business
combination, any asset or liability resulting from a contingent
consideration arrangement is also included. Subsequent to initial
recognition, contingent consideration classified as equity is not
re-measured and its subsequent settlement is accounted for within
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.
1.4 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.
1.4.1 Key Judgements
In the process of applying the Group's accounting policies,
management has made the following judgements, which have the most
significant effect on the amounts recognised in 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 30 September 2018, the Group held cash reserves of $815,000
(March 2018: $788,000).
The Directors are confident the Group will generate revenue from
data and technology services which will contribute to cash flow in
the next 6 month period.
On this basis, the Directors believe that there are sufficient
funds to meet the Group's working capital requirements.
The Group recorded a loss of $210,000 for the six months ended
30 September 2018 and had net assets of $1,650,000 as at 30
September 2018 (2017: profit of $166,000 and net assets of
$1,788,000).
Should the Group be unable to obtain sufficient funding as
advised above, there is a material uncertainty which may cast doubt
as to whether or not the Group will be able to continue as a going
concern and whether it will realise its assets and extinguish its
liabilities in the normal course of business and at the amounts
stated in the financial statements.
The financial statements do not include any adjustments relating
to the recoverability and classification of recorded asset amounts
nor to the amounts and classification of liabilities that might be
necessary should the Group not continue as a going concern.
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 19 for further details.
Impairment of assets
The Group assesses each asset or cash generating unit (CGU)
every reporting period to determine whether any indication of
impairment exists. Where an indicator of impairment exists, a
formal estimate of the recoverable amount is made, which is
considered to be the higher of the fair value less costs to sell,
or the value in use.
These assessments require the use of estimates and assumptions
such as long-term commodity prices (considering current and
historical prices, price trends and related factors), discount
rates, operating costs, future capital requirements, closure and
rehabilitation costs, exploration potential, reserves and operating
performance (which includes production and sales volumes). These
estimates and assumptions are subject to risk and uncertainty.
Therefore, there is a possibility that changes in circumstances
will impact these projections, which may impact the recoverable
amount of assets and/or CGUs. Please refer to Note 10 for further
details.
Goodwill and intangible assets that have an indefinite useful
life are not subject to amortisation and are tested annually for
impairment, or more frequently if events or changes in
circumstances indicate that they might be impaired. Other assets
are tested for impairment whenever events or changes in
circumstances indicate that the carrying amount may not be
recoverable. An impairment loss is recognised for the amount by
which the asset's carrying amount exceeds its recoverable amount.
The recoverable amount is the higher of an asset's fair value less
costs to sell and value in use.
1.4.2 Key estimates and assumptions
The key assumptions concerning the future and other key sources
of estimation uncertainty at the reporting date, that have a
significant risk of causing a material adjustment to the carrying
amounts of assets and liabilities within the next financial year,
are described below. The Group based its assumptions and estimates
on parameters available when the consolidated 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 Group. Such changes
are reflected in the assumptions when they occur.
1.5 New standards and amendments and interpretations adopted by the Group
There are a number of new Accounting standards and
interpretations issued by the AASB that are not yet mandatorily
applicable to the Group and have not been applied in preparing
these consolidated financial statements. The Group does not plan to
adopt these standards early.
These standards are not expected to have a material impact on
the Group in the current or future reporting periods.
1.6 Summary of significant accounting policies
Property, 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 mining and
infrastructure assets.
Property, plant and equipment relate to plant, machinery,
fixtures and fittings and are shown at historical cost less
accumulated depreciation and impairment losses.
The depreciation rates applied to each type of asset are as
follows:
Plant and machinery 10%
Motor Vehicles 15%
Fixtures and fittings 10-20%
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.
Financial instruments: initial recognition and measurement
Trade and other receivables
Trade and other receivables are stated at amortised cost less
provision for doubtful debts. Trade and other receivables are
non-derivative financial assets with fixed or determinable payments
that are not quoted in an active market.
Trade receivables are generally due for settlement between 30
and 90 days. They are presented as current assets unless collection
is not expected for more than 12 months after reporting date.
Collectability of trade receivables is reviewed on an ongoing
basis. Debts which are known to be uncollectible are written off by
reducing the carrying amount directly. A provision for impairment
of trade receivables is used when there is objective evidence that
the Group will not be able to collect all amounts due according to
the original terms of the receivables.
Cash and cash equivalents
Cash and cash equivalents are measured at fair value, based on
the relevant exchange rates at balance sheet date. Cash and cash
equivalents comprise cash, cash at hand and short-term deposit
amounts with original maturity of less than three months. For the
purpose of the consolidated statement of cash flows, cash and cash
equivalents consist of cash and cash equivalents as defined above,
net of outstanding bank overdrafts.
Impairment
The Group assesses at each reporting date whether there is any
objective evidence that a financial asset is impaired. A financial
asset is deemed to be impaired if there is objective evidence of
impairment as a result of one or more events that has occurred
after the initial recognition of the asset (a loss event) and that
loss event has an impact on the estimated future cash flows of the
financial asset that can be reliably estimated.
Trade and other payables
Trade and other payables are non-derivative financial
liabilities that are not quoted in an active market. It represents
liabilities for goods and services provided to the Group prior to
the year end and which are unpaid. These amounts are unsecured and
have 7-30 day payment terms. Trade and other payables are presented
as current liabilities unless payment is not during within 12
months from the reporting date. They are recognised initially at
their fair value and subsequently measured at amortised cost using
the effective interest method.
Interest-bearing loans and borrowings
Interest-bearing loans and borrowings are recognised initially
at fair value, net of transaction costs incurred. 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.
Amortised cost is calculated by taking into account any discount
or premium on acquisition and fees or costs that are an integral
part of the EIR. The EIR amortisation is included in finance income
in profit or loss.
Borrowing costs directly attributable to the acquisition,
construction or production of an asset that necessarily takes a
substantial period of time to get ready for its intended use or
sale are capitalised as part of the cost of the respective assets.
All other borrowing costs are expensed in the period they occur.
Borrowing costs consist of interest and other costs that an entity
incurs in connection with the borrowing of funds e.g. arrangement
fees.
The Group capitalises borrowing costs for all eligible assets.
Where funds are borrowed specifically to finance the project, the
amount capitalised represents the actual borrowing costs incurred.
Early repayment of borrowings, specifically for reasons of
refinancing do not qualify for capitalising as borrowing costs
under IAS 23 and are recognised as a loss on de-recognition in the
statement of comprehensive income.
Fair value of financial instruments
The following methods and assumptions are used to estimate the
fair values:
-- Cash and short-term deposits, trade and other receivables,
trade and other payables and other current liabilities approximate
their carrying amounts largely due to the short-term maturities of
these instruments.
-- Initial fair value of interest-bearing borrowings is normally
the transaction price, i.e. the fair value of the consideration
received. When part of the consideration is for something other
than the loan, the fair value is estimated using an appropriate
valuation technique.
-- For disclosure purpose only, the fair value of unquoted
instruments, such as loans and other financial liabilities, is
estimated by discounting future cash flows using rates currently
available for debt on similar terms, credit risk and remaining
maturities.
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.
Deferred taxation
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.
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
Revenue is measured at the fair value of the consideration
received or receivable.
The Group recognises when the amount of revenue can be reliably
measured, it is probably that future economic benefits will flow to
the entity and specific criteria have been met as described
below.
i) 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.
ii) Sale of Goods
Revenue from sale of goods is recognised at the point of
delivery as this corresponds to the transfer of significant risks
and rewards of ownership of the goods and the cessation of all
involvement in those goods.
2. Net Operating Expenses
6 months 6 months
ended 30 ended 30
September September
2018 US$'000 2017 US$'000
(Unaudited) (Unaudited)
Continuing operations
Depreciation of property plant
and equipment 14 17
Amortisation expenses - -
Cost of goods Sold 1,804 1,469
Occupancy costs 9 -
Employee costs 244 255
General expenses 35 3
Distribution, Advertising and
promotion expenses 52 40
Admin expenses 245 88
Lease expenses 69 61
Travel expenses 70 -
-------------- --------------
2,542 1,933
-------------- --------------
3. Key Management Personnel
6 months 6 months
ended 30 ended 30
September September
2018 US$'000 2017 US$'000
(Unaudited) (Unaudited)
Directors' emoluments 217 104
Superannuation - -
4. Employee costs
6 months 6 months
ended 30 ended 30
September September
2018 US$'000 2017 US$'000
(Unaudited) (Unaudited)
Wages and salaries 27 151
Wages and Salaries - Cost of sales 976 619
Total 1,003 770
-------------- --------------
5. Earnings per share
6 months 6 months
ended 30 ended 30
September September
2018 US$'000 2017 US$'000
(Unaudited) (Unaudited)
Loss for the period attributable
to members of the parent (210) 166
Basic loss per share is calculated by dividing the
loss attributable
to owners of the Parent by the weighted average
number of ordinary
share in issue during the period.
Basic weighted average number
of ordinary shares in issue 669,126,659 235,002
Basic loss per share-cents (0.03) (70.63)
Diluted loss per share-cents (0.03) (70.63)
6. Segment Reporting
The consolidated entity's operating segments have been
determined with reference to the monthly management accounts used
by the chief operating decision maker to make decisions regarding
the consolidated entity's operations and allocation of working
capital.
Due to the size and nature of the consolidated entity, the Board
as a whole has been determined as the chief operating decision
maker.
The consolidated entity operates in one business segment , being
information data technology and infrastructure.
The revenues and results are those of the consolidated entity as
a whole and are set out in the statement of profit and loss and
other comprehensive income. The segment assets and liabilities of
this segment are those of the consolidated entity and are set out
in the Statement of Financial Position.
7. Cash and Cash Equivalents
6 months Year ended
ended 30 31 March
September 2018
2018 US$'000
(Unaudited) US$'000
(Audited)
Current accounts 815 788
There are no restrictions on the cash currently held by the
Group.
8. Trade and Other Receivables
6 months Year ended
ended 30 31 March
September 2018
2018 US$'000
(Unaudited) US$'000
(Audited)
Trade receivables 1,218 1,182
Prepayments/ Deposits 45 -
Total receivables 1,263 1,182
-------------- ------------
9. Inventories
6 months Year ended
ended 30 31 March
September 2018
2018 US$'000
(Unaudited) US$'000
(Audited)
Inventories 310 14
10. Property, Plant and Equipment
Plant and Furniture Lease Improvements Motor Vehicles Total
Machinery and Fixtures
US$'000 US$'000 US$'000 US$'000 US$'000
Period 1 April 2018
to
30 September 2018
Opening net book
value 79 26 1 52 158
Disposals (79) (8) - (52) (139)
Additions - 4 24 105 133
Depreciation charge - (8) - (6) (14)
Foreign exchange - - (1) (1) (2)
Closing net book
value at 30 September
2018 - 14 24 98 136
---------- ------------- ------------------ -------------- -------
At 30 September
2018
Cost - 59 69 214 342
Accumulated depreciation - (45) (45) (116) (206)
---------- ------------- ------------------ -------------- -------
Net book value at
30 September 2018 - 14 24 98 136
---------- ------------- ------------------ -------------- -------
During the period all residual mining assets were divested via
an in-specie distribution to shareholders. Upon acquiring EMS, the
Company increased its net asset position through the issue of
consideration shares to EMS shareholders.
11. Work in Progress
Work Total
in Progress
Cost
As at 1 April 2018 208 208
Additions 61 61
------------- ------
As at 30 September 2018 269 269
Work in progress is brought to account as data infrastructure
projects reach stages of completion. Work in progress is assessed
for impairment. No impairment has been raised as work in progress
is within contractual terms.
12. Intangible Assets
Trade Total
Mark
Opening net book value - -
as at 1 April 2018
Additions 6 -
Amortisation charge - -
------ ------
Closing net book value
as at 30 September 2018 6 6
------ ------
There was no impairment during the period.
13. Subsidiaries
Details of the Company's subsidiaries at 30 September 2018 are
as follows:
Name of Subsidiary Place of Proportion Proportion
Incorporation of Ownership of Voting
Interest Power
Golden Saint Technologies
(Australia) Pty Ltd Australia 100 100
EMS Wiring Systems
Pte Ltd Singapore 100 100
EMS completed a reverse takeover during the period and
accordingly, the presentation of the financial statements
represents the operations of this entity, with the parent entity
treated as a business combination. Financial comparatives are
therefore of EMS Wiring Systems Pte Ltd.
14. 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, Golden Saint Technologies Ltd, is not liable to
corporation tax in BVI, so it has no provision for deferred tax.
However, Golden Saint Technologies (Australia) Pty Ltd is liable to
tax in Australia and EMS Wiring Systems Pte Ltd is liable for tax
in Singapore.
15. 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.
Number of US$
Shares
Authorised
Ordinary shares
Issued and Fully Paid - Common
Shares
At 31 December 2013 420,172,001 48,753,609
Issued during the period 1 January - -
2014 to 30 June 2014
At 30 June 2014 420,172,001 48,753,609
Issued during the period 1 July
2014 to 31 December 2014 60,124,397 1,326,007
At 31 December 2014 480,296,398 50,079,616
Issued during the period 1 January
2015 to 30 June 2015 639,946,772 2,119,902
At 30 June 2015 1,120,243,170 52,199,518
Issued during the period 1 July
2015 to 31 December 2015 1,006,785,674 660,195
At 31 December 2015 2,127,028,884 52,859,713
Issued during the period 1 January
2016 to 30 June 2016 2,374,694,364 1,825,971
At 30 June 2016 4,501,723,248 54,685,684
Issued during the period 1 July
2016 to 31 December 2016 1,333,333,333 391,587
At 31 December 2016 5,835,056,581 55,077,271
Issued during the period 1 January
2017 to 30 June 2017 2,987,200,001 812,370
At 30 June 2017 8,822,256,582 55,868,865
Issued during the period 1 July
2017 to 31 December 2017 2,927,714,286 947,135
At 31 December 2017 11,749,970,868 56,816,000
Issued during the period 1 January
2018 to 31 March 2018 1,220,333,332 259,000
At 31 March 2018 12,970,304,200 57,075,000
Consolidation of share capital
50 to 1 259,406,084 57,075,000
Issued during the period 1 April
to 30 September 2018 614,580,863 2,123,000
At 30 September 2018 873,986,947 59,198,000
Reserves
6 months Year ended
ended 30 31 March
September 2018
2018 US$'000
(Unaudited) US$'000
(Audited)
Foreign Currency Translation Reserve
At Start of Period - -
Movement during the period - -
---------------
At End of Period - -
--------------- ------------
Merger Reserve
At Start of Period - -
Movement during the period (58,945) -
--------------- ------------
At End of Period (58,945) -
--------------- ------------
TOTAL RESERVES
At Start of Period - -
Movement during the period (58,945) -
--------------- ------------
At End of Period (58,945) -
--------------- ------------
16. Non-Controlling Equity Interest
All entities within the group are currently 100% owned and
accordingly a non-controlling interest does not arise.
17. Trade and Other Payables
6 months Year ended
ended 30 31 March
September 2018
2018 US$'000
(Unaudited) US$'000
(Audited)
Trade payables 796 562
Accruals 310 -
Other payables 42 -
Total 1,148 562
-------------- ------------
Trade payables are non-interest bearing and are normally settled
on 60-day terms.
18. Commitments and Contingencies
The Group is subject to no material commitments or contingent
liabilities.
19. Financial Liabilities
6 months Year ended
ended 30 31 March
September 2018
2018 US$'000
(Unaudited) US$'000
(Audited)
Hire Purchase 1 -
Insurance Premiums - -
Total financial liabilities 1 -
-------------- ------------
20. Subsequent Events
On 22(nd) November 2018 the Company placed 121,495,055 new
ordinary shares in the Company and the admission of its entire
share capital, being 995,482,002 ordinary shares of no par value
each ("Ordinary Shares") to the Official List of the UK Listing
Authority ("UKLA") by way of a standard listing under chapter 14 of
the UKLA's Listing Rules and to trading on the main market for
listed securities of the London Stock Exchange.
21. Related Party Transactions
During the period 1 April 2018 to 30 September 2018, there were
no related party transactions other than loans between wholly owned
subsidiaries.
22. 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 table below indicates the currencies to which the Group had
significant exposure at 30 September2018 on its monetary assets and
liabilities. The analysis calculates the effect of a reasonably
possible movement of the currency rate against the US dollar, with
all other variables held constant on the statement of comprehensive
income (due to the fair value of currency sensitive non-trading
monetary assets and liabilities). A positive amount in the table
reflects a potential net increase in the consolidated statement of
comprehensive income.
Currency Held 2018 Change in Effect on Statement
US$'000 Currency of Comprehensive
rate in 10% Income
Singaporean Dollar 807 +/-10 80
Australian Dollar 5 +/-10 0.5
British Pound Sterling 3 +/-10 0.3
23. Liquidity risk
Liquidity risk is the risk that the Group will not be able to
meet its financial obligations as they fall due. Numbers in the
table below represent the gross, contractual, undiscounted amount
payable in relation to the financial liabilities.
The Group monitors its risk to a shortage of funds using a
combination of cash flow forecasts, budgeting and monitoring of
operational performance.
On Demand Less than Three One to TOTAL
US$'000 three months to twelve five years US$'000
US$'000 months US$'000
US$'000
As at 30 September
2018:
Trade and
other payables - 1,106 42 - 1,148
24. Capital management
Capital includes equity attributable to the equity holders of
the parent. Refer to the statement of changes in equity for
quantitative information regarding equity.
The Group's primary objectives when managing capital are to
safeguard its ability to continue as a going concern in order to
provide returns for shareholders. For details of the capital
managed by the Group as at 30 September 2018, please see Note
15.
The Group is not subject to any externally imposed capital
requirements.
25. 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 30
September 2018; therefore, profit or loss and equity would have not
been affected by changes in the interest rate.
A copy of the reviewed results for the six months ended 30
September 2018 is available on the Company's website
www.goldensaint.com.
ENDS
Enquiries
The Company
Pierre Fourie, Managing +44 20 7097
Director London 8926
Australia +61 8 6189 8531
Tone Goh, Executive Chairman Singapore +65 6444 2988
Investor Relations
+44 7949 690
Cassiopeia - Stefania Barbaglio London 338
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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