TIDMGST
RNS Number : 9886T
GSTechnologies Ltd
28 July 2022
28 July 2022
GSTechnologies Limited
("GST" or the "Company" or the "Group")
Results for the year ended 31 March 2022
GSTechnologies Limited (LSE: GST), the fintech and information
technology solutions company, is pleased to announce the Company's
audited results for the year ended 31 March 2022.
Period Highlights
-- Focus on the Company's expansion into blockchain-related
technologies, specifically its plans to launch a borderless
neobanking platform providing next-generation digital money
solutions
-- Collaboration agreement signed with Wise MPay to provide the
Company with software and services to facilitate the Company's
fintech plans
-- Completion of the acquisition of Angra Limited, a UK-based
foreign exchange and payment services company
-- Entering into a legally binding sale and purchase agreement
to acquire the whole of the issued share capital of UAB Glindala, a
holder of a Crypto Currency Exchange Licence registered in
Lithuania
-- Appointment of Jack Bai as CEO, Shayne Tan as COO and Galvin Bai as an Executive Director
-- Three equity fund raises, each at incrementally higher
prices, providing gross proceeds of GBP3.74 million to fund the
Group's fintech expansion plans
Post Period Highlights
-- On 17 July 2022 the Company entered into a binding agreement to sell EMS Wiring Systems
-- Significant further progress in implementing the Group's
stated strategy to roll-out a suite of offerings under its GS Money
banner
CHAIRMAN'S STATEMENT
During the year, the primary focus of the Group was on
developing the 'GS Fintech' subsidiaries in the UK and Singapore,
established just before the start of the financial year. This
involves the Company's expansion into blockchain-related
technologies, specifically its plans to launch a borderless
neobanking platform providing next-generation digital money
solutions. This expansion was undertaken whilst still retaining
sufficient focus on our EMS Wiring Systems Pte Ltd ("EMS Wiring
Systems") business as it recovered from the worst of the Covid-19
pandemic.
GS Fintech
In May 2021 the Company entered into a collaboration agreement
with Wise MPay Pte, Ltd ("Wise MPay"), the Singaporean blockchain
payment solution provider, with a view to Wise MPay providing the
Company with software and services to facilitate the Company's
fintech plans. Under the agreement, Wise MPay is supplying the
Company with a number of standard and bespoke software packages
which include, inter alia, software to enable the Company to
establish a remittance portal (GSend), an eWallet app (GS Money),
Know Your Client (KYC) administration and an encryption engine.
These software packages being supplied by Wise MPay are being
integrated on the Company's cloud server, together with software
supplied by the Company and third-party payment gateway
packages.
Additionally, Wise MPay supplied during the year four enterprise
blockchain consensus nodes that came with 25 million stake tokens
each, based on the Coalculus blockchain platform, to enable
transaction validation on the Coalculus network for transactions
undertaken by GST's proposed customers in US dollars, Euros,
Sterling and Chinese Yuan. On 30 November 2021, we reported that we
had successfully tested all four of the enterprise chains provided
by Wise MPay, together with implementing a mainnet upgrade on the
Coalculus platform, provided by Wise MPay. This marked the launch
of the GS Money protocol. This was followed on 17 December 2021 by
GST receiving 100 million COAL tokens from Wise MPay and the
enabling of the COAL token staking capability on four full nodes
managed by the Company. The web remittance portal and complex
blockchain e-wallet application is currently under development in
conjunction with Wise MPay.
The four digital currencies are strictly pegged to the US
Dollar, the Pound, the Euro and the Yuan which has allowed GST to
carry out transactions through blockchain ledgers, which can be
used in place of wire transfers that generally take several days to
complete. The four enterprise chains work alongside one another to
form a decentralised and highly efficient multicurrency cross
border payment system for digital transactions that utilise the
Coalculus blockchain ledger technology. Additionally, each
enterprise chain's total supply will allow GST to issue up to 10
billion digital currency units.
The future roll-out of GS Money is intended to be focused on
three initial use-cases: international money transfers, borderless
accounts and private stablecoins. GS Money will initially be used
in restricted cross-border payment testing before being gradually
expanded to include commercial activities. Ultimately it is
intended that GS Money will also be focused on private stablecoin.
The objective is to establish public trust, maintain stability, and
enable claims backed by reserves. By establishing a private
stablecoin ecosystem, GST intends to encourage market players to
allow transactions to settle in GS Money digital currencies, as
well as be integrated into various other payment services. The
Company is aware of the regulatory treatment of GS Money's
stablecoins and is exploring the possibility of providing the
proposed services in strategic jurisdictions, including the UK.
On 7 March 2022, just before the period end, we were delighted
to complete the acquisition of Angra Limited ("Angra"), a UK-based
foreign exchange and payment services company. This followed the UK
Financial Conduct Authority ("FCA") approval for the change of
control of Angra.
Angra, which operates under the AngraFX brand name, is an
established FCA approved Authorised Payment Institution ("API"),
conducting fast, secure and low-cost foreign exchange business and
payment services internationally. We intend to utilise Angra as the
basis on which to build the UK arm of the Group's planned
blockchain-enabled neobanking business. Since the completion of the
acquisition Angra has been successfully integrated within the Group
and is trading in line with the GST Board's expectations.
To further enhance the Group's neobanking offerings, the Company
announced on 20 January 2022 that it had entered into a legally
binding sale and purchase agreement to acquire the whole of the
issued share capital of UAB Glindala ("Glindala"), a holder of a
Crypto Currency Exchange Licence registered in Lithuania.
Glindala's Crypto Currency Exchange Licence is supervised by the
Lithuanian Financial Crime Investigation Service ("FCIS") and
completion of the acquisition is subject only to the approval of
the FCIS. The Company understands that approval will be granted
shortly upon the completion of certain administrative matters by
the Lithuanian authorities. The Company believes the exchange will
be a significant enabler for its GS Money stablecoin business,
forming the third pillar for GS Money, and will integrate well with
Angra and its other activities.
During the year the Company has made significant progress in
implementing its stated strategy to roll-out a suite of offerings
under its GS Money and this progress has continued at a rapid pace
post period end.
EMS Wiring Systems
Following the unprecedented events in the previous financial
year with the onset of the Covid-19 pandemic, 2021/22 was a year of
gradual recovery for our EMS Wiring Systems business as the worst
of the pandemic receded. EMS Wiring Systems remained a
predominantly Singapore focused business providing wireless,
electronic cabling, security, and other solutions to clients
operating in the infrastructure development space. Whilst its
revenue for the year recovered to US$4.19 million (2021: US$2.83
million), it continued to be loss making and made a net loss of
US$0.56 million (2021: net loss of US$0.13 million, after receiving
US$0.58 million of Covid-19 related financial assistance from the
Singapore Government).
Post period end on 18 July 2022 the Company announced that on 17
July 2022, it had entered into a binding agreement to sell EMS
Wiring Systems, to Teo Chiah Chiu Raphael ("Raphael Teo"), the
Chairman of EMS. The consideration payable by Raphael Teo for the
entire issued share capital of EMS Wiring Systems, which is
currently held by the Company, will be the transfer to the Company,
by way of a share buyback, of 60,000,000 ordinary shares in GST
held by him. The Company intends to hold the consideration shares
in treasury for future issue or cancellation in due course.
Completion of the disposal is conditional, inter alia, on
completion of the buyback of the consideration shares, and the
Company and EMS Wiring Systems entering into a deed of agreement to
waive all outstanding liabilities between the Company and EMS
Wiring Systems.
We look forward to completing the disposal shortly, which is in
line with our strategy to concentrate on our blockchain enabled
neobanking activities. In particular, it removes a lossmaking
subsidiary from the Group, that is not part of our future plans,
and will enable us to focus all our resources on accelerating the
roll out of our suite of GS Money offerings.
Fund Raising
During the year the Company undertook three fund raises, each
pleasingly at incrementally higher prices to fund its fintech
expansion plans: on 6 September 2021 the Company raised gross
proceeds of GBP1.41 million through a placing of 141,500,000
ordinary shares at a price of 1.0p per share; on 19 November
2021, with a placing of 50,000,000 ordinary shares at a price of
2.0p per share, the Company raised gross proceeds of GBP1.00
million; and on 11 January 2022 a placing and subscription raised
gross proceeds of GBP1.33 million through the issue of 63,576,190
ordinary shares at a price of 2.1p per share.
Management Changes
In October 2021 we were delighted to announce that Mr Bai GuoJin
("Jack Bai"), an existing Executive Director, was appointed as the
Company's new Chief Executive Officer. Jack Bai, who joined the GST
board in January 2021, 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 Wise MPay, the Company's
collaboration partner, and leads the development of the Coalculus
blockchain technology. He is leading the Group's blockchain
technology activities and its plans to launch a borderless
neobanking platform providing next-generation digital money
solutions.
Later in October 2021, we were also delighted to announce that
Mr. Tan Guan Han, Shayne ("Shayne Tan"), an existing Executive
Director, was appointed as the Company's new Chief Operating
Officer. Shayne Tan, who joined the GST board in January 2021,
holds a Bachelor of Business Management Degree from Singapore
Management University and has more than five years of sales,
operations, and management experience in growth-stage companies
operating exclusively within the blockchain and cryptocurrency
sector. He is, alongside Jack Bai, a co-founder of the Coalculus
blockchain platform.
The Company's board was further strengthened from 1 March 2022
with the appointment of Mr Bai Zhencong ("Galvin Bai") as an
Executive Director of the Company. Galvin Bai has over 15 years'
experience in a variety of business development and process
implementation roles, including at All Best Enterprise Pte Ltd, the
Singapore based regulated money transfer and exchange company.
Galvin has considerable experience of the workflows and processes
involved in payment and remittance businesses, including the
implementation of Know Your Client ("KYC") and Anti-Money
Laundering ("AML") processes. Galvin has a degree in Manufacturing
Engineering from Boston University in the USA.
Summary
The year to 31 March 2022 was a pivotal one for the Company and
one in which we made great progress in implementing our strategy to
drive forward our GS Fintech plans. With the signing of the
collaboration agreement with Wise Mpay we have been able to access
the required knowledge and resources to build a world-class
blockchain-enabled neobanking platform. The acquisition of Angra,
completed just before the end of the financial year, has added an
established UK platform for our activities and coupled with the
anticipated completion of the acquisition of Glindala shortly we
believe we are very well positioned for the next stage of our
development with the role out of our GS Money offerings
commercially.
In closing I would like to take the opportunity to thank all our
staff for their outstanding commitment and hard work during the
year, and our shareholders for their continuing support. GST has
come a long way in a very short period of time and I believe we are
very well positioned to roll out our borderless neobanking
platform. Following the completion of the disposal of EMS Wiring
Systems the Group will be able to focus all its resources on
developing its blockchain enabled neobanking activities and it will
be a 'pure play' fintech group. I look forward to the remainder of
2022 and beyond with confidence.
Tone Kay Kim GOH
Chairman
FINANCIAL REVIEW
The Group's financial statements include a full 12-month
contribution from EMS Wiring Systems and Angra has been
consolidated from 7 March 2022.
Income Analysis
For the 12-months ended 31 March 2022 the Company had operating
revenue of US$4.24 million (2021: US$2.83 million). The Group's
operating loss before tax for the financial year is US$1.43
million, compared to the operating loss incurred in previous
financial year of US$0.50 million. In addition, the Group received
grants and other income during the year of US$0.24 million (2021:
US$0.58 million), leading to total income recognised in the year of
US$4.47 million (2021: US$3.41 million).
Angra for the period from 7 March to 31 March 2022 had US$10.28
million in transaction volume, which contributed US$0.05 million in
revenue to the Group. EMS Wiring Systems, despite slowly recovering
sales to record US$4.19 million for the year (2021: US$2.83
million), remained loss making due to margin pressures, bad debts
and the requirement for continued research and development.
Balance Sheet Analysis
Net assets as at 31 March 2022 amounted to US$6.01 million
(2021: US$1.82 million).
As at 31 March 2022, the Group had available cash of US$5.10
million, an increase of US$3.36 million from the preceding
financial year (2021: US$1.74 million) due to new share issuance
proceeds during the year.
The Directors believe that the Group is in a stable financial
position and has the financial resources to enable it to expand and
grow its current operations and meet all its current liabilities,
together with the ability to access further capital should an
appropriate need arise.
Enquiries:
The Company
Tone Goh, Executive Chairman +65 6444 2988
Financial Adviser
VSA Capital Limited +44 (0)20 3005 5000
Simon Barton / Pascal Wiese
Broker
ETX Capital +44 (0)20 7392 1400
Tom Curran / Thomas Smith
Financial PR & Investor Relations
IFC Advisory Limited +44 20 (0) 3934 6630
gst@investor-focus.co.uk
Tim Metcalfe / Graham Herring / Florence
Chandler
For more information please see:
https://gstechnologies.co.uk/
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND COMPREHENSIVE
INCOME
For the financial year ended 31 March 2022
Notes 2022 2021
US$'000 US$'000
Net operating income
Sales 6 4,238 2,830
Other income 236 578
------------------------------ -----------------------------
4,474 3,408
Net operating expense
Continuing Operations 7 (5,903) (3,903)
Foreign exchange loss (1) (0)
------------------------------ -----------------------------
Operating loss (1,430) (495)
Income tax expense - 5
Net loss for the year (1,430) (490)
------------------------------ -----------------------------
Other comprehensive loss
Movement in foreign exchange
reserve (105) 156
------------------------------ -----------------------------
Total comprehensive loss
for the year (1,535) (334)
Net Loss for the year attributable
to:
Equity holders for the parent (1,430) (490)
Non-controlling interest - -
------------------------------ -----------------------------
Total comprehensive loss for the year attributable
to:
Equity holders for the parent (1,535) (334)
Non-controlling interest 21 - -
------------------------------ -----------------------------
(Loss)/Earnings per share attributable
to members
of the Parent
Basic (loss) per share 10 (0.00106) (0.00041)
Diluted (loss) per share 10 (0.00105) (0.00041)
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at 31 March 2022
Notes 2022 2021
US$'000 US$'000
ASSETS
Current assets
Cash and cash equivalents 12 5,104 1,742
Trade and other receivables 13 2,445 2,081
Other Assets 299 299
Work in progress 16 32 193
Inventories 14 16 18
Total current assets 7,896 4,333
------------------------ ------------------------
Non-current assets
Property, plant and equipment 15 270 275
Intangible Assets 17 44 6
Total non-current assets 314 281
------------------------ ------------------------
TOTAL ASSETS 8,210 4,614
------------------------ ------------------------
EQUITY
Share Capital 20 7,795 2,077
Reserves (815) (710)
Retained Earnings (973) 457
Total Equity 6,007 1,824
------------------------ ------------------------
Equity attributable to owners
of the parent 6,007 1,824
Non-controlling equity interest 21 - -
6,007 1,824
------------------------ ------------------------
LIABILITIES
Current liabilities
Trade and other payables 22 894 1,006
Lease liabilities 15 66 129
Loans payable 23 502 445
Total current liabilities 1,462 1,580
------------------------ ------------------------
Non-current liabilities
Lease Liabilities 15 42 -
Loans payable 23 699 1,210
Total current liabilities 741 1,210
------------------------ ------------------------
Total Liabilities 2,203 2,790
------------------------ ------------------------
TOTAL EQUITY & LIABILITIES 8,210 4,614
------------------------ ------------------------
CONSOLIDATED STATEMENT OF CASH FLOWS
For the financial year ended 31 March 2022
Notes 2022 2021
US$'000 US$'000
CASH FLOWS FROM OPERATING ACTIVITIES
Loss before taxation from operations (1,430) (495)
Adjustments:
Depreciation of property, plant
and equipment 162 180
Exchange loss (0) -
Goodwill (38) -
-------------------------- --------------------------
Operating loss before working
capital changes (1,306) (315)
Decrease/(Increase) in inventories 2 (5)
Decrease/(Increase) in trade and
other receivables (364) (880)
Decrease in capital work in
progress 161 54
(Decrease)/Increase in trade
and other payables (251) 285
-------------------------- --------------------------
Net cash flow used in operating
activities (1,758) (861)
CASH FLOWS FROM INVESTING ACTIVITIES
Addition property, plant and
equipment (159) (160)
Proceeds from disposal of property, - -
plant and equipment
-------------------------- --------------------------
Net cash flow from investing
activities (159) (160)
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of new shares 5,718 273
Principal elements of lease
payments 118 118
Increase in loans payable (454) 1,655
Forex reserves (103) 156
-------------------------- --------------------------
Net cash flow from financing
activities 5,279 2,202
Net increase/(decrease) in cash
and cash equivalents 3,362 1,181
-------------------------- --------------------------
Cash and cash equivalents at beginning
of the year 1,742 561
-------------------------- --------------------------
Cash and cash equivalents at
end of the year 12 5,104 1,742
-------------------------- --------------------------
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the financial year ended 31 March 2022
Shareholder FX Reserve Retained Total
Capital Earnings
2022 CONSOLIDATED US$'000 US$'000 US$'000 US$'000
-------------------------- ----------------- ----------- ----------- -----------
Balance at 1 April 2021 2,077 (710) 457 1,824
Comprehensive Income
Loss for the year - - (1,430) (1,430)
Other comprehensive loss
for the year - (105) - (105)
----------------- ----------- ----------- -----------
Total comprehensive loss
for the year - (105) (1,430) (1,535)
Transactions with owners
in their
capacity as owners:
Shares issued during the
year 5,718 - - 5,718
----------------- ----------- ----------- -----------
5,718 - - 5,718
Balance at 31 March 2022 7,795 (815) (973) 6,007
----------------- ----------- ----------- -----------
Shareholder FX Reserve Retained Total
Capital Earnings
2021 CONSOLIDATED US$'000 US$'000 US$'000 US$'000
-------------------------- ----------------- ----------- ----------- -----------
Balance at 1 April 2020 1,804 (866) 947 1,885
Comprehensive Income
Loss for the year - - (490) (490)
Other comprehensive loss
for the year - 156 - 156
----------------- ----------- ----------- -----------
Total comprehensive loss
for the year - 156 (490) (334)
Transactions with owners
in their
capacity as owners:
Shares issued during the
year 273 - - 273
----------------- ----------- ----------- -----------
273 - - 273
Balance at 31 March 2021 2,077 (710) 457 1,824
----------------- ----------- ----------- -----------
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the financial year ended 31 March 2022
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 2022 were authorised
for issue in accordance with a resolution of the Directors on 27
July 2022. The shares of the Company are publicly traded on the
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 issued by the International Accounting
Standards Board (IASB) as adopted by the European Union (EU) as
they apply to the financial statements of the Group for the year
ended 31 March 2022.
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 2022, 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).
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 2022, the Group held cash reserves of $5.10 million
(2021: 1.74 million).
The Directors believe that there are sufficient funds to meet
the Group's working capital requirements.
The Group recorded a loss of US$1.43 million for the year ended
31 March 2022 and had net assets of US$6.01 million as at 31 March
2022 (2021: loss of $0.49 million and net assets of US$1.82
million).
With the disposal of the unprofitable subsidiary EMS, the
continuing subsidiaries will be Angra Ltd and GS Fintech
subsidiaries which are expected to contribute profit to the
Group.
Accruals
Management have used judgement and prudence when estimating
certain accruals for contractor claims. The accruals recognised are
based on work performed but are before settlement.
Contingencies
By their nature, contingencies will only be resolved when one or
more uncertain future events occur or fail to occur. The assessment
of the existence, and potential quantum, of contingencies
inherently involves the exercise of significant judgement and the
use of estimates regarding the outcome of future events. Please
refer to Note 25 for further details.
The preparation of the Company's financial statements requires
management to make judgements, estimates and assumptions that
affect the reported amounts of revenues, expenses, assets and
liabilities, and the disclosure of contingent liabilities at the
end of each reporting period. Uncertainty about these assumptions
and estimates could result in outcomes that require a material
adjustment to the carrying amount of the asset or liability
affected in the future periods.
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.
Revenue recognition
The Company uses the percentage-of-completion method to account
for its contract revenue. The stage of completion is measured in
accordance with the accounting policy stated in Note 5. Significant
assumptions are required in determining the stage of completion,
the extent of the contract cost incurred, the estimated total
contract cost and the recoverability of the contracts. In making
these assumptions, management has relied on past experience and the
work of specialists.
Significant judgement is also required to assess allowance made
for foreseeable losses, if any, where the contract cost incurred
for any job exceeds its contract sum. The carrying amounts of
contract balances at the reporting date are disclosed in Note 16 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.
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:
Plant and machinery 2 to 10 years
Motor Vehicles 2 to 10 years
Fixtures and 3 years
fittings
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
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 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.
ECLs are recognised in two stages. For credit exposures for
which there has not been a significant increase in credit risk
since initial recognition, ECLs are provided for credit losses that
result from default events that are possible within the next
12-months (a 12-month ECL). For those credit exposures for which
there has been a significant increase in credit risk since initial
recognition, a loss allowance is recognised for credit losses
expected over the remaining life of the exposure, irrespective of
timing of the default (a lifetime ECL).
For trade receivables and contract assets, the Company applies a
simplified approach in calculating ECLs. Therefore, the Company
does not track changes in credit risk, but instead recognises a
loss allowance based on lifetime ECLs at each reporting date. The
Company has established a provision matrix that is based on its
historical credit loss experience, adjusted for forward-looking
factors specific to the debtors and the economic environment which
could affect debtors' ability to pay.
The Company considers a financial asset in default when
contractual payments are past due for more than 90 days. However,
in certain cases, the Company may also consider a financial asset
to be in default when internal or external information indicates
that the Company is unlikely to receive the outstanding contractual
amounts in full before taking into account any credit enhancements
held by the Company. A financial asset is written off when there is
no reasonable expectation of recovering the contractual cash
flows.
Non-financial assets
The carrying amounts of the Company's non-financial assets,
other than inventories, are reviewed at each reporting date to
determine whether there is any indication of impairment. If any
such indication exists, then
the asset's recoverable amount is estimated. An impairment loss
is recognised if the carrying amount of an asset or its related
cash-generating unit (CGU) exceeds its estimated recoverable
amount.
The recoverable amount of an asset or CGU is the greater of its
value in use and its fair value less costs to sell. For the purpose
of impairment testing, the recoverable amount is determined on an
individual asset basis unless the asset does not generate cash
inflows that are largely independent of those from other assets. If
this is the case, the recoverable amount is determined for the CGU
to which the asset belongs. If the recoverable amount of the asset
(or CGU) is estimated to be less than its carrying amount, the
carrying amount of the asset (or CGU) is reduced to its recoverable
amount.
The difference between the carrying amount and recoverable
amount is recognised as an impairment loss in profit or loss.
An impairment loss for an asset other than goodwill is reversed
only if, there has been a change in the estimates used to determine
the asset's recoverable amount since the last impairment loss was
recognised. The carrying amount of this asset is increased to its
revised recoverable amount, provided that this amount does not
exceed the carrying amount that would have been determined (net of
any accumulated amortisation or depreciation) had no impairment
loss been recognised for the asset in prior years.
A reversal of impairment loss for an asset other than goodwill
is recognised in profit or loss.
Trade and other payables
Trade and other payables are non-derivative financial
liabilities that are not quoted in an active market. It represents
liabilities for goods and services provided to the Group prior to
the year end and which are unpaid. These amounts are unsecured and
have 7-30 day payment terms. Trade and other payables are presented
as current liabilities unless payment is not during within 12
months from the reporting date. They are recognised initially at
their fair value and subsequently measured at amortised cost using
the effective interest method.
Interest-bearing loans and borrowings
Interest-bearing loans and borrowings are recognised initially
at fair value, net of transaction costs incurred. Borrowings are
subsequently carried at amortised cost using the effective interest
(EIR) method. The fair value implies the rate of return on the debt
component of the facility. This rate of return reflects the
significant risks attaching to the facility from the lenders'
perspective.
Determination of Fair Values
A number of the Company's accounting policies and disclosures
require the determination of fair value, for both financial and
non-financial assets and liabilities. Fair values have been
determined for measurement and/or disclosure purposes based on the
following methods. When applicable, further information about the
assumptions made in determining fair values is disclosed in the
notes specific to that asset or liability.
Trade and other receivables
The fair values of trade and other receivables are estimated as
the present value of future cash flows, discounted at the market
rate of interest at the measurement date. Current receivables with
no stated interest rate are measured at the original invoice amount
if the effect of discounting is immaterial. Fair value is
determined at initial recognition and, for disclosure purposes, at
each annual reporting date.
Non-derivative financial liabilities
Non-derivative financial liabilities are measured at fair value
at initial recognition and for disclosure purposes, at each annual
reporting date. Fair value is calculated based on the present value
of future principal and interest cash flows, discounted at the
market rate of interest at the measurement date.
Other financial assets and liabilities
The carrying amount of financial assets and liabilities with a
maturity of less than one year is assumed to approximate their fair
values.
Provisions
Provisions are measured at the present value of management's
best estimate of the expenditure required to settle the present
obligation at the end of the reporting period. The discount rate
used to determine the present value is a pre-tax amount that
reflects current market assessments of the time value of money, and
the risks specific to the liability. The increase in the provision
due to the passage of time is recognised as interest expense.
Finance income
Interest income is made up of interest received on cash and cash
equivalents.
Income tax
Tax expense comprises current and deferred tax. Current tax and
deferred tax is recognised in profit or loss except to the extent
that it relates to a business combination, or items recognised
directly in equity or in other comprehensive income.
Current tax is the expected tax payable or receivable on the
taxable income or loss for the year, using tax rates enacted or
substantively enacted at the reporting date, and any adjustment to
tax payable in respect of previous years.
Deferred income tax is provided using the balance sheet method
on temporary differences at the reporting date between the tax
bases of assets and liabilities and their carrying amounts for
financial reporting purposes.
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 based on the 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 parties.
Revenue is recognised when the Company satisfies a performance
obligation by transferring a promised good or service to the
customer, which is when the customer obtains control of the good or
service. A performance obligation may be satisfied at a point in
time or over time. The amount of revenue recognised is the amount
allocated to the satisfied performance obligation.
Rendering of services
Revenue from rendering of services is recognised as performance
obligations are satisfied. Payments are due from customers based on
the agreed billing milestone stipulated in the contracts or based
on the amounts certified by the customers.
Where performance obligations are satisfied over time as work
progresses, revenue is recognised progressively based on the
percentage of completion method. The stage of completion is
assessed by reference to the cost incurred relative to total
estimated costs (input method). The related costs are recognised in
profit or loss when they are incurred, unless they relate to future
performance obligations.
If the value of services rendered for the contract exceeds
payments received from the customer, a contract asset is recognised
and presented separately on the balance sheet. The contract assets
are transferred to receivables when the entitlement to payment
becomes unconditional. If the amounts invoiced to the customer
exceeds the value of services rendered, a contract liability is
recognised and separately presented in the statement of financial
position.
Interest Income
Interest income is recognised using the effective interest
method. When a receivable is impaired, the Group reduces the
carrying amount to its recoverable amount, being the estimated
future cash flow discounted at the original effective interest rate
of the instrument, and continues unwinding the discount as interest
income.
Contract assets and liabilities
Contract assets primarily relate to the Company's rights to
consideration for work completed but not billed at the reporting
date on project work. Contract assets are transferred to trade
receivables when the rights become unconditional. This usually
occurs when the Company invoices the customer.
Contract liabilities primarily relate to advance consideration
received from customers and progress billings issued in excess of
the Company's rights to the consideration.
6. Revenue
2022 2021
US$'000 US$'000
Rendering of services 4,193 2,830
Transfer Fees and Charges 45 -
----------------------------- ----------------------------
4,238 2,830
----------------------------- ----------------------------
Transaction fees and charges are from the newly acquired Angra
Ltd with transaction volume of US$10.28 million for period 7-31
March.
The disaggregation of revenue is as follows:
2022 2021
US$'000 US$'000
Singapore 4,193 2,830
UK and others 45 -
----------------------------- ----------------------------
4,238 2,830
----------------------------- ----------------------------
7. Net Operating Expenses
2022 2021
US$'000 US$'000
Continuing Operations
Costs of goods sold 2,012 1,118
Employee Cost 2,538 1,951
Travel Expenses 5 1
Admin Expense 594 455
Lease Expenses 24 - 5
Distribution, Advertising
and promotion 32 18
General Expenses 66 33
Depreciation of property plant
and equipment 162 170
Doubtful accounts 71 -
Interest on lease expenses 3 9
Occupancy costs 64 19
Finance costs 332 134
5,903 3,903
----------------------------- -----------------------------
8. Key management personnel
2022 2021
US$'000 US$'000
Directors' emoluments 391 229
-------- --------
9. Employee cost
2022 2021
US$'000 US$'000
Wages and salaries 749 479
Wages and salaries - Cost of sales 1,583 1,226
Staff welfare and other employee costs 206 246
-------- --------
Total 2,538 1,951
-------- --------
10. Earnings per share
2022 2021
US$'000 US$'000
Loss for the period attributable to
members (1,430) (490)
Basic earnings per share is calculated by
dividing the profit attributable to owners
of the Parent by the weighted average number
of ordinary share in issue during the year.
Basic weighted average number of ordinary
shares in issue 1,354,950,456 1,028,482,002
Basic loss per share-cents (0.00106) (0.00041)
Diluted loss per share-cents (0.00105) (0.00041)
11. Segment Reporting
The consolidated entity's operating segments have been
determined with reference to the monthly management accounts used
by the chief operating decision maker to make decisions regarding
the consolidated entity's operations and allocation of working
capital.
Due to the size and nature of the consolidated entity, the Board
as a whole has been determined as the chief operating decision
maker.
The consolidated entity operates in one business segment, being
information data technology and infrastructure.
The revenues and results are those of the consolidated entity as
a whole and are set out in the statement of profit and loss and
other comprehensive income. The segment assets and liabilities of
this segment are those of the consolidated entity and are set out
in the Statement of Financial Position.
12. Cash and cash equivalents
2022 2021
US$'000 US$'000
Cash at bank 5,104 1,742
======== ========
13. Trade and Other Receivables
2022 2021
US$'000 US$'000
Trade receivables 814 1,291
Less: Allowance for expected (71) -
credit losses
----------------------------- ----------------------------
743 1,291
----------------------------- ----------------------------
Advances to supplier (i) 1,287 -
Due from related party (see 258 -
note 26)
Other receivables 157 790
2,445 2,081
============================= ============================
(i) The collaboration agreement with Wise Mpay to supply the
Company with software and services for its fintech plans is
reflected as advances to supplier pending completion. The web
remittance portal and complex blockchain e-wallet application is
currently under development and is still a work in progress.
14. Inventories
2022 2021
US$'000 US$'000
Inventories 329 334
Less: Allowance for inventory obsolescence (313) (316)
--------- --------
16 18
========= ========
The movement in the allowance for inventory obsolescence is as
follows:
2022 2021
US$'000 US$'000
Balance at beginning of year 316 290
Additional allowance for inventory obsolescence -3 26
-------- --------
Balance at end of year 313 316
======== ========
15. Property, plant and equipment
Right-of-Use Building Furniture Vehicle Total
Assets and improvts & Office
Equipment
US$'000 US$'000 US$'000 US$'000 US$'000
Cost
As at 31 March
2020 169 46 502 148 865
Impact of IFRS
16 (Note 4) 124 - - - 124
Additions /
Transfer
in - - 7 - 7
Disposal / - - - - -
Write-off
Adjustments/Forex
translation 10 7 20 (8) 29
----------------- ----------------- ----------------- ----------------- -----------------
As at 31 March
2021 303 53 529 140 1025
Additions /
Transfer
in 103 - 56 - 159
Disposal / - - - - -
Write-off
Adjustments/Forex
translation (3) (1) (4) (1) (9)
----------------- ----------------- ----------------- ----------------- -----------------
As at 31 March
2022 403 52 581 139 1,175
Right-of-Use Building Furniture Vehicle Total
Assets and improvts & Office
Equipment
US$'000 US$'000 US$'000 US$'000 US$'000
Accumulated
depreciation
As at 31 March
2020 55 39 401 75 570
Charge for the
year 120 3 34 13 170
Disposal/Write-off - - - - -
Adjustments/Forex
translation 3 8 13 (14) 10
----------------- ----------------- ----------------- ----------------- -----------------
As at 31 March
2021 178 50 448 74 750
Charge for the
year 119 3 30 10 162
Disposal/Write-off - - - - -
Adjustments/Forex
translation (1) (1) (4) (1) (7)
----------------- ----------------- ----------------- ----------------- -----------------
As at 31 March
2022 296 52 474 83 905
Net book value
As at 31 March
2021 125 3 81 66 275
================= ================= ================= ================= =================
As at 31 March
2022 107 - 107 56 270
================= ================= ================= ================= =================
Lease liabilities recognized in the balance sheet
The balance sheet shows the following amounts relating to lease
liabilities
2022 2021
US$'000 US$'000
Current 66 129
Non-current 42 -
-------- --------
108 129
-------- --------
Amounts recognized in the statement of profit or loss
The statement of profit or loss shows the following amounts
relating to leases:
2022 2021
US$'000 US$'000
Depreciation 126 120
Interest expense 4 9
-------- --------
129 129
-------- --------
16. Work in progress
2022 2021
US$'000 US$'000
Contract assets 32 193
The contract assets primarily relate to the Company's rights to
consideration for work completed but not billed at the reporting
date. If the value of services rendered exceeds payments received
from the customer, a contract asset is recognised and presented
separately. The contract asset is transferred to receivables when
the entitlement to payment becomes unconditional.
The contract liabilities primarily relate to advance
consideration received from customers for contract revenue. If the
amounts invoiced to the customer exceeds the value of services
rendered, a contract liability is recognised and presented
separately.
The changes in contract balances are due to the differences
between the agreed payment schedule and progress of project
work.
17. Intangible Assets
2022 2021
US$'000 US$'000
Cost as at 1 April and 31 March 44 6
======== ========
Fair value :
As at 1 April 6 6
-------- --------
Angra acquisition /Goodwill 38 -
-------- --------
As at 31 March 44 6
======== ========
There was no impairment during the period.
The acquisition of Angra Limited for GBP800,000 on March 7, 2022
resulted in the creation of goodwill. Angra Limited is a UK
Financial Conduct Authority (FCA) accredited Authorised Payment
Institution ("API"), which runs under the AngraFX brand name.
US$'000
Consideration paid 1,058
Less: Fair value of net assets acquired 1,019
Goodwill 38
18. Subsidiaries
Details of the Company's subsidiaries on 31 March 2022 are as
follows:
Name of Subsidiary Place of 2022 2021 Ownership
Incorporation Ownership Interest and
Interest and voting power
voting power
Golden Saint Technologies
(Australia) Pty Ltd Australia 100 100
EMS Wiring Systems Pte.
Ltd Singapore 100 100
GS Fintech Ltd UK 100 100
GS Fintech Pte Ltd Singapore 100 100
Angra Limited (see note UK 100 -
17 for details of the
acquisition)
19. 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,
GSTechnologies (Australia) Pty Ltd is liable to tax in Australia
and EMS is liable for tax in Singapore.
2022 2021
US$'000 US$'000
Current income tax - -
Adjustments for prior year - -
-------- --------
- -
Deferred tax expenses (5) (5)
-------- --------
(5) (5)
======== ========
The tax expense on the results of the financial year for the
Company varies from the amount of income tax determined by applying
the Singapore statutory rate of income tax on Company's profit.
20. 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 Shares US$'000
Authorised
Ordinary Shares
As at 31 Mar
2021 1,193,482,002 2,077
Issues during the period
1 April 2021 to 31 March
2022 355,076,190 5,718
--------------------- --------
As at 31 March
2022 1,548,558,192 7,795
--------------------- --------
21. Non-controlling equity interest
All entities within the group are currently 100% owned and
accordingly a non-controlling interest does not arise.
22. Trade and other payables
2022 2021
US$'000 US$'000
Trade payables 218 471
Accruals 338 502
Unearned revenue 301 -
Other payables 37 33
Lease liabilities 66 129
-------- --------
894 1,006
-------- --------
Trade payables are non-interest bearing and are normally settled
on 60-days terms.
23. Loans Payable
Term Amount Interest Current Non-current
rate
Loan 1 5 yrs 977 2.5% pa 324 653
Loan 2 3 yrs 224 4.5% pa 178 46
------------------ --------------- ----------------------
1,201 502 699
================== =============== ======================
24. Auditor renumeration
During the financial year the following fees were paid or
payable for services provided by Elderton Pty Ltd, the auditor of
the Group:
2022 2021
US$'000 US$'000
Audit Services
Audit of financial statements 19 16
----------------------------- ----------------------------
Other Services
Acting Reporting Accountant 13 -
- Prospectus
----------------------------- ----------------------------
25. Commitments and Contingencies
The Group is subject to no material commitments or contingent
liabilities.
26. Related party transactions
The following is the significant related party transactions
entered into by the Company with related parties on terms agreed
between the parties:
2022 2021
US$'000 US$'000
Loans/Advances with related 258 -
parties
---------------------------- ----------------------------
27. Financial risk management objectives and policies
The Group's activities expose it to a variety of financial
risks. The Group's Board provides certain specific guidance in
managing such risks, particularly as relates to credit and
liquidity risk. Any form of borrowings requires approval from the
Board and the Group does not currently use any derivative financial
instruments to manage its financial risks. The key financial risks
and the Group's major exposures are as follows:
Credit risk
The maximum exposure to credit risk is represented by the
carrying amount of the financial assets. In relation to cash and
cash equivalents, the Group limits its credit risk with regards to
bank deposits by only dealing with reputable banks. In relation to
sales receivables, the Group's credit risk is managed by credit
checks for credit customers and approval of letters of credit by
the Group's advising bank.
Foreign Currency Risk
Currency risk is the risk that the value of a financial
instrument will fluctuate due to changes in foreign exchange rates.
The company is exposed to currency risk on sales and purchases,
that are denominated in foreign currencies.
28. Liquidity risk
Liquidity risk is the risk that the Group will not be able to
meet its financial obligations as they fall due. Numbers in the
table below represent the gross, contractual, undiscounted amount
payable in relation to the financial liabilities.
The Group monitors its risk to a shortage of funds using a
combination of cash flow forecasts, budgeting and monitoring of
operational performance.
Less Three
than three to twelve One to
On Demand months months five years Total
US$'000 US$'000 US$'000 US$'000 US$'000
As at 31 March
2022:
Trade and other
payables 613 347 - 960
29. 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.
The Group is not subject to any externally imposed capital
requirements.
30. Capital management
The Company manages its capital to ensure that it will be able
to continue as a going concern while maximising the returns to
shareholders through the optimisation of the debt and equity
balance.
Capital consists of total equity.
The directors review the capital structure on an ongoing basis.
As a part of the review, the directors consider the cost of capital
and the risks associated with each class of capital. Based on the
recommendation of the directors, the Company will balance its
overall capital structure through the payment of dividends, new
share issues as well as the issue of new debts or the redemption of
existing debt.
There were no changes in the Company's approach to capital
management during the year.
The Company is registered with the Building and Construction
Authority in Singapore and is required to maintain certain minimum
capital and net worth. The Company has complied with the applicable
capital requirements for the financial years ended 31 March 2022
and 31 March 2021.
31. Interest rate risk
Interest rate risk is the risk that the fair value or future
cash flows of a financial instrument will fluctuate because of
changes in market interest rates. A sensitivity analysis is not
presented, as all borrowing costs have been capitalised as at 31
March 2022; therefore, profit or loss and equity would have not
been affected by changes in the interest rate.
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