TIDMGST
RNS Number : 7063H
GSTechnologies Ltd
31 July 2023
31 July 2023
GSTechnologies Limited
("GST" or the "Company" or the "Group")
Results for the year ended 31 March 2023
GSTechnologies Limited (LSE: GST), the fintech company , is
pleased to announce the Company's audited results for the year
ended 31 March 2023.
The Company's Annual Report for the financial year ending 31
March 2023 will shortly be available on the Company's website at
https://www.gstechnologies.co.uk/annual-reports .
Highlights
-- First full year reporting period following the completion
of the acquisition of Angra Limited ("Angra") in February
2022, a UK-based foreign exchange and payment services
company
-- Completion of the acquisition of UAB Glindala ("Glindala"),
a holder of a Crypto Currency Exchange Licence registered
in Lithuania, in August 2022
-- Completion of the disposal of EMS Wiring Systems Pte
Ltd ("EMS"), a non-core loss-making business, to a member
of its management team, in September 2022
-- GS20 Exchange soft launch
-- Net loss for the year of US$1,628,000 (2022: US$1,430,000
loss) as loss making EMS consolidated until completion
of its disposal and the Company continued to invest in
developing its GS Money solutions
-- As of 31 March 2023, the Company had US$4,252,000 in
cash and cash equivalents (31 March 2022: US$5,104,000)
Post Period Highlights
-- Company admitted to UK Financial Conduct Authority ("FCA")
Innovation Pathway Programme to assist the progression
of its GS Money Stablecoin plans
-- Company entered into a legally binding sale and purchase
agreement on 20 July 2023 to acquire the entire issued
share capital of PAYPT Finance Ltd ("PAYPT"), a Canadian
company holding a Canadian Money Services Business ("MSB")
licence. The acquisition is subject to approval by the
Financial Transactions and Reports Analysis Centre of
Canada ("FINTRAC"), the regulatory authority overseeing
financial transactions in Canada.
CHAIRMAN'S STATEMENT
During the year GST made further significant progress as the
Company focused on its plans to launch a borderless neobanking
platform providing next-generation digital money solutions. In
particular, the disposal of EMS, completed in September 2022, has
removed a loss-making business from the Group and has transformed
GST to be a 'pure play' fintech group.
GS Fintech
The primary focus for the Group has, since early 2021, been on
the 'GS Fintech' subsidiaries in the UK and Singapore and the
Company's expansion into blockchain related technologies applied to
the financial services sector, specifically its plans to launch a
borderless neobanking platform providing next-generation digital
money solutions. During the year the Company has made significant
progress in implementing its stated strategy to roll-out a suite of
offerings under its GS Money banner based on three initial
use-cases: international money transfers, borderless accounts, and
private stablecoin.
Following the completion of the acquisition of Angra, a UK-based
foreign exchange and payment services company, in March 2022, Angra
has been successfully integrated within the Group and was a
consolidated subsidiary throughout the year.
Angra, which operates under the AngraFX brand name, is an
established Financial Conduct Authority ("FCA") approved Authorised
Payment Institution ("API"), conducting fast, secure, and low-cost
foreign exchange business and payment services internationally, the
first pillar of GS Money. Angra has provided the Group with an
operating business in the UK and an API licence in order to be able
to connect to traditional banking payment systems and agent
networks, operate a remittance business in the UK and ultimately
grow revenues from the stablecoin network and applications that are
being developed. During the first full year as part of the Group,
Angra performed well and in line with the Board's expectations.
On 24 August 2022, the Company completed the acquisition of
Glindala, a holder of a Crypto Currency Exchange Licence,
registered in Lithuania. Glindala's Crypto Currency Exchange
Licence is supervised by the Lithuanian Financial Crime
Investigation Service ("FCIS") and it covers two types of crypto
activities, cryptoasset exchange services, both crypto-fiat and
crypto-crypto, and cryptoasset depository wallet services,
including generating and storing encrypted client keys.
Following the acquisition of Glindala, GST entered into an
agreement with an exchange infrastructure technology partner to
provide the technology and software to run the exchange and
integrate it with the Company's other offerings. This led to the
soft launch of the Company's GS20 cryptoasset exchange in November
2022. Glindala has also been renamed to GS Fintech UAB, trading as
the GS20 Exchange. GS Fintech UAB is being led by Shayne Tan, the
Company's COO, who has been appointed as the CEO of the GS20
Exchange.
The GS20 Exchange is offering spot trading and over-the-counter
trading desk services for popular cryptoassets, although it is not
a pure cryptocurrency exchange, so users will see greater
technology integration with regulated stablecoins as well as the
introduction of more convenient onramp and offramp services for
those stablecoins in due course. The GS20 Exchange has initially
been open to a controlled group of retail account holders, as well
as a select number of institutional participants, including
existing customers of Angra. The soft launch period has progressed
in accordance with the Company's plans and valuable feedback has
been received from the initial participants. Development of the
GS20 cryptoasset exchange continues, utilising the substantive data
provided during the soft launch period and the Company anticipates
a wider rollout of the GS20 exchange in the second half of
2023.
As a further key pillar of the stablecoin activities that the
Group intends to carry out in strategic jurisdictions, including
the UK, the Company applied to the FCA for the Company's
stablecoins to be admitted to the FCA Regulatory Sandbox. Post
period end, as announced on 30 June 2023, the Company was informed
by the FCA that they had concluded that the Company's stablecoin
application for admission to the FCA Regulatory Sandbox does not
currently meet the FCA's strict criteria for admission to the FCA
Regulatory Sandbox. As an alternative the FCA offered the Company a
place on their Innovations Pathway programme, an initiative
designed to support financial services firms in launching
innovative products and services, which the Company has accepted.
Under the FCA Innovation Pathway programme, the Company will be
provided with a dedicated FCA case officer, with a comprehensive
range of support services, designed to assist GST to further
develop the appropriate path for the progression of its stablecoin
plans. This may involve a future Regulatory Sandbox application or
preparation for regulatory authorisation without the need for
supervised testing.
Although the Company initially viewed admission of its
stablecoins to the FCA Regulatory Sandbox as an appropriate next
step, the Innovations Pathway programme will enable GST to benefit
further from the guidance of the FCA and progress its stablecoin
plans.
After the year end, on 20 July 2023, the Company entered into a
legally binding sale and purchase agreement to acquire the entire
issued share capital of PAYPT Finance Ltd ("PAYPT"), a Canadian
company holding a Canadian Money Services Business ("MSB") licence.
The acquisition is subject to approval by the Financial
Transactions and Reports Analysis Centre of Canada ("FINTRAC"), the
regulatory authority overseeing financial transactions in
Canada.
The MSB license held by PAYPT encompasses a range of financial
activities, including: foreign exchange dealing; cryptoasset
dealing; money transfer services; and authorizations for the
issuance of debit cards and IBANs. Subject to FINTRAC's approval of
the change of control, the Group plans to rename PAYPT to Angra
Global Ltd ("Angra Global"), signifying the Group's strategic
intention for Angra's transformation into a B2B-focused
Neobank.
Assuming the successful completion of the Acquisition, following
the change of control process, Angra Global would be combined with
the Group's existing UK-based foreign exchange and payment services
company, Angra, paving the way for the Group to launch a
multi-currency e-wallet service. This service will enable Angra
customers to securely store their funds within Angra Global
business accounts and facilitate seamless foreign exchange
conversions and fund transfers through Angra's established and
reliable banking partnerships, akin to a conventional business bank
account.
Additionally, the MSB licence would enable Angra to issue
Sterling local accounts and Euro SEPA IBAN accounts to its clients,
thereby providing a comprehensive one-stop business banking
solution.
Aligned with its overarching strategy, the Group aims to
accelerate Angra's revenue while simultaneously bolstering the
Angra team to expand its B2B Neobank operations beyond the UK,
serving companies of all sizes worldwide.
EMS
EMS, based in Singapore, provides wireless, electronic cabling,
security, and other solutions to clients operating in the
infrastructure development space. In the period before the
completion of the disposal of EMS on 30 September 2022, when it was
consolidated in the Group, it saw revenues decline and it continued
to be loss making, as a limited number of new contracts were won
and trading conditions remained difficult. EMS was disposed of to
Teo Chiah Chiu Raphael ("Raphael Teo"), the Chairman of EMS. The
consideration paid was the transfer to the Company, by way of a
share buyback, 60,000,000 Ordinary Shares held by him (the
"Consideration Shares"). At the closing mid-price of 1.09p of the
Company's shares on 15 July 2022, the Consideration Shares were
valued at GBP654,000 and they represented approximately 3.87 per
cent. of the Company's issued share capital.
Fund Raising
During the year the Company entered into an unsecured
convertible loan facility to receive funding of up to US$1.6
million (the "Loan Facility") with an institutional investor.
US$800,000 of the Loan Facility was drawn down and was all
subsequently converted into new Ordinary Shares in the Company. The
Loan Facility was cancelled on 29 March 2023, with the second
instalment of US$800,000 undrawn.
Post period end on 17 May 2023, the Company raised gross
proceeds of GBP750,000 through a placing of 75,000,000 shares at a
price of 1.0 pence per share.
Climate Change
The Board is, in addition to committing to a borderless
neobanking platform providing next-generation digital money
solutions, committed to setting strategic directions that are
relevant to the management of carbon emissions.
Our management of carbon emissions starts with lowering our
workplace carbon footprint by:
1) Measuring our office carbon footprint, reviewing our utility
bills and travel information during our financial year;
and
2) Encouraging the GST team to support recycling by installing
"recycling stations" in the office.
We are also planning to reduce our carbon footprint by improving
office lighting using LED bulbs instead of fluorescent
technology.
As the Company expands its business activities, GST will
consider the impact and risks its activities have on the climate
and vice versa.
GST's energy consumption and carbon emissions were mainly based
on electricity consumed per meter supplied by the municipality.
Further, we have also included our business travel, which includes
long-haul flights, vehicle rental and rail-travel. For the
intensity ratio, we use revenue as a quantifiable factor as revenue
will naturally drive increases or decreases in our energy
consumption and emissions.
We follow the guidance and use the GHG emission conversion
factors provided by the GHG Protocol.
Name of Subsidiary Measurement Intensity Ratio
Energy consumption 48,772 kWh 0.0215 kWh per dollar revenue
CO2 gas emissions 325.90 tonnes CO2 0.0001 tonnes CO2 per dollar
revenue
Excluding EMS Wiring Systems Pte Ltd, which was disposed of on
30 September 2022, the total energy consumption and emissions is
1,383 kWh and 5.1 tonnes of CO2 respectively, and the intensity
ratio is 0.0031 kWh per dollar of revenue and 0.0000 tonnes of CO2
per dollar of revenue respectively.
Board and People
I would like to take this opportunity to thank all of the GST
Board and team for their hard work and dedication throughout the
year.
Post the year end, in June 2023, Chong Loong Fatt Garies
("Garies Chong"), a Non-executive Director of the Company, resigned
from the Board in order to focus on his other business interests. I
would like to thank Garies for his contribution to GST and we wish
him well for the future.
Summary
Following the disposal of EMS, GST is now a focused, 'pure
play', fintech group with a solid operational platform on which to
build and continue to role out our GS Money solutions. We also
enjoy a healthy balance sheet to fund our continued expansion.
GS Money is intended to make cross-border payments quick and
affordable to an addressable market of millions of participants by
netting and settling trades through its stablecoin-based payments
network. With Angra the Group has a fully operational, FCA approved
API conducting fast, secure, and low-cost foreign exchange business
and payment services internationally, and the first pillar of GS
Money in place.
Unlocking the demand for a large user base also requires a
platform that can meet the clearing and settlement needs of both
retail and institutional customers, with high compliance and
security standards. The GS Exchange provides such a platform that
is designed offer users greater technology integration with
regulated stablecoins as well as the introduction of more
convenient onramp and offramp services for those stablecoins in due
course, the second pillar of GS Money.
With the Angra and GS20 Exchange platforms in place and properly
integrated, ongoing discussions with the FCA regarding the
Company's UK stablecoin plans, and further progress being made on
the development of the Company's GS Money solutions, coupled with
the disposal of EMS, GST has come a long way in a short period of
time.
Additionally, the recently announced proposed acquisition of
PAYPT, which is only subject to FINTRAC's approval of the change of
control, will pave the way for the Group to launch a multi-currency
e-wallet service and enable Angra to issue Sterling local accounts
and Euro SEPA IBAN accounts to its clients, thereby providing a
comprehensive one-stop business banking solution.
We will also continue to explore any further value enhancing
acquisition opportunities that may become available and that can
assist with accelerating the development of the Group.
Whilst we will continue to invest in developing the Group's
stablecoin-based cross-border payments network, with a firm focus
on minimising costs, the disposal of EMS has removed a significant
drag on our finances. I therefore believe there is a very bright
future for GST and I look forward to reporting on our further
progress in the coming months.
Tone Kay Kim GOH
Chairman
FINANCIAL REVIEW
The Group's financial statements include a full 12-month
contribution from Angra and EMS for the period from 1 April 2022 to
30 September 2022.
Income Analysis
Despite the contribution from Angra, the continued poor
performance of EMS and its disposal during the year resulted in a
decrease in revenue for the 12-months ended 31 March 2023 to
US$2.27 million (2022: US$4.24 million). The Group's operating loss
before tax for the financial year is US$1.61 million, compared to
the operating loss incurred in previous financial year of US$1.43
million. In addition, the Group received grants and other income
during the year of US$0.05 million (2022: US$0.24 million), leading
to total income recognised in the year of US$2.32 million (2022:
US$4.47 million).
Angra had US$132.87 million in transaction volume during the
year, which contributed US$0.43 million in revenue to the
Group.
Balance Sheet Analysis
Net assets as at 31 March 2023 amounted to US$3.87 million (31
March 2022: US$6.01 million). As at 31 March 2023, the Group had
available cash of US$4.25 million (31 March 2022: US$5.10
million).
The Directors believe that the Group is in a stable financial
position and has the financial resources to enable it to expand and
grow its current operations and meet all its current liabilities,
together with the ability to access further capital should an
appropriate need arise.
Enquiries:
The Company
Tone Goh, Executive Chairman
+65 6444 2988
Financial Adviser
VSA Capital Limited
+44 (0)20 3005 5000
Simon Barton / Thomas Jackson
Broker
CMC Markets
+44 (0)20 3003 8632
Douglas Crippen
Financial PR & Investor Relations
IFC Advisory Limited
Tim Metcalfe / Graham Herring / Florence Chandler
+44 20 (0) 3934 6630
gst@investor-focus.co.uk
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND COMPREHENSIVE
INCOME
For the financial year ended 31 March 2023
Notes 2023 2022
US$'000 US$'000
Net operating income
Sales 6 442 45
Other income 1 2
-------------------------------- -------------------------------
443 47
Net operating expense
Continuing Operations 7 (1,627) (918)
Foreign exchange loss (25) (1)
Operating loss (1,209) (872)
Income tax expense 21 (21) -
-------------------------------- -------------------------------
Loss from continuing operations (1,230) (872)
Discontinued operations
Loss for the year from discontinued
operations 8 (398) (558)
-------------------------------- -------------------------------
Loss for the year (1,628) (1,430)
Other comprehensive loss
Movement in foreign exchange
reserve (187) (105)
-------------------------------- -------------------------------
Total comprehensive loss
for the year (1,815) (1,535)
Net Loss for the year atttributable
to:
Equity holders for the parent (1,628) (1,430)
Non-controlling interest - -
-------------------------------- -------------------------------
Total comprehensive loss for the year atttributable
to:
Equity holders for the parent (1,815) (1,535)
Non-controlling interest 23 - -
-------------------------------- -------------------------------
(Loss)/Earnings per share attributable
to members
of the Parent
Basic (loss) per share 12 (0.00104) (0.00106)
Diluted (loss) per share 12 (0.00104) (0.00106)
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at 31 March 2023
Notes 2023 2022
US$'000 US$'000
ASSETS
Current assets
Cash and cash equivalents 14 4,252 5,104
Trade and other receivables 15 78 2,445
Other Assets 276 299
Work in progress 18 - 32
Inventories 16 - 16
Total current assets 4,606 7,896
----------------------------- ------------------------
Non-current assets
Property, plant and equipment 17 95 270
Intangible Assets 19 1,996 44
Total non-current assets 2,090 314
----------------------------- ------------------------
TOTAL ASSETS 6,697 8,210
----------------------------- ------------------------
EQUITY
Share Capital 22 8,281 7,795
Treasury Shares (808) -
Reserves (1,002) (815)
Retained Earnings (2,601) (973)
Total Equity 3,870 6,007
----------------------------- ------------------------
Equity attributable to owners
of the parent 3,870 6,007
Non-controlling equity interest 23 - -
3,870 6,007
----------------------------- ------------------------
LIABILITIES
Current liabilities
Trade and other payables 24 2,446 894
Lease Liabilities 17 43 66
Loans payable 25 297 502
Total current liabilities 2,786 1,462
----------------------------- ------------------------
Non-current liabilities
Lease Liabilities 17 - 42
Loans payable 25 41 699
Total non-current liabilities 41 741
----------------------------- ------------------------
Total Liabilities 2,827 2,203
----------------------------- ------------------------
TOTAL EQUITY & LIABILITIES 6,697 8,210
----------------------------- ------------------------
CONSOLIDATED STATEMENT OF CASH FLOWS
For the financial year ended 31 March 2023
Notes 2023 2022
US$'000 US$'000
CASH FLOWS FROM OPERATING ACTIVITIES
Loss before taxation from operations (1,944) (1,430)
Adjustments:
Depreciation of property, plant
and equipment 116 162
Income tax (0) -
Operating loss before working
capital changes (1,828) (1,268)
Decrease in inventories 39 2
Decrease/(Increase) in trade and
other receivables 2,367 (364)
Increase/(Decrease) in trade
and other payables 1,531 (251)
------------------------- --------------------------
Net cash flow from/ (used)
in operating activities 2,109 (1,881)
CASH FLOWS FROM INVESTING ACTIVITIES
Disposal / (Addition) of property,
plant and equipment 59 (159)
Decrease in capital work in
progress 32 161
Gain on disposal of subsidiary 337 -
Intangible Assets (1,952) (38)
------------------------- --------------------------
Net cash flow from investing
activities (1,524) (36)
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of new shares 486 5,718
Treasury Shares (808)
Principal elements of lease
payments (65) 118
Decrease in loans payable (863) (454)
Forex reserves (187) (103)
------------------------- --------------------------
Net cash flow from financing
activities (1,437) 5,279
Net (decrease)/ increase in cash
and cash equivalents (852) 3,362
------------------------- --------------------------
Cash and cash equivalents at beginning
of the year 5,104 1,742
------------------------- --------------------------
Cash and cash equivalents at
end of the year 14 4,252 5,104
------------------------- --------------------------
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the financial year ended 31 March 2023
Shareholder FX Reserve Retained Treasury Total
Capital Earnings Shares
2023 CONSOLIDATED US$'000 US$'000 US$'000 US$'000 US$'000
-------------------------- ----------------- ----------- ----------- ----------- --------
Balance at 1 April
2022 7,795 (815) (973) - 6,007
Comprehensive Income
Loss for the year - - (1,628) - (1,628)
Other comprehensive
loss for the year - (187) - - (187)
----------------- ----------- ----------- ----------- --------
Total comprehensive
loss for the year - (187) (1,628) - (1,815)
Transactions with owners
in their
capacity as owners:
Shares issued during
the year 486 - - (808) (322)
----------------- ----------- ----------- ----------- --------
486 - - (808) (322)
Balance at 31 March
2023 8,281 (1,002) (2,601) (808) 3,870
----------------- ----------- ----------- ----------- --------
Shareholder FX Reserve Retained Treasury Total
Capital Earnings Shares
2022 CONSOLIDATED US$'000 US$'000 US$'000 US$'000 US$'000
-------------------------- ----------------- ----------- ----------- ----------- --------
Balance at 1 April
2021 2,077 (710) 457 - 1,824
Comprehensive Income
Loss for the year - - (1,430) - (1,430)
Other comprehensive
loss for the year - (105) - - (105)
----------------- ----------- ----------- ----------- --------
Total comprehensive
loss for the year - (105) (1,430) - (1,535)
Transactions with owners
in their
capacity as owners:
Shares issued during
the year 5,718 - - - 5,718
----------------- ----------- ----------- ----------- --------
5,718 - - - 5,718
Balance at 31 March
2022 7,795 (815) (973) - 6,007
----------------- ----------- ----------- ----------- --------
1. General Information
1.1 Corporate information
The consolidated financial statements of GSTechnologies Ltd (the
"Company") and its subsidiaries (collectively referred to as the
"Group") for the financial year ended 31 March 2023 were authorised
for issue in accordance with a resolution of the Directors on 31
July 2023. The shares of the Company are publicly traded on London
Stock Exchange.
The registered office of GSTechnologies Ltd, the ultimate parent
of the Group, is Ritter House, Wickhams Cay II, Tortola VG1110,
British Virgin Islands.
The principal activity of the Group is data infrastructure,
storage and technology services.
2. Basis of preparation
The consolidated financial statements of the Group have been
prepared in accordance with International Financial Reporting
Standards (IFRS) as issued by the International Accounting
Standards Board (IASB) as adopted by the European Union (EU) as
they apply to the financial statements of the Group for the year
ended 31 March 2023.
The consolidated financial statements have been prepared on a
historical cost convention basis, except for certain financial
instruments that have been measured at fair value. The consolidated
financial statements are presented in US dollars ("US$") and all
values are rounded to the nearest thousand except when otherwise
indicated.
2.1 Consolidation
The consolidated financial statements comprise the financial
statements of the Group as at 31 March 2023, and for the year then
ended.
Subsidiaries are fully consolidated from the date of
acquisition, being the date on which the Group obtains control, and
continue to be consolidated until the date when such control
ceases.
The financial statements of the subsidiaries are prepared for
the same reporting period as the GSTechnologies 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 2023, the Group held cash reserves of US$4,252,000
(2022: US$5,104,000).
The Directors believe that there are sufficient funds to meet
the Group's working capital requirements.
The Group recorded a loss of US$1.63 million for the year ended
31 March 2023 and had net assets of US$3.87 million as at 31 March
2023 (2022: loss of US$1.43 million and net assets of US$6.01
million).
With the disposal of the unprofitable subsidiary EMS, the
continuing subsidiaries will be Angra Ltd and GS Fintech
subsidiaries which are expected to contribute profit to the
Group.
Accruals
Management have used judgement and prudence when estimating
certain accruals for contractor claims. The accruals recognised are
based on work performed but are before settlement.
Contingencies
By their nature, contingencies will only be resolved when one or
more uncertain future events occur or fail to occur. The assessment
of the existence, and potential quantum, of contingencies
inherently involves the exercise of significant judgement and the
use of estimates regarding the outcome of future events. Please
refer to Note 23 for further details.
The preparation of the Company's financial statements requires
management to make judgements, estimates and assumptions that
affect the reported amounts of revenues, expenses, assets and
liabilities, and the disclosure of contingent liabilities at the
end of each reporting period. Uncertainty about these assumptions
and estimates could result in outcomes that require a material
adjustment to the carrying amount of the asset or liability
affected in the future periods.
Judgements made in applying accounting policies
Management is of the opinion that there are no significant
judgements made in applying accounting estimates and policies that
have a significant risk of causing a material adjustment to the
carrying amounts of assets and liabilities within the next
financial year.
Key sources of estimation uncertainty
The key assumptions concerning the future and other key sources
of estimation uncertainty at the end of the reporting period are
discussed below. The Company based its assumptions and estimates on
parameters available when the financial statements were prepared.
Existing circumstances and assumptions about future developments,
however, may change due to market changes or circumstances arising
beyond the control of the Company. Such changes are reflected in
the assumptions when they occur.
Provision for expected credit losses (ECL) on trade receivables
and contract assets
ECLs are unbiased probability-weighted estimates of credit
losses which are determined by evaluating a range of possible
outcomes and taking into account past events, current conditions
and assessment of future economic conditions.
The Company uses a provision matrix to calculate ECLs for trade
receivables and contract assets. The provision rates are based on
days past due for groupings of various customer segments that have
similar loss patterns. The provision matrix is initially based on
the Company's historical observed default rates. The Company will
calibrate the matrix to adjust historical credit loss experience
with forward-looking information. At every reporting date,
historical default rates are updated and changes in the forward-
looking estimates are analysed.
The assessment of the correlation between historical observed
default rates, forecast economic conditions and ECLs is a
significant estimate. The amount of ECLs is sensitive to changes in
circumstances and of forecast economic conditions. The Company's
historical credit loss experience and forecast of economic
conditions may also not be representative of customer's actual
default in the future.
The carrying amount of the Company's trade receivables at the
end of the reporting period is disclosed in Note 12 to the
financial statements.
Allowance for inventory obsolescence
The Company reviews the ageing analysis of inventories at each
reporting date and makes provision for obsolete and slow-moving
inventory items identified that are no longer suitable for sale.
The net realisable value for such inventories are estimated based
on the most reliable evidence available at the reporting date.
These estimates take into consideration market demand, competition,
selling price and cost directly relating to events occurring after
the end of the financial year to the extent that such events
confirm conditions existing at the end of the financial year.
Possible changes in these estimates could result in revisions to
the valuation of inventories. The carrying amounts of the Company's
inventories at the reporting date are disclosed in Note 13 to the
financial statements.
4. Adoption of new and amended standards and interpretations
The Group adopted all of the new and revised Standards and
Interpretations issued by the IASB that are relevant to its
operations and effective for annual reporting periods beginning on
or after 1 April 2021. It has been determined by the Group, there
is no impact, material or otherwise, of the new and revised
standards and interpretations on its business and therefore no
change is necessary to Group accounting policies.
Any new or amended Accounting Standards or Interpretations that
are not yet mandatory have not been early adopted.
5. Summary of significant accounting policies
Plant and equipment
Plant and equipment are shown at cost less accumulated
depreciation and impairment losses. The initial cost of an asset
comprises its purchase price or construction cost, any costs
directly attributable to bringing the asset into operation, any
incidental cost of purchase, and associated borrowing costs. The
purchase price or construction cost is the aggregate amount paid
and the fair value of any other consideration given to acquire the
asset. Directly attributable costs include employee benefits,
professional fees and costs of testing whether the asset is
functioning properly. Capitalised borrowing costs include those
that are directly attributable to the construction of assets.
Property, plant and equipment relate to plant, machinery,
fixtures and fittings and are shown at historical cost less
accumulated depreciation and impairment losses. Depreciation of
property, plant and equipment are computed on a straight line basis
over the estimated useful life of the assets.
The depreciation rates applied to each type of asset are as
follows:
Plant and machinery 2 to 10 years
Motor Vehicles 2 to 10 years
Fixtures and fittings 3 years
Lease Improvements 5 years
Subsequent expenditure is capitalised when it is probable that
future economic benefits from the use of the asset will be
increased. All other subsequent expenditure is recognised as an
expense in the period in which it is incurred. Assets that are
replaced and have no future economic benefit are derecognised and
expensed through profit or loss. Repairs and maintenance which
neither materially add to the value of assets nor 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.
Intangible Assets
Digital Assets
The company's digital assets is accounted using the revaluation
model. It is initially recognized at cost at acquisition date.
Subsequent to initial recognition, the Company revalues its at fair
value less any accumulated amortization and impairment. Movements
above costs are recognized in other comprehensive income and
movements below costs are recognized in profit and loss.
Software
Software is initially capitalized at cost in preparing the asset
for its intended use. Direct expenditure which enhances or extends
the performance is added to the original cost. The amortization of
the software will only commence when it is brought into actual
use.
Impairment
Financial Assets
The Company recognises an allowance for expected credit losses
(ECLs) for all debt instruments not held at FVPL and contract
assets. ECLs are based on the difference between the contractual
cash flows due in accordance with the contract and all the cash
flows that the Company expects to receive, discounted at an
approximation of the original effective interest rate. The expected
cash flows will include cash flows from the sale of collateral held
or other credit enhancements that are integral to the contractual
terms.
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
The Group's revenue is primarily derived from consideration paid
by customers to transfer money internationally. The Group
recognises revenue when performance obligations are satisfied,
meaning when the funds are received by the recipients
A customer enters into the contract with the Group at the time
of initiating a transfer by formally accepting the contractual
terms and conditions with the details of the performance
obligations and service fees on the Group's website.
The transaction price is comprised of the money transfer service
fee and a foreign exchange margin. The foreign exchange margin
results from the difference between the exchange rate set by the
entity to the customer and the rate sourced in the market. Both the
transaction fee and foreign exchange rate are agreed by the
customer in the Group's terms and conditions. The transaction price
is readily determinable at the time the transaction is settled. Due
to the short-term nature of the Group's services, there were no
contract assets and immaterial contract liabilities relating to
customers.
Interest Income
Interest income is recognised using the effective interest
method. When a receivable is impaired, the Group reduces the
carrying amount to its recoverable amount, being the estimated
future cash flow discounted at the original effective interest rate
of the instrument, and continues unwinding the discount as interest
income.
Contract assets and liabilities
Contract assets primarily relate to the Company's rights to
consideration for work completed but not billed at the reporting
date on project work. Contract assets are transferred to trade
receivables when the rights become unconditional. This usually
occurs when the Company invoices the customer.
Contract liabilities primarily relate to advance consideration
received from customers and progress billings issued in excess of
the Company's rights to the consideration.
6. Revenue
2023 2022
US$'000 US$'000
Transfer Fees and Charges 442 45
-------------------- ---------------
442 45
-------------------- ---------------
Transaction fees and charges are from Angra Ltd and GS Fintech
UAB with transaction volume of US$132.87 million and US$20.60
million respectively. GS Fintech UAB has been operational since 1
February 2023.
7. Net Operating Expenses
GST Before EMS EMS GST Continuing
Adj Operations
-------------------------------------- --------------------------------------- --------------------------------------
2023 2022 2023 2022 2023 2022
US'000 US'000 US'000 US'000 US'000 US'000
Costs of goods
sold 740 2,012 717 2,012 23 0
Employee Cost 1,828 2,538 1,276 2,191 552 347
Travel
Expenses 24 5 6 5 18 0
Admin Expense 874 594 111 239 763 355
Lease Expenses 47 24 36 17 11 7
Distribution,
Advertising 19 32 9 60 10 - 28
General
Expenses 106 66 19 45 87 21
Depreciation 116 162 29 139 87 23
Doubtful
accounts - 71 306 71 (306) 0
Interest on
leases 7 3 - - 7 3
Occupancy
costs 93 64 9 20 84 44
Impairment
of Digital
asset 230 - - - 230 -
Finance costs 154 332 93 187 61 145
4,238 5,903 2,611 4,985 1,627 918
------------------ ------------------ ------------------- ------------------ ------------------ ------------------
8. Discontinued operations
In September 2022, the Group sold one of its subsidiary, EMS
Wiring Systems Pte Ltd which management deemed as its non-core
business to place greater focus on the Group's key competencies in
developing the "GS Fintech" subsidiaries in the UK and Singapore.
The segment was not previously presented as a discontinued
operation or classified as held for sale as at 31 March 2022. Thus,
the comparative statement of profit or loss has been re-presented
to show the discontinued operation separately from continuing
operations. Details of the assets and liabilties disposed of, and
the calculation of the profit or loss on disposal, are disclosed in
Note 9. The results of the discontinued operation, which have been
included in the profit for the year, were as follows:
Apr2022-Sep2022 Apr2021
- Mar2022
US$'000 US$'000
Revenue 1,826 4,193
Cost of sales (1,554) (3,595)
Other income 49 235
Distribution Cost (46) (70)
Administrative expenses (997) (1,321)
Other Operating Expenses (15) -
------------------------ -------------------------
Profit before tax (736) (558)
Income tax - -
------------------------ -------------------------
Profit after tax from discontinued operation (736) (558)
Gain on disposal of discontinued operation 338 -
(Note 9)
Income tax - -
Loss for the year from discontinued operation
(attributable to owners of the company) (398) (558)
------------------------ -------------------------
9. Disposal of subsidiary
The net assets of EMS Wiring Systems Pte Ltd as at date of
disposal were as follows:
Current Assets
Cash 662
Trade and Other Receivables 1223
Inventories 178
Prepayment 16
Total current asset 2079
------------
Non-current assets
Property, plant and equipment 301
Current liabilities
Trade and other payables 615
Lease Liabilities 42
Loans payable 393
Total current liabilities 1050
------------
Non-current liabilities
Lease Liabilities 74
Loans payable 527
Total non-current liabilities 601
------------
Net assets disposed off 729
------------
Consideration received
GST shares 808
Forfeited debt 259
Total consideration received 1,067
------------
Gain on disposal
Consideration received 1,067
Net assets derecognised 729
Gain on disposal of subsidiary 338
------------
The gain on disposal is included in the profit for the year from
discontinued operation in Note 8.
10. Key management personnel
2023 2022
US$'000 US$'000
Directors' emoluments 442 391
-------- --------
11. Employee cost
2023 2022
US$'000 US$'000
Wages and salaries 829 749
Wages and salaries - Cost of sales 836 1,583
Staff welfare and other employee costs 163 206
-------- --------
Total 1,828 2,538
-------- --------
The average number of employees of the Group are 48 and 76 for
2023 and 2022 respectively.
12. Earnings per share
2023 2022
US$'000 US$'000
Loss for the period attributable to
members (1,628) (1,430)
Basic earnings per share is calculated by
dividing the profit attributable to owners
of the Parent by the weighted average number
of ordinary share in issue during the year.
Basic weighted average number of ordinary
shares in issue 1,563,152,455 1,354,950,456
Basic loss per share-cents (0.00104) (0.00106)
Diluted loss per share-cents (0.00104) (0.00106)
13. Segment Reporting
The consolidated entity's operating segments have been
determined with reference to the monthly management accounts used
by the chief operating decision maker to make decisions regarding
the consolidated entity's operations and allocation of working
capital.
Due to the size and nature of the consolidated entity, the Board
as a whole has been determined as the chief operating decision
maker.
The consolidated entity operates in one business segment, being
information data technology and infrastructure.
The revenues and results are those of the consolidated entity as
a whole and are set out in the statement of profit and loss and
other comprehensive income. The segment assets and liabilities of
this segment are those of the consolidated entity and are set out
in the Statement of Financial Position.
14. Cash and cash equivalents
2023 2022
US$'000 US$'000
Cash at bank 4,252 5,104
-------- --------
15. Trade and Other Receivables
2023 2022
US$'000 US$'000
Trade receivables 19 814
Less: Allowance for expected
credit loss - (71)
--------------------------- -----------------------------
19 743
--------------------------- -----------------------------
Advances to supplier - 1,287
Due from related party - 258
Other receivables 59 157
--------------------------- -----------------------------
78 2,445
--------------------------- -----------------------------
16. Inventories
Following the disposal of EMS Wiring Systems Pte Ltd, no
inventory left to be reported at the end of the financial year.
2023 2022
US$'000 US$'000
Inventories - 329
Less: Allowance for inventory obsolescence - (313)
--------- --------
- 16
========= ========
The movement in the allowance for inventory obsolescence is as
follows:
2023 2022
US$'000 US$'000
Balance at beginning of year 313 316
Additional allowance for inventory obsolescence - (3)
Disposal of subsidiary (313) -
-------- --------
Balance at end of year - 313
======== ========
17. Property, plant and equipment
Right-of-Use Building Furniture Vehicle Total
Assets and improvts & Office
Equipment
US$'000 US$'000 US$'000 US$'000 US$'000
Cost
As at 31 March
2021 303 53 529 140 1025
Additions /
Transfer
in 103 - 56 - 159
Disposal / - - - - -
Write-off
Forex translation (3) (1) (4) (1) (9)
---------------- ---------------- ---------------- ---------------- ----------------
As at 31 March
2022 403 52 581 139 1,175
Additions /
Transfer
in - 106 12 - 118
Disposal /
Write-off (264) (148) (474) (131) (1,017)
Forex translation (13) (3) (33) (8) (57)
---------------- ---------------- ---------------- ---------------- ----------------
As at 31 March
2023 126 7 86 - 219
Accumulated
depreciation
As at 31 March
2021 178 50 448 74 750
Charge for the
year 119 3 30 10 162
Disposal/Write-off - - - - -
Forex translation (1) (1) (4) (1) (7)
---------------- ---------------- ---------------- ---------------- ----------------
As at 31 March
2022 296 52 474 83 905
Charge for the
year 82 11 18 5 116
Disposal/Write-off (279) (53) (430) (84) (846)
Forex translation (16) (3) (28) (4) (51)
---------------- ---------------- ---------------- ---------------- ----------------
As at 31 March
2023 83 7 34 0 124
Net book value
As at 31 March
2022 107 - 107 56 270
---------------- ---------------- ---------------- ---------------- ----------------
As at 31 March
2023 43 - 52 - 95
---------------- ---------------- ---------------- ---------------- ----------------
Lease liabilities recognized in the balance sheet
The balance sheet shows the following amounts relating to lease
liabilities
2023 2022
US$'000 US$'000
Current 43 66
Non-current - 42
-------- --------
43 108
-------- --------
Amounts recognized in the statement of profit or loss
The statement of profit or loss shows the following amounts
relating to leases:
2023 2022
US$'000 US$'000
Depreciation 82 126
Interest expense 5 3
-------- --------
87 129
-------- --------
18. Work in progress
2023 2022
US$'000 US$'000
Contract assets - 32
The contract assets primarily relate to the Company's rights to
consideration for work completed but not billed at the reporting
date. If the value of services rendered exceeds payments received
from the customer, a contract asset is recognised and presented
separately. The contract asset is transferred to receivables when
the entitlement to payment becomes unconditional.
The contract liabilities primarily relate to advance
consideration received from customers for contract revenue. If the
amounts invoiced to the customer exceeds the value of services
rendered, a contract liability is recognised and presented
separately.
The changes in contract balances are due to the differences
between the agreed payment schedule and progress of project
work.
No contract assets at the end of the year due to disposal of
subsidiary, EMS Wiring Systems Pte Ltd.
19. Intangible Assets
Intangible Assets Trademark Goodwill Digital Software Total
Asset
US$'000 US$'000 US$'000 US$'000 US$'000
As at 31 March
2021 6 - - - 6
Additions - 38 - - 38
Impairment - - - - -
------------------- ------------- --------------- --------------- ----------------
As at 31 March
2022 6 38 - - 44
Additions - - 577 1,605 2,182
Impairment - - (230) - (230)
------------------- ------------- --------------- --------------- ----------------
As at 31 March
2023 6 38 347 1,605 1,996
------------------- ------------- --------------- --------------- ----------------
Impairment is recognized this year for the 100,000,000 COAL
tokens on hand.
20. Subsidiaries
Details of the Company's subsidiaries at financial year end are
as follows:
Name of Subsidiary Place of Proportion of Ownership
Incorporation Interest
2023 2022
EMS Wiring Systems Pte
Ltd Singapore - 100
Golden Saint Technologies
(Australia) Pty Ltd Australia 100 100
GS Fintech Ltd UK 100 100
GS Fintech Pte Ltd Singapore 100 100
Angra Limited UK 100 100
GS Fintech UAB Lithuania 100 -
21. Taxation
Unrecognised tax losses
Where the realisation of deferred tax assets is dependent on
future taxable profits, losses carried forward are recognised only
to the extent that business forecasts predict that such profits
will be available to the companies in which losses arose.
The parent, GSTechnologies Ltd, is not liable to corporation tax
in BVI, so it has no provision for deferred tax. However, the
subsidiaries are liable to tax to the respective countries they are
tax resident.
2023 2022
US$'000 US$'000
Current income tax 21 -
Adjustments for prior year - -
-------- --------
21 -
Deferred tax expenses - (5)
-------- --------
- (5)
======== ========
22. Share capital and reserves
The share capital of the Company is denominated in UK Pounds
Sterling. Each allotment during the period was then translated into
the Group's functional currency, US Dollars at the spot rate on the
date of issue.
Authorised Number of US$'000
Shares
Ordinary Shares
As at 31 March 2022 1,548,558,192 7,795
Issues during the period
1 April 2022 to 31 March 2023 133,474,178 486
----------------------- ---------------------------
Total shares issued as at 31
Mar 2023 1,682,032,370 8,281
Treasury Shares during the
period
1 April 2022 to 31 March 2023 (60,000,000) (808)
Total outstanding shares as
at 31 Mar 2023 1,622,032,370 7,473
----------------------- ---------------------------
23. Non-controlling equity interest
All entities within the group are currently 100% owned and
accordingly a non-controlling interest does not arise.
24. Trade and other payables
2023 2022
US$'000 US$'000
Trade payables 2,298 218
Accruals 129 338
Unearned revenue - 301
Other payables 19 37
2,446 894
-------- --------
Trade payables are non-interest bearing and are normally settled
on 30-days terms.
25. Loans Payable
2023 US$'000
Type Term Amount Interest Current Non-Current
rate
Convertible
loan 285 10% pa 285 -
Bank Loan 1 5 yrs 53 2.5% pa 12 41
338 297 41
------- -------- ------------
2022 US$'000
Type Term Amount Interest Current Non-Current
rate
Bank Loans
Bank Loan 1 5 yrs 977 2.5% pa 324 653
Bank Loan 2 3 yrs 224 4.5% pa 178 46
1201 502 699
------- -------- ------------
Convertible loan was subsequently exercised on 11 Apr 2023.
26. Commitments and Contingencies
The Group is subject to no material commitments or contingent
liabilities.
27. Related party transactions
The following is the significant related party transactions
entered into by the Company with related parties on terms agreed
between the parties:
2023 2022
US$'000 US$'000
Loans/Advances with related
parties - 258
-------------------------- ------------------------------
28. Financial risk management objectives and policies
The Group's activities expose it to a variety of financial
risks. The Group's Board provides certain specific guidance in
managing such risks, particularly as relates to credit and
liquidity risk. Any form of borrowings requires approval from the
Board and the Group does not currently use any derivative financial
instruments to manage its financial risks. The key financial risks
and the Group's major exposures are as follows:
Credit risk
The maximum exposure to credit risk is represented by the
carrying amount of the financial assets. In relation to cash and
cash equivalents, the Group limits its credit risk with regards to
bank deposits by only dealing with reputable banks. In relation to
sales receivables, the Group's credit risk is managed by credit
checks for credit customers and approval of letters of credit by
the Group's advising bank.
Foreign Currency Risk
Currency risk is the risk that the value of a financial
instrument will fluctuate due to changes in foreign exchange rates.
The company is exposed to currency risk on sales and purchases,
that are denominated in foreign currencies.
29. Liquidity risk
Liquidity risk is the risk that the Group will not be able to
meet its financial obligations as they fall due. Numbers in the
table below represent the gross, contractual, undiscounted amount
payable in relation to the financial liabilities.
The Group monitors its risk to a shortage of funds using a
combination of cash flow forecasts, budgeting and monitoring of
operational performance.
Less Three
than three to twelve One to
months months five years Total
US$'000 US$'000 US$'000 US$'000
As at 31 March
2023:
Trade and other
payables 2,446 - - 2,446
30. Capital management
The Company manages its capital to ensure that it will be able
to continue as a going concern while maximising the returns to
shareholders through the optimisation of the debt and equity
balance.
Capital consists of total equity.
The directors review the capital structure on an ongoing basis.
As a part of the review, the directors consider the cost of capital
and the risks associated with each class of capital. Based on the
recommendation of the directors, the Company will balance its
overall capital structure through the payment of dividends, new
share issues as well as the issue of new debts or the redemption of
existing debt.
There were no changes in the Company's approach to capital
management during the year.
31. Interest rate risk
Interest rate risk is the risk that the fair value or future
cash flows of a financial instrument will fluctuate because of
changes in market interest rates. A sensitivity analysis is not
presented, as all borrowing costs have been capitalised as at 31
March 2023; therefore, profit or loss and equity would have not
been affected by changes in the interest rate.
32. Subsequent event
On 11 April 2023, the remaining portion of the convertible loan
was converted into ordinary shares of no par value in the Company
("Ordinary Shares"). On 17 May 2023 the Company raised gross
proceeds of GBP750,000 through a placing of 75,000,000 Ordinary
Shares at a price of 1.0 pence per share.
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END
FR EAKXFDDEDEEA
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