REG - GSTechnologies Ltd - Interim Results
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RNS Number : 0149M GSTechnologies Ltd 18 December 2025
18 December 2025
GSTechnologies Limited
("GST" or the "Company", or, together with its subsidiaries, the "Group")
Interim Results for the six months ended 30 September 2025
GSTechnologies Limited (LSE: GST), the fintech company, announces the
Company's unaudited interim results for the six months ended 30 September 2025
("H1 26" or the "Period").
Highlights
● Further significant progress for the Group, both with the foreign exchange and
payments business, and the digital asset business, particularly the Bake
platform following its integration into the Group.
● Formal adoption of a Bitcoin treasury reserve policy to hold a significant
proportion of the Company's cash in Bitcoin, reflecting confidence in
Bitcoin's ability to reduce counterparty and exchange rate risk, enhance
shareholder value, and align with the Group's GS Money strategy.
● Raised £1.925 million via a placing and retail offer to build the Company's
Bitcoin treasury reserve.
● Revenue for the Period reduced to US$1.40 million (H1 25 US$2.23 million).
However, this was a near doubling of the revenue achieved in H2 25 (US$0.73
million), reflecting the growth of the Group's digital assets businesses and
the absence of non-recurring revenue in the comparative period.
● Net loss for the Period increased to US$437k (H1 25: US$69k loss) as the Group
continues to invest in developing its GS Money solutions across both foreign
exchange and payment services (Angra Global), and digital assets (GS20
Exchange and Bake).
● As of 30 September 2025, the Company had US$3.91 million in cash and cash
equivalents (30 September 2024: US$2.91 million), including the Company's
Bitcoin holding valued at approximately US$1.01 million.
● Net assets as at 30 September 2025 increased significantly to US$10.13 million
compared to US$7.13 million at 30 September 2024.
Chairman's Statement
I am pleased to present on behalf of the board of directors of GST (the
"Board") the interim report of the Company for the six months ended 30
September 2025.
Operational review
Foreign Exchange and Payment Services - Angra Global
Angra Global operates under the AngraFX and Angra Global brand names and is a
UK Financial Conduct Authority ("FCA") approved Authorised Payment Institution
("API"), as well as holding a Canadian Money Services Business ("MSB")
licence.
Angra Global provides a multi-currency e-wallet service, currently covering
Sterling, Euro, US Dollar, Canadian Dollar, Chinese Yuan Renminbi and US
Dollar Tether Token transactions. This service enables 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, utilising technology developed by the Group's
subsidiary in Singapore, GS Fintech Pte Ltd. Additionally, the MSB licence
enables Angra to issue Sterling local accounts and Euro SEPA IBAN accounts to
its clients, thereby providing a comprehensive one-stop business banking
solution.
During the Period Angra continued to refine its processes and ensure that the
focus is only on business where an appropriate margin can be achieved. This
has led to a short-term reduction in revenue, but Angra has now successfully
transitioned from an 'old fashioned' fully manual banking system to a more
technologically advanced system, positioning it very well for its planned
growth and expansion.
To drive future growth Angra has hired a new business development manager. He
has more than 20 years of experience in the remittance business and will, in
particular, be tasked with expanding Angra's South American business. In this
regard, Angra in process of establishing a Brazilian branch that the Company
expects to be operational in Q1 2026.
Angra Limited in the UK is currently applying for an FCA Electronic Money
Institution ("EMI") licence which will enable it to substantially increase its
market offerings and services, including the ability to issue electronic money
and provide payment services such as digital wallets and prepaid cards.
Significant investment continued during the Period in connection with this
application which continues to progress.
Just before the start of the Period, the Company entered into a legally
binding sale and purchase agreement to acquire 100% of Metapay SP. Z.O.O
("Metapay"), a company incorporated in Poland. Metapay holds a Small Payment
Institution (SPI) licence and is registered under the Polish Act on Payment
Services with MIP260/2025 status. The acquisition of Metapay is in line with
GST's strategy to enhance its footprint in domestic and cross border payment
services across Europe. Completion of the Metapay acquisition remains subject
to the necessary regulatory approvals, a process that is ongoing, and
completion is now expected to occur in Q1 2026. Post-completion, it is the
Company's intention that Metapay will be renamed as Angra Limited Z.O.O. and,
coupled with the grant of the EMI licence, is expected to facilitate a
material expansion in both the service offerings and geographical reach of
Angra Global.
In addition, further complementary acquisitions are being investigated to
accelerate Angra Global's growth and provide additional licences and
infrastructure internationally.
Digital Assets - GS20 Exchange and Bake
The Group's GS Fintech UAB business is a holder of a Crypto Currency Exchange
Licence, registered in Lithuania, and launched the Company's GS20 crypto asset
exchange in November 2022. On 1 January 2025, GS Fintech UAB acquired the
business and assets from Cake Pte Ltd and Cake DeFi UAB (together "CAKE") for
an undisclosed cash consideration. The acquisition comprised a leading
cryptocurrency investment platform, Bake. The acquisition of the Bake platform
was a significant step for GST and the GS20 Exchange and Bake's crypto asset
operations have now been combined into one single operating entity, GS Fintech
UAB, with the backend systems between Bake and the GS20 Exchange also being
fully consolidated.
GS Fintech UAB continues to actively advance its compliance framework in
alignment with the European Union's MiCA regulations and appointed
Lithuania-based Agne Penikienė as CEO of GS Fintech UAB, together with
forming a new management board, in the Period. In September 2025 a MiCA
license application was submitted to the Bank of Lithuania. Post submission,
the Company has responded to follow-up questions, primarily focused on GST and
its corporate ownership structure, and we are optimistic the licence will be
granted in due course.
Various enhancements have been made to the product and service offering to the
Group's digital asset customers. This has included the launch of a savings
product enabling users to grow their crypto holdings and earn real-time
rewards. This has gained significant traction since launch, with strong
adoption across the active user base.
The Group has also been adding to its offering via partnerships. This has
included Circle Alliance Membership, where Bake joined the Penikienėle
Alliance, bringing fully MiCA-compliant USDC and EURC stablecoins to the
Group's 800,000+ users and further strengthening our regulated stablecoin
offering. In addition, in partnership with licensed EMI, Nuvei UAB, direct
SEPA EUR deposits and withdrawals have been successfully rolled out to every
Bake wallet, alongside 24/7 buying and selling of cryptocurrencies for Euro.
I am pleased with the progress that our Digital Asset operations have made in
the Period and I believe they are well positioned for significant further
growth in 2026.
Semnet
The Group acquired 66.66% of the share capital of Semnet Pte Ltd ("Semnet"), a
cybersecurity company based in Singapore, on 29 February 2024. Semnet is a
cybersecurity business that is providing the Company with expertise and
licences as well as servicing a wide variety of external customers.
The business performance was disappointing in the period and on 18 July 2025,
the Company announced that it had issued a notice of arbitration to the
sellers of Semnet, Choo Seet EE and Zheng Kang Wen Mervyn (the "Sellers"), as
set out in the Sale and Purchase Agreement dated 5 December 2023, pursuant to
which the Company acquired 66.66% of the issued share capital of Semnet (the
"SPA"). The notice of arbitration was sent in accordance with the provisions
of the SPA and set out that the Company considered that the Sellers acted in
breach of their non-compete undertakings owed to the Company and also acted in
breach of their express obligations owned to Semnet as employees.
A mediation hearing was held in early December 2025 and a formal settlement
agreement between the Sellers and the Company is expected to be entered into
in late December 2025 or early January 2026. It is currently expected by the
GST Board that this will see the return to the Company US$800,000 of cash
consideration, the 58,844,713 consideration shares issued to the Sellers and a
payment in Singapore Dollars equating to approximately US$300,000 to cover the
Company's operational costs. Further updates will be announced as appropriate.
Bitcoin Treasury Policy
On 25 June 2025, the Company announced the formal adoption of a Bitcoin
treasury reserve policy (the "Treasury Policy"). The Treasury Policy allows
for a significant proportion of the cash resources of the Company, as
determined by the GST Directors from time to time, to be held in Bitcoin. The
GST Directors believe Bitcoin offers liquidity comparable to cash while
serving as a reliable store of value.
The adoption of the Treasury Policy reflects the GST Directors' confidence in
Bitcoin's ability to reduce counterparty and exchange rate risk, while
potentially enhancing shareholder value beyond the Group's core operations.
The Treasury Policy also aligns seamlessly with the Company's GS Money
strategy and its operation of the Bake Cryptocurrency Platform. As a fintech
company specialising in digital asset services, GST is well-positioned to
integrate Bitcoin into its corporate treasury, strengthening its competitive
edge in the rapidly evolving blockchain economy.
As announced on 17 September 2025, the Company currently holds approximately
8.8 Bitcoin in its treasury, acquired at an average purchase price of
US$113,592.94 per Bitcoin, for an aggregate cost of US$999,617.90. This
initial Bitcoin purchase was undertaken at a level the Board believed was
prudent. However, at this time the market was starting to show clear signs of
needing a consolidation and further purchases were paused. As at 16 December
2025 the Bitcoin price was approximately US$87,000.
The GST Board continues to believe that allocating a significant portion of
the Company's cash reserves to Bitcoin aligns with the Group's operational
focus and the services provided within the cryptocurrency ecosystem. We firmly
believe in Bitcoin's role as a digital store of value and its alignment with
GST's long-term financial objectives. In time the Company intends to add
significantly to its Bitcoin holding and has allocated an initial US$2 million
for the purchase of Bitcoin, to be added to the Company's treasury at
strategic intervals, as determined by the GST Board. Additional Bitcoin
purchases over and above the initial US$2 million allocation will be dependent
on the day-to-day cash needs of the Company.
Funding
In order to build the Company's Bitcoin treasury reserve, in July 2025 the
Company raised gross proceeds of £1,925,000 through a placing and retail
offer of 160,416,666 Ordinary Shares at a price of 1.20 pence per share.
The Board is mindful of dilution for existing shareholders, and the Company
will only undertake further fundraising activities if the Board believes
additional capital is required to achieve the Company's strategic goals.
Summary
The first half of the financial year was another one of significant progress
for the Group, both with the foreign exchange and payments business and the
digital asset business, particularly the Bake Cryptocurrency Platform. In
addition, the adoption of a Bitcoin treasury policy perfectly aligns with the
Group's operational focus and the services we provide within the
cryptocurrency ecosystem. Whilst we would have liked to have built the
Group's Bitcoin holding faster, I believe the Board's cautious approach was
vindicated by the downward movement of the Bitcoin price experienced post
Period end. However, we have every intention of using the proceeds of the
placing and retail offer undertaken earlier in the year to significantly
increase the Bitcoin holding, but only when the GST Board believes it is
prudent to do so.
In the second half of the financial year we are looking to grow revenues from
all the Group's businesses and further strengthen the Group's regulatory
position. We will also continue to explore further complementary value
enhancing acquisition opportunities that can assist with accelerating the
development of the Group.
I believe GST is extremely well positioned for the future and I look forward
to providing regular updates on the Group's progress.
Tone Kay Kim GOH
Chairman
Financial Review
The Group's interim financial statements represent a full six-month
contribution from all subsidiaries.
Income Analysis
Whilst revenue for the Period reduced to US$1.40 million (H1 25 US$2.23
million), this was a near doubling of the revenue achieved in H2 25 of US$0.73
million, reflecting particularly the growth of the Group's digital assets
businesses. The H1 25 prior year comparative included one-off revenue from
Semnet and business streams that have been discontinued at Angra.
Whilst the Group continues to invest in the development of its businesses,
losses continue. The net loss for the Period of US$0.437 million compared to a
net loss of US$0.67 million in H1 25. The Board is confident that the
investments made are laying strong foundations for profitable future growth.
Balance Sheet Analysis
The Group cash position, including the Group's Bitcoin holding valued at
approximately US$1.01 million, improved to US$3.91 million as at 30 September
2025 (30 September 2024 US$2.91 million). The increase in cash reserves are
reflective of the fundraise undertaken to raise gross proceeds of £1.925
million in July 2025.
Net assets as at 30 September 2025 increased significantly to US$10.13 million
compared to US$7.13 million at 30 September 2024 following the increase in
cash resources and the progress of the Group's businesses.
Summary
The financial performance for the Period shows marked improvement compared to
the prior period. The Group's net loss is being managed and the investments
made, coupled with the strengthened cash position and increased net assets,
suggest that the Group is on the right path. The Group continues to focus on
achieving profitability, whilst investing for the future.
Director's Responsibilities Statement
We confirm that to the best of our knowledge:
(a) the unaudited condensed interim financial statements for the Period have
been prepared in accordance with IAS 34 'Interim Financial Reporting';
(b) the interim management report includes a fair review of the information
required by DTR 4.2.7R (indication of important events and their impact during
the first six months and description of principal risks and uncertainties for
the remaining six months of the year); and
(c) the interim management report includes a fair review of the information
required by DTR 4.2.8R (disclosure of related parties' transactions and
changes therein).
Enquiries:
The Company
Tone Goh, Executive Chairman
+61 8 6189 8531
Financial Adviser
First Sentinel Corporate Finance
+44 (0)20 3855 5551
Brian Stockbridge / Gabrielle Cordeiro
Broker
CMC Markets
+44 (0)20 3003 8632
Douglas Crippen
Financial PR & Investor Relations
IFC Advisory Limited
Tim Metcalfe / Graham Herring / Florence Staton
+44 (0)20 3934 6632
For more information please see: https://gstechnologies.co.uk
(https://gstechnologies.co.uk/)
Unaudited consolidated statement of profit or loss and other comprehensive
income
for the period ended 30 September 2025
Unaudited Audited Unaudited
Six months Year Six months
Notes ended ended ended
30.09.2025 31.03.2025 30.09.2024
US$ 000 US$ 000 US$ 000
Net operating income
Revenue 6 1,399 2,817 2,227
Other income 7 6 147 7
1,405 2,964 2,234
Net operating expense
Continuing operations 8 (1,943) (5,159) (2,330)
Foreign exchange gain/(loss) 81 (118) (15)
Operating loss before tax (457) (2,313) (110)
Income tax expense 21 20 15 41
Net loss for the period (437) (2,298) (69)
Other comprehensive loss
Revaluation gain from digital assets - 58 -
Movement in foreign exchange reserve (273) (52) (655)
Total comprehensive loss for the period (710) (2,292) (724)
Net Loss for the period attributable to:
Equity holders for the parent (303) (2,195) (46)
Non-controlling interest 23 (133) (103) (23)
(436) (2,298) (69)
Total comprehensive loss for the period
attributable to:
Equity holders for the parent (577) (2,189) (701)
Non-controlling interest (133) (103) (23)
(710) (2,292) (724)
Basic (loss) per share 11 (0.00019) (0.00106) (0.00003)
Diluted (loss) per share (0.00019) (0.00106) (0.00003)
Unaudited consolidated statement of financial position
as at 30 September 2025
Unaudited Audited Unaudited
Six months Year Six months
Notes ended ended ended
30.09.2025 31.03.2025 30.09.2024
US$ 000 US$ 000 US$ 000
ASSETS
Current assets
Cash and cash equivalents 13 3,911 4,214 2,917
Trade and other receivables 14 45,234 38,263 381
Other assets 277 277 277
Inventories 15 6 13 10
Total current assets 49,428 42,767 3,585
Non-current assets
Property, plant and equipment 16 120 109 514
Intangible assets 18 5,241 4,141 3,743
Total non-current assets 5,361 4,250 4,257
TOTAL ASSETS 54,789 47,017 7,842
EQUITY
Share Capital 22 18,163 15,582 12,124
Treasury Shares (16) (16) (808)
Reserves (280) 8 (287)
Non-controlling interest (184) (51) -
Other comprehensive income - 58 -
Retained Earnings (7,557) (7,120) (3,893)
Total Equity 10,126 8,445 7,136
Equity attributable to owners of the parent 10,310 8,496 7,103
Non-controlling equity interest 23 (184) (51) 33
10,126 8,445 7,136
LIABILITIES
Current liabilities
Trade and other payable 24 44,530 38,437 538
Lease liabilities 17 38 37 19
Total current liabilities 44,568 38,474 557
Non-current liabilities
Lease liabilities 17 68 65 107
Loans payable 25 18 24 38
Other payable 9 9 4
Total non-current liabilities 95 98 149
Total Liabilities 44,663 38,573 706
TOTAL EQUITY & LIABILITIES 54,789 47,017 7,842
Unaudited consolidated statement of changes in equity
for the period ended 30 September 2025
Shareholder Capital Treasury Shares FX Reserve NCI OCI Retained Earnings Total
2025 Consolidated Interim US$ 000 US$ 000 US$ 000 US$ 000 US$ 000 US$ 000 US$ 000
(Unaudited)
Balance at 1 April 2025 15,582 (16) (8) (51) 58 (7,120) 8,445
Comprehensive Income / (Loss)
Loss for the period - - - - - (437) (437)
Other comprehensive loss for the period - - (272) - (58) - (329)
Non-controlling interest - - - (133) - - (133)
Total comprehensive loss for the period - - (272) (133) (58) (437) (900)
Transactions with owners in their capacity as owners:
Shares issued during the year 2,581 - - - - - 2,581
Balance at 30 September 2025 18,163 (16) (280) (184) - (7,557) 10,126
Shareholder Capital Treasury Shares FX Reserve NCI OCI Retained Earnings Total
2025 Consolidated US$ 000 US$ 000 US$ 000 US$ 000 US$ 000 US$ 000 US$ 000
(Audited)
Balance at 1 April 2024 10,870 (808) 44 52 - (4,822) 5,336
Comprehensive Income / (Loss)
Loss for the year - - - - - (2,298) (2,298)
Revaluation gains on digital assets - - - - 58 - 58
Other comprehensive loss for the year - - (52) - - - (52)
Non-controlling interest - - - (103) - - (103)
Total comprehensive loss for the year - - (52) (103) 58 (2,298) (2,395)
Transactions with owners in their capacity as owners:
Shares issued during the year 4,712 792 - - - - 5,504
Balance at 31 March 2025 15,582 (16) (8) (51) 58 (7,120) 8,445
Unaudited consolidated statement of cash flow for the period ended
for the period ended 30 September 2025
Unaudited Audited Unaudited
Six months Year Six months
Notes ended ended ended
30.09.2025 31.03.2025 30.09.2024
US$ 000 US$ 000 US$ 000
CASH FLOWS FROM OPERATING ACTIVITIES
Loss before taxation from operations (457) (2,313) (110)
Adjustments:
Depreciation on property, plant and equipment 16 1 14 31
Depreciation on right-of-use of asset - 41 -
Impairment 18 - 833 -
Interest expense on lease - 6 4
Income tax (20) (15) 41
(Profit) / Loss on foreign exchange (146) (194) 6
Operating loss before working capital changes (622) (1,628) (28)
Decrease/(Increase) in inventories 7 (3) -
Decrease/(Increase) in trade and other receivables (6,971) (37,655) 226
(Decrease)/Increase in trade and other payables 6,093 37,404 (496)
Net cash flow used in operating activities (1,493) (1,882) (298)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property, plant and equipment (12) (3) (265)
Deferred consideration paid - (220) -
Purchase of intangible asset (1,100) (866) (30)
Net cash flow from investing activities (1,112) (1,089) (295)
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of new shares 2,581 4,712 1,561
Treasury shares - - -
Principal elements of lease payments - 69 (4)
Decrease in loans payable (6) (17) (3)
Forex reserves (273) 52 (656)
Net cash flow from financing activities 2,302 4,574 899
Net increase/(decrease) in cash and cash equivalents (303) 1,603 306
Cash and cash equivalents at beginning of the period 4,214 2,611 2,611
Cash and cash equivalents at end of the period 13 3,911 4,214 2,917
Notes to the Group Unaudited Consolidated Financial Statements
These notes form an integral part of and should be read in conjunction with
the accompanying
financial statements.
1. Corporate information
The consolidated financial statements of GSTechnologies Ltd (the "Company")
and its subsidiaries (collectively referred to as the "Group" for the
financial period from 1 April 2025 and ended 30 September 2025 were authorised
for issue in accordance with a resolution of the Directors on 18 December
2025.
The registered office of GSTechnologies Ltd, the ultimate parent of the Group
is Craigmur Chambers, Road Town, Tortola, VG1110, British Virgin Islands.
The principal activity of the Company comprises of fintech services through
the use of blockchain technology; and the provision of data infrastructure,
storage and technology services by its subsidiaries.
2. Basis of preparation
2.1 Statement of compliance
The unaudited interim consolidated financial statements of the Group have been
prepared in accordance with International Financial Reporting Standards (IFRS)
as adopted by United Kingdon Accounting Standards, including Financial
Reporting Standard 102, The Financial Reporting Standard applicable in the
United Kingdon and Ireland and the Companies Act 2006 as they apply to the
financial statements of the Group for the period 1 April 2025 to 30 September
2025.
The unaudited set of financial statements included in this half-yearly
financial report has been prepared in accordance with UK adopted International
Accounting Standard 34, "Interim Financial Reporting and the Disclosure and
Transparency Rules of the Financial Conduct Authority".
The annual financial statements of the Group will be prepared in accordance
with UK adopted International Financial Reporting Standards. They do not
constitute statutory accounts within the meaning of section 434(3) of the
Companies Act 2006 and should be read in conjunction with the financial
statements prepared for GSTechnologies Ltd for the twelve months ended 31
March 2025, which were prepared in accordance with International Financial
Reporting Standards (IFRS) and are available to shareholders on request. The
information for the period ended 30 September 2025 has neither been audited
nor reviewed and does not constitute statutory accounts as defined in Section
434 of the Companies Act 2006.
The unaudited interim 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.
The preparation of financial statements in conformity with FRS requires
management to exercise its judgement in the process of applying the Group's
accounting policies. It also requires the use of accounting estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements, and the reported amounts of revenues and expenses during the
financial year. Although these estimates are based on management's best
knowledge of current events and actions, actual results may ultimately differ
from those estimates. Critical accounting estimates and assumptions used that
are significant to the financial statements, and areas involving a higher
degree of judgement or complexity, are disclosed in Note 3.
2.2 Consolidation
The unaudited consolidated financial statements comprise the financial
statements of the Group as of 30 September 2025, and for the period then
ended.
The financial statements of the subsidiaries are prepared for the same
reporting period as the GSTechnologies Ltd (parent company), using consistent
accounting.
Subsidiaries are consolidated from the date on which control is transferred to
the Group to the date on which that control ceases. In preparing the
consolidated financial statements, intercompany transactions, balances and
unrealised gains on transactions between group companies are eliminated.
Unrealised losses are also eliminated unless the transaction provides evidence
of an impairment of the asset transferred. Where necessary, adjustments are
made to the financial statements of subsidiaries to ensure consistency of
accounting policies with those of the Group.
Minority interest is that part of the net results of operations and of net
assets of a subsidiary attributable to interests which are not owned directly
or indirectly by the Group. It is measured at the minorities' share of the
fair value of the subsidiaries' identifiable assets and liabilities at the
date of acquisition by the Group and the minorities' share of changes in
equity since the date of acquisition, except when the losses applicable to the
minority in a subsidiary exceed the minority interest in the equity of that
subsidiary. In such cases, the excess and further losses applicable to the
minority are attributed to the equity holders of the Company, unless the
minority has a binding obligation to, and is able to, make good the losses.
When that subsidiary subsequently reports profits, the profits applicable to
the minority are attributed to the equity holders of the Company until the
minority's share of losses previously absorbed by the equity holders of the
Company has been recovered.
3. Significant accounting judgements, estimates and
assumptions
Estimates and judgements are continually evaluated and are based on historical
experience and other factors, including expectations of future events that are
believed to be reasonable under the circumstances.
Critical accounting 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 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 30 September 2025, the Group held cash reserves of US$3,911,000 (2024:
US$2,917,000).
The Directors believe that there are sufficient funds to meet the Group's
working capital requirements.
The Group recorded a loss of US$437,000 for the six months ended 30 September
2025 and had net assets of US$10,126,000 as of 30 September 2025 (2024: loss
of US$69,000 and net assets of US$7,135,000).
Subsidiaries GS Fintech UAB, Angra Limited, and Semnet Pte Ltd are expected to
contribute profit to the Group.
Estimated impairment of goodwill
The Group tests annually whether goodwill has suffered any impairment, in
accordance with the accounting policy stated in Note 5.5. The recoverable
amounts of cash-generating units have been determined based on value-in-use
calculations.
Income taxes
The Group is subject to income taxes in numerous jurisdictions. Significant
judgement is required in determining the capital allowances and deductibility
of certain expenses during the estimation of the provision for income taxes.
There are many transactions and calculations for which the ultimate tax
determination is uncertain during the ordinary course of business. The Group
recognises liabilities for anticipated tax audit issues based on estimates of
whether additional taxes will be due. Where the final tax outcome of these
matters is different from the amounts that were initially recorded, such
differences will impact the income tax and deferred income tax provisions in
the period in which such determination is made.
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 26 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.
Critical judgements in applying the entity's 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 14 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 is 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 15 to the financial statements.
4. Adoption of new and amended standards and interpretations
There are several new accounting standards and interpretations issued by the
IFRS that are not yet mandatorily applicable to the Group and have not been
applied in preparing these consolidated financial statements. The Group does
not plan to adopt these standards early.
These standards are not expected to have a material impact on the Group in the
current or future reporting periods.
5. Summary of significant accounting policies
5.1 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.
Sale of goods
Revenue from the sale of goods is recognised when a Group entity has delivered
the products to the customer, the customer has accepted the products and
collectability of the related receivables is reasonably assured.
Component parts and products are often sold with a right of return.
Accumulated experience is used to estimate and provide for such returns at the
time of sale.
Rendering of services
Revenue from remittance services is recognised over the period in which the
services are rendered, by reference to completion of the specific transaction
assessed on the basis of the actual service provided as a proportion of the
total services to be performed. A customer enters into the contract with the
Company at the time of opening an account or initiating a money transfer.
Generally, the customer agrees to the contractual terms by formally accepting,
on Company's website or the Company's App, the terms and conditions of the
respective service, which detail the Group's performance obligations and fees.
The transaction price is the amount of consideration expected to be received
in exchange for providing services to a customer. The fees charged to
customers are shown to them upfront prior to the transaction being initiated.
For international transfers, a single upfront fee per transaction is charged,
consisting of a fixed and a variable amount. The amount of both the fixed and
the variable portion of the fee depends on a number of factors, including the
currency route, the transfer size, the type of transaction being undertaken
and the payment method used. Company offers certain rebates in the form of a
fee refund for eligible transactions. The refund liability is recognised for
the expected future rebates at the time of the transaction and deducted from
revenue in accordance with IFRS 15.
The transaction price is allocated to performance obligations of the different
revenue streams on the basis of relative standalone selling prices. As there
is typically a single performance obligation associated with each type of
service provided to a customer, the revenue is recognised at the point in time
when the performance obligation has been satisfied. For money transfers it is
upon delivery of funds to the recipient. In the case of money conversions it
is when a customer balance is converted into a different currency.
Interest income
Interest income is recognised on a time-proportion basis using the effective
interest method. When a receivable is impaired, the Group reduces the carrying
amount to its recoverable amount, being the estimated future cashflow
discounted at original effective interest rate of the instrument, and
thereafter amortising the discount as interest income.
Government grants
Grants from the government are recognised at their fair value where there is a
reasonable assurance that the grant will be received and the group will comply
with all attached conditions. Note 7 provides further information on how the
group accounts for government grants.
5.2 Property, Plant and Equipment
Measurement
Plant and equipment are shown at cost less accumulated depreciation and
impairment losses. The initial cost of an asset comprises its purchase price
or construction cost, any costs directly attributable to bringing the asset
into operation, any incidental cost of purchase, and associated borrowing
costs. The purchase price or construction cost is the aggregate amount paid
and the fair value of any other consideration given to acquire the asset.
Directly attributable costs include employee benefits, professional fees and
costs of testing whether the asset is functioning properly. Capitalised
borrowing costs include those that are directly attributable to the
construction of mining and infrastructure assets.
Property, plant and equipment relate to plant, machinery, fixtures and
fittings and are shown at historical cost less accumulated depreciation and
impairment losses.
Depreciation
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:
Computer Equipment 3 years
Fixtures and fittings 3 years
Lease improvements 2 years
The residual values and useful lives of property, plant and equipment are
reviewed, and adjusted as appropriate, at each balance sheet date.
Subsequent expenditure
Subsequent expenditure relating to property, plant and equipment that has
already been recognised is added to the carrying amount of the asset when it
is probable that future economic benefits, in excess of the standard of
performance of the asset before the expenditure was made, will flow to the
Group and the cost can be reliably measured. Other subsequent expenditure is
recognised as an expense during the financial year in which it is incurred.
Disposal
On disposal of an item of property, plant and equipment, the difference
between the net disposal proceeds and its carrying amount is taken to the
income statement. Any amount in revaluation reserve relating to that asset is
transferred to retained earnings.
5.3 Intangible assets
Goodwill, licences and computer software have been classified as intangible
assets with indefinite useful lives. In accordance with IAS 38 Intangible
Assets and IAS 36 Impairment of Assets, such assets are not amortised but are
tested for impairment annually, or more frequently if events or changes in
circumstances indicate that they might be impaired.
Gross Carrying Amount Accumulated Amortization Intangible
Assets, Net
Impairment Life
Intangible assets US$'000 US$'000 USS'000 US$'000
Amortizing intangible assets:
Crypto License 30 (27) 3 3 years
Software & Licenses 108 (21) 87 3 years
Indefinite-lived intangible assets:
Goodwill 961 961 indefinite
Software & Licenses 1,562 1,562 indefinite
Neobanking platform 1,017 1,017 indefinite
Digital Assets 505 1,100 1,605 indefinite
Trademarks 6 6 indefinite
Total 4,188 (48) 1,100 5,241
Management has assessed the useful lives of these assets as indefinite, based
on the following considerations:
Goodwill - In accordance with IFRS, goodwill is deemed to have an indefinite
useful life. It is not amortised but is subject to annual impairment testing,
or more frequent review if indicators of impairment arise.
Licences - The licences are granted by regulatory authorities and are
renewable indefinitely provided that Angra Limited complies with the relevant
regulatory requirements. As these licences represent the core regulatory
permission necessary to operate the business, management considers them to be
of indefinite duration and fundamental to the Group's ongoing operations.
Computer Software - The Group fully owns the intellectual property rights
associated with its proprietary software platform. The software is subject to
ongoing maintenance, enhancements and adaptation to meet evolving business and
technological requirements. Management does not anticipate technological
obsolescence in the foreseeable future and, as such, considers the software to
have an indefinite useful life.
5.4 Investments in subsidiaries, joint ventures and
associated companies
Investments in subsidiaries, joint ventures and associated companies are
stated at cost less accumulated impairment losses (Note 5.5) in the Company's
balance sheet. On disposal of investments in subsidiaries, joint ventures and
associated companies, the difference between net disposal proceeds and the
carrying amount of the investment is taken to the income statement.
5.5 Impairment of assets
Goodwill is tested annually for impairment, as well as when there is any
indication that the goodwill may be impaired. Impairment loss on goodwill is
not reversed in a subsequent period.
Intangible assets, property, plant and equipment and investments in
subsidiaries are reviewed for impairment whenever there is any indication that
these assets may be impaired. If any such indication exists, the recoverable
amount (i.e. the higher of the fair value less cost to sell and value in use)
of the asset is estimated to determine the amount of impairment loss.
5.6 Financial instruments
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.
Financial liabilities
i. Classification, 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.
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.
5.7 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.
5.8 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.
5.9 Interest-bearing loans and borrowings
Borrowings are recognised initially at fair value, net of transaction costs
incurred. Borrowings are subsequently stated at amortised cost. Any difference
between the proceeds (net of transaction costs) and the redemption value is
taken to the income statement over the period of the borrowings using the
effective interest method.
Borrowings which are due to be settled within twelve months after the balance
sheet date are included in current borrowings in the balance sheet even though
the original term was for a period longer than twelve months and an agreement
to refinance, or to reschedule payments, on a long-term basis is completed
after the balance sheet date and before the financial statements are
authorised for issue. Other borrowings due to be settled more than twelve
months after the balance sheet date are included in non-current borrowings in
the balance sheet.
5.10 Fair value estimation
The fair value of financial instruments traded in active markets (such as
exchange- traded and over-the-counter securities and derivatives) is based on
quoted market prices at the balance sheet date. The quoted market price used
for financial assets held by the Group is the current bid price; the
appropriate quoted market price for financial liabilities is the current ask
price. The fair value of interest-rate swaps is calculated as the present
value of the estimated future cash flow, discounted at actively quoted
interest rates. The fair value of forward foreign exchange contracts is
determined using forward exchange market rates at the balance sheet date.
The fair value of financial instruments that are not traded in an active
market is determined by using valuation techniques. The Group uses a variety
of methods and makes assumptions that are based on market conditions existing
at each balance sheet date. Quoted market prices or dealer quotes for similar
instruments are used for long-term debt. Other techniques, such as estimated
discounted cash flows, are used to determine fair value for the remaining
financial instruments.
The carrying amount of current receivables and payables are assumed to
approximate their fair values. The fair value of financial liabilities for
disclosure purposes is estimated by discounting the future contractual cash
flows at the current market interest rate that is available to the Group for
similar financial instruments.
5.11 Leases
The Group assesses whether a contract is, or contains, a lease at the
inception of the arrangement. A lease is recognised when the Group obtains the
right to control the use of an identified asset for a period of time in
exchange for consideration.
Recognition and Measurement
At the commencement date, the Group recognises a right-of-use (ROU) asset and
a corresponding lease liability. The lease liability is initially measured at
the present value of lease payments to be made over the lease term, discounted
using the interest rate implicit in the lease, or if that cannot be readily
determined, the Group's incremental borrowing rate.
The right-of-use asset is initially measured at cost, comprising the amount of
the lease liability, any lease payments made at or before the commencement
date, and any initial direct costs, less any lease incentives received.
Subsequent Measurement
Lease liabilities are measured at amortised cost using the effective interest
method and remeasured when future lease payments change due to reassessment or
modification.
Right-of-use assets are depreciated on a straight-line basis over the shorter
of the asset's useful life or the lease term. They are also subject to
impairment testing in accordance with the Group's impairment policy.
Short-term and Low-value Leases
Payments associated with short-term leases (12 months or less) and leases of
low-value assets are recognised as an expense on a straight-line basis in the
income statement.
The Group provides disclosures on the nature and terms of lease arrangements,
maturity analysis of lease liabilities, variable lease payments, and
significant judgements made in determining lease terms and discount rates in
Note 17.
5.12 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.
5.13 Inventories
Inventories are stated at the lower of cost and net realisable value. The net
realisable value is the estimated selling price in the ordinary course of
business.
5.14 Income Tax
GSTechnologies Ltd is a UK-listed entity and has assessed its obligations
under the OECD Pillar Two rules, which introduce a minimum global effective
tax rate for multinational enterprises. Based on its consolidated revenue
being below the €750 million threshold in the current and preceding periods,
the Company is exempt from Pillar Two reporting and top-up tax liabilities.
This assessment has been made in accordance with guidance issued by HMRC, and
the Directors confirm that the Company meets all conditions for exemption.
The income tax expense or credit for the period is the tax payable on the
current period's taxable income, based on the applicable income tax rate for
each jurisdiction, adjusted by changes in deferred tax assets and liabilities
attributable to temporary differences and to unused tax losses.
The current income tax charge is calculated on the basis of the tax laws
enacted or substantively enacted at the end of the reporting period in the
countries where the company and its subsidiaries operate and generate taxable
income. Management periodically evaluates positions taken in tax returns with
respect to situations in which applicable tax regulation is subject to
interpretation and considers whether it is probable that a taxation authority
will accept an uncertain tax treatment. The group measures its tax balances
either based on the most likely amount or the expected value, depending on
which method provides a better prediction of the resolution of the
uncertainty.
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.
5.15 Provisions for other liabilities and charges
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.
5.16 Employee benefits
Defined contribution plans
Defined contribution plans are post-employment benefit plans under which the
Group pays fixed contributions into separate entities and will have no legal
or constructive obligation to pay further contributions if any of the funds do
not hold sufficient assets to pay all employee benefits relating to employee
services in the current and preceding financial years. The Group's
contribution to defined contribution plans are recognised in the financial
year to which they relate.
Termination benefits
Termination benefits are payable when employment is terminated before the
normal retirement date, or whenever an employee accepts voluntary redundancy
in exchange for these benefits. The Group recognises termination benefits when
it is demonstrably committed to either: terminating the employment of current
employees according to a detailed formal plan without possibility of
withdrawal; or providing termination benefits as a result of an offer made to
encourage voluntary.
5.17 Currency translation
i) Functional and presentation currency
Items included in the financial statements of each entity in the Group are
measured using the currency of the primary economic environment in which the
entity operates ("the functional 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 dates. 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) Translation of Group entities' financial statements
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
5.18 Segment reporting
A business segment is a group of assets and operations engaged in providing
products or services that are subject to risks and returns that are different
from those of other business segments. A geographical segment is engaged in
providing products or services within a particular economic environment that
is subject to risks and returns that are different from those of segments
operating in other economic environments. The analysis of revenue by type of
customer and geographical region, is set out in Note 6.
5.19 Cash and cash equivalents
Cash and cash equivalents comprise cash on hand, deposits with financial
institution 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. Bank overdrafts are included in borrowings on the
balance sheet.
5.20 Share capital
Ordinary shares are classified as equity. Mandatorily redeemable preference
shares are classified as liabilities. Incremental costs directly attributable
to the issuance of new equity instruments are taken to equity as a deduction,
net of tax, from the proceeds.
Where any Group company purchases the Company's equity share capital (Treasury
shares), the consideration paid, including any directly attributable
incremental costs (net of income taxes), is deducted from equity attributable
to the Company's equity holders until the shares are cancelled, reissued or
disposed of. Where such shares are subsequently disposed or reissued, any
consideration received, net of any directly attributable incremental
transaction costs and the related income tax effects, is included in equity
attributable to the Company's equity holders. Realised gain or loss on
disposal or reissue of Treasury shares are included in retained profits of the
Company.
5.21 Earnings per share
(i) Basic earnings per share
Basic earnings per share is calculated by dividing:
• the profit attributable to owners of the company, excluding any costs of
servicing equity other than ordinary shares.
• by the weighted average number of ordinary shares outstanding during the
financial year, adjusted for bonus elements in ordinary shares issued during
the year and excluding treasury shares (Note 11).
(ii) Diluted earnings per share
Diluted earnings per share adjusts the figures used in the determination of
basic earnings per share to take into account:
• The after-income tax effect of interest and other financing costs
associated with dilutive potential ordinary shares.
• The weighted average number of additional ordinary shares that would have
been outstanding, assuming the conversion of all dilutive potential ordinary
shares.
5.22 Rounding of amounts
All amounts disclosed in the financial statements and notes have been rounded
off to the nearest thousand in United States Dollar, unless otherwise stated.
6. Revenue
6 months ended 30 September
2025 2024
US$'000 US$'000
(Unaudited) (Unaudited)
Rendering of services 951 1,695
Transfer fees and charges 448 532
1,399 2,277
Revenue by geographical region:
Singapore 951 1,695
UK and others 448 532
1,399 2,277
Transaction fees and charges are from Angra Ltd with transaction volume of
US$59.21 (2024: US$67.20) million and GS Fintech UAB with transaction volume
of US$44.21 (2024: US$63.20) million respectively.
7. Other income
6 months ended 30 September
2025 2024
US$'000 US$'000
(Unaudited) (Unaudited)
Interest income 2 5
Government grant 4 2
6 7
8. Net operating expenses
6 months ended 30 September
Net operating expenses 2025 2024
US$'000 US$'000
(Unaudited) (Unaudited)
Continuing Operations
Costs of goods sold 354 936
Employee cost 882 667
Admin expense 366 491
Travel expense 8 49
Lease expense 101 46
Office expense 182 46
Depreciation 1 31
Occupancy cost 17 30
Distribution, advertising and promotion 6 23
Finance cost 24 7
Interest expense on lease 4 4
Impairment of digital asset 2 -
1,943 2,330
9. Key management personnel
6 months ended 30 September
2025 2024
US$'000 US$'000
(Unaudited) (Unaudited)
Directors' salaries 321 285
Director's accommodation 27 -
348
285
10. Employee cost
6 months ended 30 September
2025 2024
US$'000 US$'000
(Unaudited) (Unaudited)
Wages and salaries 450 320
Staff welfare and other employee costs 84 62
Total 534 382
Average number of employees for the Group 39 36
11. Earnings per share
6 months ended 30 September
2025 2024
US$'000 US$'000
(Unaudited) (Unaudited)
Loss for the period attributable to members of the parent (437) (69)
Basic earnings per share is calculated by dividing the profit attributable to
owners of the Parent by the weighted average number of ordinary shares in
issue during the period.
Basic weighted average number of ordinary shares in issue 2,281,718,690 2,056,187,607
Basic loss per share-cents (0.00019) (0.00003)
Diluted loss per share-cents (0.00019) (0.00003)
12. Segment reporting
The consolidated entity's operating segments have been determined with
reference to the monthly management accounts used by the chief operating
decision maker to make decisions regarding the consolidated entity's
operations and allocation of working capital.
Due to the size and nature of the consolidated entity, the Board has been
determined as the chief operating decision maker.
The consolidated entity operates in one business segment, being information
data technology and infrastructure.
The revenues and results are those of the consolidated entity as a whole and
are set out in the statement of profit and loss and other comprehensive
income. The segment assets and liabilities of this segment are those of the
consolidated entity and are set out in the Statement of Financial Position.
13. Cash and cash equivalents
6 months ended 30 September
2025 2024
US$'000 US$'000
(Unaudited) (Unaudited)
Cash at bank 3,911 2,917
14. Trade and other receivables
6 months ended 30 September
2025 2024
US$'000 US$'000
(Unaudited) (Unaudited)
Trade receivables 45,066 105
Prepayments 121 143
Other debtors 47 133
45,234 381
15. Inventories
Inventories are valued at the lower of cost and net realisable value.
Semnet Pte Ltd inventory as at 30 September 2025:
6 months ended 30 September
2025 2024
US$'000 US$'000
(Unaudited) (Unaudited)
Inventories 6 10
16. Property, plant and equipment
Right-Of-Use Furniture
Assets Renovation US$'000 & Office Software Total US$'000
(Unaudited) US$'000 Equipment US$'000 US$'000
Cost
As at 31 March 2025 151 18 99 - 267
Additions / Transfer in - - 7 - 7
Disposal / Write-off - - - - -
Forex translation - - - - -
As at 30 September 2025 151 18 106 - 274
Accumulated depreciation
As at 31 March 2025 50 11 97 - 158
Charge for the period - - 1 - 1
Disposal / Write-off - - - - -
Forex translation (5) - - - (5)
As at 30 September 2025 45 11 98 - 154
Net book value 101 6 2 - 192
As at 31 March 2025
As at 30 September 2025 106 6 8 - 120
17. Lease liabilities
Lease liabilities recognized in the balance sheet
The balance sheet shows the following amounts relating to lease liabilities
6 months ended 30 September
2025 2024
US$'000 US$'000
(Unaudited) (Unaudited)
Current 38 19
Non-current 68 107
106 126
Amounts recognized in the statement of profit or loss
The statement of profit or loss shows the following amounts relating to
leases:
6 months ended 30 September
2025 2024
US$'000 US$'000
(Unaudited) (Unaudited)
Depreciation on ROU - 23
Interest expense on lease - 4
- 27
18. Intangible assets
Trademark US$'000 Goodwill US$'000 Digital Asset US$'000 Software & Total
(Unaudited) Licenses US$'000 US$'000
As at 31 March 2024 6 1,761 258 2,082 4,107
Additions - - 247 620 867
Impairment - (800) - (33) (833)
As at 31 March 2025 6 961 505 2,669 4,141
Additions - - 1,100 - 1,100
Impairment - - - - -
As at 30 September 2025 6 961 1,605 2,669 5,241
19. Subsidiaries
The Group's subsidiaries as at 30 September 2025 are set out below. Unless
otherwise stated, they have share capital consisting solely of ordinary
shares, and the proportion of ownership interests held equals the voting
rights held by the Group. The country of incorporation or registration is also
their principal place of business.
Name of Subsidiary Place of Incorporation Proportion of Proportion
Ownership of Voting
Interest Power
Golden Saint Technologies Australia 100 100
(Australia) Pty Ltd
GS Fintech Ltd UK 100 100
GS Fintech Pte Ltd Singapore 100 100
GS Fintech UAB Lithuania 100 100
Angra Limited UK 100 100
Angra Global Limited Canada 100 100
Semnet Pte Ltd Singapore 66.67 66.67
Bake Fintech Pte Ltd Singapore 100 100
20. Incorporation of subsidiary
On 4 March 2025, the Group incorporated Bake Fintech Pte. Ltd. ("Bake
Fintech"), a wholly owned subsidiary by GSTechnologies Limited domiciled in
Singapore. Bake Fintech was incorporated with a paid-up share capital of
US$109,652 (equivalent to S$144,000).
The company's principal activity is the development of software and
applications to support the Group's financial technology operations. Bake
Fintech operates primarily as a cost centre within the Group, undertaking
software development, systems integration, and technology support services for
GS Fintech UAB and its subsidiaries.
Bake Fintech has been included in the consolidated interim financial
statements for the full six-month period ended 30 September 2025, as the Group
obtained control over the subsidiary from the date of its incorporation.
The incorporation of Bake Fintech Pte. Ltd. forms part of the Group's ongoing
strategy to strengthen its in-house technology development capabilities and to
expand its operational presence in the Asia-Pacific region.
No goodwill arose on consolidation as the subsidiary was incorporated by the
Group.
21. Taxation
Unrecognised tax losses
Where the realisation of deferred tax assets is dependent on future taxable
profits, losses carried forward are recognised only to the extent that
business forecasts predict that such profits will be available to the
companies in which losses arose.
The parent, GSTechnologies Ltd, is not liable to corporation tax in BVI, so it
has no provision for deferred tax. However, Golden Saint Technologies
(Australia) Pty Ltd is liable to tax in Australia, GS Fintech Pte Ltd and
Semnet Pte Ltd is liable for tax in Singapore, Angra Limited and GS Fintech
Ltd is liable in UK, Angra Global Limited in Canada and GS Fintech UAB is
liable in Lithuania.
Tax liability as at 30 September 2025 for GS Fintech UAB is US$ 12,887 and
Semnet Pte Ltd is US$30,273.
6 months ended 30 September
2025 2024
US$'000 US$'000
(Unaudited) (Unaudited)
Current income tax 20 368
Adjustments for prior year 23 (41)
43 327
Deferred tax expenses - -
Provision for income tax 43 327
22. Share capital and reserves
The share capital of the Company is denominated in UK Pounds Sterling. Each
allotment during the period was then translated into the Group's functional
currency, US Dollars at the spot rate on the date of issue.
Authorised Number of Shares US$'000
Ordinary Shares
As at 31 March 2025 2,165,848,842 15,582
Issues during the period
1 April 2025 to 30 September 2025 160,416,666 2,581
Total shares issued as at 30 September 2025 2,326,265,508 18,163
Treasury Shares during the period (1,155,287) (16)
1 April 2025 to 30 September 2025
23. Non-controlling equity interest
All entities within the group are currently 100% owned, with the exception of
Semnet Pte Ltd, in which GST holds a 66.67% stake, while the remaining 33.33%
is owned by non-controlling interests.
24. Trade and other payables
6 months ended 30 September
2025 2024
US$'000 US$'000
(Unaudited) (Unaudited)
Trade payable 44,422 57
Accruals 60 57
Deferred revenue - 61
Other payable 5 36
Income tax provision 43 327
44,530 538
Trade payables are non-interest bearing and are normally settled on 60-day
terms.
25. Loans payable
30-Sep-25 30-Sep-24
Term Current Non-current Current Non-current
US$0'000 US$0'000 US$0'000 US$0'000
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
Loan 1 5 years - 18 - 38
- 18 - 38
26. Commitments and contingencies
The Group is subject to no material commitments or contingent liabilities.
27. Ultimate controlling parties
The Company is owned by a number of private shareholders and companies, none
of whom own more than 25% of the issued share capital of the Company.
Accordingly, there is no parent entity nor ultimate controlling party by
virtue of shareholding.
The significant shareholders as of 30 September 2025 are the following:
Entities Quantity of Ordinary Shares Percentage of Ordinary Shares
Hargreaves Lansdown (Nominees) Limited 525,661,072 22.61%
Interactive Investor Services Nominees Limited 341,063,694 14.67%
Securities Services Nominees Limited 245,260,678 10.55%
28. Related party transactions
The following is the significant related party transactions entered into by
the Company with related parties on terms agreed between the parties:
6 months ended 30 September
2025 2024
US$'000 US$'000
(Unaudited) (Unaudited)
Rendering of services to parent company - 273
Rendering of services to related parties - 23
- 296
29. Financial risk management objectives and policies
The Group's activities expose it to a variety of financial risks. The Group's
Board provides certain specific guidance in managing such risks, particularly
as relates to credit and liquidity risk. Any form of borrowings requires
approval from the Board and the Group does not currently use any derivative
financial instruments to manage its financial risks. The key financial risks
and the Group's major exposures are as follows:
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.
Interest Rate Risk
Interest rate risk is the risk that the fair value or future cash flows of a
financial instrument will fluctuate because of changes in market interest
rates. A sensitivity analysis is not presented, as all borrowing costs have
been capitalised as at 31 March 2024; therefore, profit or loss and equity
would have not been affected by changes in the interest rate.
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.
Liquidity Risk
Liquidity risk is the risk that the Group will not be able to meet its
financial obligations as they fall due.
The Group monitors its risk to a shortage of funds using a combination of cash
flow forecasts, budgeting and monitoring of operational performance.
Numbers in the table below represent the gross, contractual, undiscounted
amount payable in relation to the financial liabilities.
On Demand Less than three months Three to twelve One to five years Total
months
US$'000 US$'000 US$'000 US$'000 US$'000
As of 30 September 2025:
Trade and other payables 44,530 44,530
30. Capital management
Capital includes equity attributable to the equity holders of the parent.
Refer to the statement of changes in equity for quantitative information
regarding equity.
The Group's primary objectives when managing capital are to safeguard its
ability to continue as a going concern in order to provide returns for
shareholders. For details of the capital managed by the Group as of 30
September 2025, please see Note 22.
The Group is not subject to any externally imposed capital.
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