REG - GSTechnologies Ltd - Results for the year ended 31 March 2024
24/07/2024 07:00
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RNS Number : 5476X GSTechnologies Ltd 24 July 2024
24 July 2024
GSTechnologies Limited
("GST" or the "Company" or the "Group")
Results for the year ended 31 March 2024
GSTechnologies Limited (LSE: GST), the fintech company, is pleased to announce
the Company's audited results for the year ended 31 March 2024 ("FY24").
Highlights
· First full year reporting period as a pure play fintech group following the
completion of the disposal of EMS Wiring Systems Pte Ltd in September 2022
· Completion of the acquisition of PAYPT Finance Ltd ("PAYPT"), a Canadian
company holding a Canadian Money Services Business ("MSB") licence, in August
2023
· Formation of Angra Global following the acquisition of PAYPT, with significant
growth in H2 FY24 and in the current financial year as the business rolled out
its multi-currency e-wallet service
· Soft rollout of the GS20 Exchange completed and the development of the GS20
Exchange has progressed in accordance with the Board's expectations
· Completion of the acquisition of Semnet Pte Ltd ("Semnet"), a cybersecurity
company based in Singapore, in 29 February 2024. Prior to the acquisition's
completion, a US$36 million contract was secured for the sale of
high-performance application servers and solutions specifically designed for
artificial intelligence (AI). These solutions feature the cutting-edge NVIDIA
HGX H800 8-GPUs
· Option purchase agreement to acquire 60% of EasySend Ltd ("EasySend"), a
Northern Ireland company operating a cross-border payments business.
Completion expected later in 2024
· Revenue for the year of US$1.55 million (FY23 reported: US$2.32 million,
including discontinued operations), with a fivefold increase in revenue in H2
FY24 (US$1.29 million) versus H1 FY24 (US$0.26 million)
· Net loss for the year of US$1.22 million (FY23: US$1.63 million loss) as the
Company continued to invest in developing its GS Money solutions, with a
significantly decreased net loss in H2 FY24 (US$0.31 million) versus H1 FY24
(US$0.78 million)
· As of 31 March 2024, the Company had US$2.61 million in cash and cash
equivalents (31 March 2023: US$4.25 million)
Post Period Highlights
· Significant further growth seen with both Angra Global and the GS20 Exchange
post year end
· Placing raising gross proceeds of £1.25 million completed in April 2024
· Proposed acquisition of Bonfirepay in Spain, aimed at enhancing Angra Global's
B2B-focused cross-border payments and currency exchange services throughout
the European Economic Area (EEA), as announced on 9 July 2024
Enquiries:
The Company
Tone Goh, Executive Chairman +61 8 6189 8531
Financial Adviser
VSA Capital Limited +44 (0)20 3005 5000
Simon Barton / Thomas Jackson
Broker
CMC Markets +44 (0)20 3003 8632
Douglas Crippen
Financial PR & Investor Relations
IFC Advisory Limited +44 20 (0) 3934 6630
Tim Metcalfe / Graham Herring / Florence Chandler
For more information please see: https://gstechnologies.co.uk/
(https://gstechnologies.co.uk/)
CHAIRMAN'S STATEMENT
During the year GST continued its strategic focus, started in early 2021, on
developing a borderless neobanking platform providing next-generation digital
money solutions, both organically and through complementary acquisitions. This
is being undertaken under the Company's GS Money banner primarily through the
Group's GS20 Exchange and Angra Global businesses, based on three initial
use-cases: international money transfers, borderless accounts, and private
stablecoin. In particular, the disposal of EMS, completed in September 2022,
removed a loss-making business from the Group and FY24 was the first full year
for GST as a 'pure play' fintech group.
During the year we completed two further significant acquisitions, PAYPT
Finance Ltd ("PAYPT"), a Canadian company holding a Canadian Money Services
Business ("MSB") licence, in August 2023, and Semnet Pte Ltd ("Semnet"), a
cybersecurity company based in Singapore, in February 2024. Both these
acquisitions have added important additional capabilities and sources of
revenue for the Group, which, given the timing of the acquisitions, are not
fully reflected in the FY24 financial statements.
I am very pleased with the progress we have made during the year, which has
continued post period end. Group revenues increased fivefold from the first
half of the year to the second half as we established various offerings and
rolled these out commercially. Further significant growth is expected to be
seen in the current financial year and the various businesses progress and are
fully consolidated into the Group.
Angra Global
Angra Global was established during the year, in August 2023, following the
completion of the acquisition of the entire issued share capital of PAYPT, in
Canada, and its combination with Angra Limited in the UK. Angra Limited,
which operates under the AngraFX brand name, is an established Financial
Conduct Authority ("FCA") approved Authorised Payment Institution ("API"),
conducting fast, secure, and low-cost foreign exchange business and payment
services internationally, the first pillar of GS Money. The addition of
PAYPT provided a Canadian MSB licence encompassing a range of financial
activities, including: foreign exchange dealing; cryptoasset dealing; money
transfer services; and authorisations for the issuance of debit cards and
IBANs. The two businesses are now fully integrated, with the Angra Global team
being led by GST directors Christopher Wellesley and Galvin Bai.
Following the establishment of Angra Global the focus has been on building an
integrated offering, utilising new technologies that provide attractive
solutions for customers and moving away from some of the lower margin
traditional foreign exchange activities previous undertaken by Angra Limited
and PAYPT.
Angra Global's multi-currency e-wallet service, initially covering Sterling,
Euro, US Dollar, Canadian Dollar, Chinese Yuan Renminbi and US Dollar Tether
Token transactions was launched on 1 September 2023 and continues to grow,
with significant growth seen post the year end. This service enables Angra
Global customers to securely store their funds within Angra Global business
accounts and facilitates seamless foreign exchange conversions and fund
transfers through Angra Global's established and reliable banking
partnerships, akin to a conventional business bank account. Additionally,
Angra Global is able to issue Sterling local accounts and Euro SEPA IBAN
accounts to its clients, thereby providing a comprehensive one-stop business
banking solution.
Angra Global is continuing to develop these services and the Group is focused
on accelerating Angra Global's revenue, while simultaneously bolstering the
Angra team to expand its B2B Neobank operations beyond the UK, serving
companies of all sizes worldwide. As part of this expansion strategy, on 29
November 2023, the Company entered into an option to purchase agreement to
acquire 60% of the share capital of EasySend Ltd ("EasySend"), a Northern
Ireland based FCA approved API, conducting cross-border payment services. We
believe the acquisition of a majority stake in EasySend will assist with
growing the customer base for the Company's existing GS Money activities, in
particular Angra Global, and provide access to additional technology,
including EasySend's mobile terminal technology. It is intended that
EasySend's founder and management team will remain with the business and that
the 40% minority holding will be retained by EasySend's founder. As announced
on 9 July 2024, the parties have mutually agreed to extend the period for
entering into a definitive sale and purchase agreement until 30 November 2024.
This extension will allow both parties time to refine the post-acquisition
acquisition integration plan to ensure the acquisition aligns with GST's
strategic objectives.
Post the year end, on 9 July 2024, we announced that GST has entered into a
conditional agreement to acquire the entire issued share capital of Bonfirepay
SL ("Bonfirepay"), a company incorporated and operating under the laws of
Spain. This acquisition is expected to be a significant step in the
Company's planned strategic expansion across Europe. The acquisition of
Bonfirepay is aimed at enhancing Angra Global's B2B-focused cross-border
payments and currency exchange services throughout the European Economic Area
(EEA). Having a presence in Spain, through Bonfirepay, will enable Angra
Global to collaborate with a broader network of European banks, non-banking
financial institutions, and foreign currency providers, thereby reducing
remittance costs and accelerating revenue growth. The completion of the
acquisition is conditional on the finalisation of Bonfirepay's registration as
a Small Payment Institution (SPI) with the central bank of Spain.
Further complementary acquisitions are being investigated to accelerate Angra
Global's growth and provide the licences and infrastructure needed to operate
internationally.
GS20 Exchange
Following the acquisition of Glindala (now GS Fintech UAB), a holder of a
Crypto Currency Exchange Licence registered in Lithuania, in August 2022, GST
soft launched the Company's GS20 cryptoasset exchange in November 2022. The
GS20 Exchange is offering spot trading and over-the-counter trading desk
services for popular cryptoassets, although it is not a pure cryptocurrency
exchange. The soft launch was successfully completed during the year and the
development of the GS20 Exchange has progressed in accordance with the Board's
expectations, with a wider roll-out continuing. There has been a progressive
build-up of registered users, and the Company are greatly encouraged by the
market traction the GS20 Exchange is enjoying. The GS20 Exchange is
generating revenue for the Company via trading commissions at varying levels
depending on the type and size of transaction undertaken.
The GS20 Exchange entered into an agreement with Liminal, a leading blockchain
wallet infrastructure company, just post the year end, to enhance the
exchange's digital assets custody capabilities and to enable the exchange to
securely scale its digital asset operations through HSM (hardware security
module) and MPC (multi-party computation) backed architecture. This has
enabled the successful launch of the GS20 Exchange vaults, facilitating
self-custody for various blockchains including Bitcoin, Ethereum, Tron, and
others. Ensuring digital asset security is a priority and the GS20 Exchange
vaults are CCSS Level 3 certified, the highest standard in Cryptocurrency
Security Standards (CCSS).
The Group complies with the recent implementation of EU-wide cryptocurrency
regulations and is keenly observing developments in this space. Our commitment
to compliance and innovation remains steadfast as we navigate these changes
and continue to explore opportunities within the evolving regulatory
landscape.
Semnet
The Group acquired 66.67% of the share capital of Semnet Pte Ltd ("Semnet"), a
cybersecurity company based in Singapore, on 29 February 2024. Semnet is a
profitable cybersecurity business that is providing the Company with expertise
and licences that are a critical component to the advancement of the Company's
GS Money and B2B Neobanking operations. Cybersecurity is of particular
importance to both the Company's developing global neobank ecosystem under
Angra Global and the GS20 Exchange.
Semnet has now been successfully integrated into the Group's operations and
the Semnet team's experience and capabilities are already adding significant
value to the Group's operations, particularly through enhanced cybersecurity
support.
In addition to providing support to the Group's operations, Semnet has been
successful in winning additional third-party business, including a US$36
million revenue contract with Ypsilon Technology Pte. Ltd that was recognised
prior to the consolidation of Semnet in the Group.
Zheng Kang Wen Mervyn, an existing Director of Semnet, has been appointed as
Sales and Marketing Director of Semnet and is supporting the Group in
expanding Semnet's cybersecurity business. He is being assisted by a senior
leadership team including GST director Galvin Bai and Lam Pek San, a 10%
shareholder in Semnet.
Semnet was only consolidated into the Group on 1 March 2024, a month before
the year end, but is trading ahead of the GST Board's expectations at the time
of the acquisition and the business is achieving significant profitable
growth.
Other Operations
As a further key pillar of the stablecoin activities that the Group intends to
carry out in strategic jurisdictions, including the UK, the Company applied to
the FCA for the Company's stablecoins to be admitted to the FCA Regulatory
Sandbox. In June 2023, the Company was informed by the FCA that they had
concluded that the Company's stablecoin application did not currently meet the
FCA's strict criteria for admission to the FCA Regulatory Sandbox. As an
alternative the FCA offered the Company a place on their Innovations Pathway
programme, an initiative designed to support financial services firms in
launching innovative products and services, which the Company was pleased to
accept. Under the FCA Innovation Pathway programme, the Company was provided
with a dedicated FCA case officer and a comprehensive range of support
services, designed to assist GST to further develop the appropriate path for
the progression of its stablecoin plans. This process has been extremely
helpful in shaping the Company's future roadmap for its stablecoin activities
which may involve a future Regulatory Sandbox application or preparation for
regulatory authorisation without the need for supervised testing.
Discussions with the FCA continue, but regulatory authorisation in the UK for
the Company's stablecoins is not seen as an immediate strategic priority or
necessity as the Group's other operations develop.
Fund Raising
In order to accelerate the implementation of the Group's GS Money strategy,
including via acquisition, the Company has undertaken fundraising activities
as the Board has deemed appropriate to facilitate the maximisation of overall
shareholder value.
During the year the Company entered into an unsecured convertible loan
facility to receive funding of up to US$1.6 million (the "Loan Facility") with
an institutional investor. US$800,000 of the Loan Facility was drawn down.
The Loan Facility was cancelled on 29 March 2023, with the second instalment
of US$800,000 undrawn. On 4 April 2023 the remaining US$285,000 principal
amount of the Loan Facility and the associated interest of US$28,500 (10%),
was converted into new ordinary shares of no-par value in the capital of the
Company ("Ordinary Shares"). Following this conversion no principal amount
or associated interest remains outstanding under the Loan Facility.
On 17 May 2023 the Company has raised gross proceeds of £750,000 through a
placing of 75,000,000 Ordinary Shares at a price of 1.0 pence per share.
On 14 November 2023, the Company raised gross proceeds of £847,000 through a
placing of 77,000,000 Ordinary Shares at a price of 1.10 pence per share.
Post period end, on 23 April 2024, the Company raised gross proceeds of
£1,250,000 through a placing of 119,047,619 Ordinary Shares at a price of
1.05 pence per share.
The Board is mindful of dilution for existing shareholders, and the Company
will only undertake further fundraising activities if the Board believes
additional capital is required to achieve the Company's strategic goals.
Board and People
I would like to take this opportunity to thank all of the GST Board and team
for their hard work and dedication throughout the year.
In June 2023, Chong Loong Fatt Garies ("Garies Chong"), a Non-executive
Director of the Company, resigned from the Board in order to focus on his
other business interests. I would like to thank Garies for his contribution
to GST and we wish him well for the future.
In January 2024 we welcomed Lord Christopher Wellesley to the Board as a
Non-Executive Director. Christopher is an experienced banking and capital
markets executive with over 30 years' experience in senior roles based in the
UK, Hong Kong and the USA. He began working with the Group in the UK in
September 2023 and has been appointed as Chief Executive Officer of Angra
Limited. His significant international capital markets and trading
experience has already proved to be very valuable to the Group.
Current trading
During April to June 2024, GST has experienced a notable increase in revenues,
reflecting the effectiveness of the company's strategic initiatives and the
strong performance of our subsidiaries. Each operating subsidiaries
contributed significantly to this growth, with standout performances in key
markets driven by increased adoption of our digital payment solutions and
expanded partnerships with financial institutions. Our efforts to penetrate
new markets and strengthen our presence in existing ones have yielded positive
results, with new client acquisitions and expanded service agreements.
Summary
GST is now a focused, 'pure play', fintech group with two solid operational
platforms, Angra Global and the GS20 Exchange, coupled with a profitable
cybersecurity business, on which to build and continue to roll out our GS
Money solutions.
Angra Global provides the first pillar of GS Money and is enjoying substantial
growth with its multi-currency e-wallet service, particularly post year end.
With additional services being added and further geographic expansion planned
this growth is expected to accelerate.
Unlocking the demand for a large user base also requires a platform that can
meet the clearing and settlement needs of both retail and institutional
customers, with high compliance and security standards. The GS20 Exchange
provides such a platform and following its soft launch is rapidly building its
customer based as the second pillar of GS Money.
Whilst growing the Group organically and completing the acquisitions of
EasySend and Bonfirepay, we will also continue to explore further value
enhancing acquisition opportunities that are presented.
I would like to take this opportunity to thank all stakeholders, including the
Group's staff, customers and GST shareholders for their continuing support.
GST has come a long way over the last three and a half years and I look
forward to reporting on our further progress in the coming months.
Tone Kay Kim GOH
Executive Chairman
FINANCIAL REVIEW
The Group's financial statements include a full 12-month contribution from
Angra Limited and GS Fintech UAB, with PAYPT (now Angra Global) being
consolidated from 15 August 2023 and Semnet from 1 March 2024.
Income Analysis
Following the disposal of EMS, the Group's income during the year was solely
derived from the Group's 'fintech' and cybersecurity businesses, which led to
a decrease in revenue for the 12-months ended 31 March 2024 to US$1.55 million
(2023: US$2.27 million) as these businesses remain in the developmental
phase. However, the revenue from continuing operations has seen significant
growth. The revenue for the year of US$1.55 million was a 90% increase on
the revenue derived from continuing operations in FY 23, with a further
significant increase seen during the year; H2 FY24 revenue of US$1.29 million
was a fivefold increase over H1 FY24 (US$0.26 million).
The Group's operating loss before tax for the financial year was US$1.22
million, compared to the operating loss incurred in previous financial year of
US$1.63 million as the Company continued to invest in developing its GS Money
solutions, with a significantly decreased net loss in H2 FY24 (US$0.31
million) versus H1 FY24 (US$0.78 million).
Balance Sheet Analysis
Net assets as at 31 March 2024 amounted to US$6.24 million (31 March 2023:
US$3.87 million). As at 31 March 2024, the Group had available cash of
US$2.61 million (31 March 2022: US$4.25 million), with gross proceeds of
£1.25 million (approximately US$1.60 million) being raised post period end in
April 2024.
The Directors believe that the Group is in a stable financial position and has
the financial resources to enable it to expand and grow its current operations
and meet all its current liabilities, together with the ability to access
further capital should an appropriate need arise.
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND COMPREHENSIVE INCOME
Notes 2024 2023
US$'000 US$'000
Net operating income
Sales 6 1,466 442
Other income 88 1
1,554 443
Net operating expense
Continuing Operations 7 (2,535) (1,627)
Foreign exchange loss (242) (25)
Operating loss (1,223) (1,209)
Income tax expense 18 - (21)
Net loss for the year (1,223) (1,230)
Discontinued operations
Loss for the year from discontinued
operations - (398)
Total comprehensive loss for the year (1,223) (1,628)
Other comprehensive (gain)/loss
Movement in foreign exchange reserve 1,370 (187)
Total comprehensive income/(loss) for the year 147 (1,815)
Net Loss for the year attributable to:
Equity holders for the parent (1,223) (1,628)
Non-controlling interest 20 13 -
(1,210) (1,628)
Total comprehensive income/(loss) for the year attributable to:
Equity holders for the parent 134 (1,815)
Non-controlling interest 20 13 -
147 (1,815)
(Loss)/Earnings per share attributable to members
of the Parent
Basic (loss) per share 10 (0.00064) (0.00104)
Diluted (loss) per share 10 (0.00064) (0.00104)
The accompanying notes form an integral part of these consolidated financial
statements.
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
Notes 2024 2023
US$'000 US$'000
ASSETS
Current assets
Cash and cash equivalents 12 2,611 4,252
Trade and other receivables 13 607 78
Other Assets 276 276
Inventories 14 10 -
Total current assets 3,504 4,606
Non-current assets
Property, plant and equipment 15 280 95
Intangible Assets 16 3,713 1,996
Total non-current assets 3,993 2,090
TOTAL ASSETS 7,497 6,697
EQUITY
Share Capital 19 10,563 8,281
Treasury Shares (808) (808)
Reserves 368 (1,002)
Retained Earnings (3,824) (2,601)
Non-controlling equity interest (52) -
Total Equity 6,247 3,870
Equity attributable to owners of the parent 6,195 3,870
Non-controlling equity interest 20 52 -
6,247 3,870
LIABILITIES
Current liabilities
Trade and other payables 21 1,034 2,446
Lease Liabilities 15 69 43
Loans payable 22 - 297
Total current liabilities 1,103 2,786
Non-current liabilities
Lease Liabilities 15 102 -
Loans payable 22 41 41
Other payable 4 -
Total current liabilities 147 41
Total Liabilities 1,250 2,827
TOTAL EQUITY & LIABILITIES 7,497 6,697
The accompanying notes form an integral part of these consolidated financial
statements.
CONSOLIDATED STATEMENT OF CASH FLOWS
Notes 2024 2023
US$'000 US$'000
CASH FLOWS FROM OPERATING ACTIVITIES
Loss before taxation from operations (1,223) (1,944)
Adjustments:
Depreciation of property, plant and equipment 69 116
Impairment 106 -
Interest expense on lease 3 -
Income tax - -
Exchange loss (52)
Operating loss before working capital changes (1,097) (1,828)
Decrease/(Increase) in inventories (10) 39
Decrease/(Increase) in trade and other receivables (529) 2,367
(Decrease)/Increase in trade and other payables (1,412) 1,531
Net cash flow used in operating activities (3,048) 2,109
CASH FLOWS FROM INVESTING ACTIVITIES
Disposal (Addition) of property, plant and equipment (254) 59
Decrease in capital work in progress - 32
Gain on disposal of subsidiary - 337
Intangible Assets (1,823) (1,952)
Net cash flow from investing activities (2,077) (1,524)
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of new shares 2,282 486
Treasury Shares - (808)
Principal elements of lease payments 129 (65)
Decrease in loans payable (297) (863)
Forex reserves 1,370 (187)
Net cash flow from financing activities 3,484 (1,437)
Net increase/(decrease) in cash and cash equivalents (1,641) (852)
Cash and cash equivalents at beginning of the year 4,252 5,104
Cash and cash equivalents at end of the year 12 2,611 4,252
The accompanying notes form an integral part of these consolidated financial
statements.
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Shareholder Capital FX Reserve Retained Earnings Treasury Shares Total
2024 CONSOLIDATED US$'000 US$'000 US$'000 US$'000 US$'000
Balance at 1 April 2023 8,281 (1,002) (2,601) (808) 3,870
Comprehensive Income
Loss for the year - - (1,223) - (1,223)
Non-controlling interest - - (52) - (52)
Other comprehensive gain for the year - 1,370 - - 1,370
Total comprehensive loss for the year - 1,370 (1,275) - 147
Transactions with owners in their
capacity as owners:
Shares issued during the year 2,282 - - - 2,282
2,282 - - - 2,282
Balance at 31 March 2024 10,563 (368) (3,876) (808) 6,247
Shareholder Capital FX Reserve Retained Earnings Treasury Shares Total
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
The accompanying notes form an integral part of these consolidated financial
statements.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
1. General Information
1.1 Corporate information
The consolidated financial statements of GSTechnologies Ltd (the "Company")
and its subsidiaries (collectively referred to as the "Group") for the
financial year ended 31 March 2024 were authorised for issue in accordance
with a resolution of the Directors on 23 July 2024. The shares of the Company
are publicly traded on London Stock Exchange.
The registered office of GSTechnologies Ltd, the ultimate parent of the Group,
is Ritter House, Wickhams Cay II, Tortola VG1110, British Virgin Islands.
The principal activity of the Group is data infrastructure, storage and
technology services.
2. Basis of preparation
The consolidated financial statements of the Group have been prepared in
accordance with International Financial Reporting Standards (IFRS) as adopted
by United Kingdon Accounting Standards, including Financial Reporting Standard
102, The Financial Reporting Standard applicable in the United Kingdon and the
Companies Act 2006 as they apply to the financial statements of the Group for
the year ended 31 March 2024.
The consolidated financial statements have been prepared on a historical cost
convention basis, except for certain financial instruments that have been
measured at fair value. The consolidated financial statements are presented in
US dollars and all values are rounded to the nearest thousand except when
otherwise indicated.
2.1 Consolidation
The consolidated financial statements comprise the financial statements of the
Group as at 31 March 2024, and for the year then ended.
Subsidiaries are fully consolidated from the date of acquisition, being the
date on which the Group obtains control, and continue to be consolidated until
the date when such control ceases.
The financial statements of the subsidiaries are prepared for the same
reporting period as the GSTechnologies Ltd. (parent company), using consistent
accounting.
All intra-group balances, transactions, unrealised gains and losses resulting
from intra-group transactions and dividends are eliminated in full.
Total comprehensive income within a subsidiary is attributed to the
non-controlling interest even if it results in a deficit balance. A change
ownership interest of a subsidiary, without a loss of control, is accounted
for as an equity transaction.
Business Combinations
Business combinations occur where an acquirer obtains control over one or more
businesses. A business combination is accounted for by applying the
acquisition method, unless it is a combination involving entities or
businesses under common control. The business combination will be accounted
for from the date that control is attained, whereby the fair value of the
identifiable assets acquired and liabilities (including contingent
liabilities) assumed is recognised (subject to certain limited exceptions.
When measuring the consideration transferred in the business combination, any
asset or liability resulting from a contingent consideration arrangement is
also included. Subsequent to initial recognition, contingent consideration
classified as equity is not re-measured and its subsequent settlement is
accounted for within equity. Contingent consideration classified as an asset
or liability is re-measured in each reporting period to fair value,
recognising any change to fair value in profit or loss, unless the change in
value can be identified as existing at acquisition date.
All transaction costs incurred in relation to business combinations are
expensed to the statement of comprehensive income. The acquisition of a
business may result in the recognition of goodwill or a gain from a bargain
purchase.
3. Significant accounting judgements, estimates and assumptions
The preparation of the Group's consolidated financial statements requires
management to make judgements, estimates and assumptions that affect the
reported amounts of assets and liabilities and the disclosure of contingent
liabilities at the date of the consolidated financial statements, and the
reported amounts of revenues and expenses during the reporting period.
Estimates and assumptions are continuously evaluated and are based on
management's experience and other factors, including expectations of future
events that are believed to be reasonable under the circumstances. However,
actual outcomes would differ from these estimates if different assumptions
were used and different conditions existed.
In particular, the Group has identified the following areas where significant
judgements, estimates and assumptions are required, and where actual results
were to differ, may materially affect the financial position or financial
results reported in future periods. Further information on these and how they
impact the various accounting policies is located in the relevant notes to the
consolidated financial statements.
Going concern
This report has been prepared on the going concern basis, which contemplates
the continuation of normal business activity and the realisation of assets and
the settlement of liabilities in the normal course of business.
At 31 March 2024, the Group held cash reserves of U$2,611,000 (2023:
U$4,252,000).
The Directors believe that there are sufficient funds to meet the Group's
working capital requirements.
The Group recorded a loss of US$1.22 million for the year ended 31 March 2024
and had net assets of US$6.24 million as at 31 March 2024 (2023: loss of $1.63
million and net assets of US$3.87 million).
With the disposal of the unprofitable subsidiary EMS, the continuing
subsidiaries will be Angra Ltd, GS Fintech subsidiaries and acquisition of
Semnet Pte Ltd, which are expected to contribute profit to the Group.
Accruals
Management have used judgement and prudence when estimating certain accruals
for contractor claims. The accruals recognised are based on work performed but
are before settlement.
Contingencies
By their nature, contingencies will only be resolved when one or more
uncertain future events occur or fail to occur. The assessment of the
existence, and potential quantum, of contingencies inherently involves the
exercise of significant judgement and the use of estimates regarding the
outcome of future events. Please refer to Note 24 for further details.
The preparation of the Company's financial statements requires management to
make judgements, estimates and assumptions that affect the reported amounts of
revenues, expenses, assets and liabilities, and the disclosure of contingent
liabilities at the end of each reporting period. Uncertainty about these
assumptions
and estimates could result in outcomes that require a material adjustment to
the carrying amount of the asset or liability affected in the future periods.
Judgements made in applying accounting policies
Management is of the opinion that there are no significant judgements made in
applying accounting estimates and policies that have a significant risk of
causing a material adjustment to the carrying amounts of assets and
liabilities within the next financial year.
Key sources of estimation uncertainty
The key assumptions concerning the future and other key sources of estimation
uncertainty at the end of the reporting period are discussed below. The
Company based its assumptions and estimates on parameters available when the
financial statements were prepared. Existing circumstances and assumptions
about future developments, however, may change due to market changes or
circumstances arising beyond the control of the Company. Such changes are
reflected in the assumptions when they occur.
Provision for expected credit losses (ECL) on trade receivables and contract
assets
ECLs are unbiased probability-weighted estimates of credit losses which are
determined by evaluating a range of possible outcomes and taking into account
past events, current conditions and assessment of future economic conditions.
The Company uses a provision matrix to calculate ECLs for trade receivables
and contract assets. The provision rates are based on days past due for
groupings of various customer segments that have similar loss patterns. The
provision matrix is initially based on the Company's historical observed
default rates. The Company will calibrate the matrix to adjust historical
credit loss experience with forward-looking information. At every reporting
date, historical default rates are updated and changes in the forward- looking
estimates are analysed.
The assessment of the correlation between historical observed default rates,
forecast economic conditions and ECLs is a significant estimate. The amount of
ECLs is sensitive to changes in circumstances and of forecast economic
conditions. The Company's historical credit loss experience and forecast of
economic conditions may also not be representative of customer's actual
default in the future.
The carrying amount of the Company's trade receivables at the end of the
reporting period is disclosed in Note 13 to the financial statements.
Allowance for inventory obsolescence
The Company reviews the ageing analysis of inventories at each reporting date
and makes provision for obsolete and slow-moving inventory items identified
that are no longer suitable for sale. The net realisable value for such
inventories are estimated based on the most reliable evidence available at the
reporting date. These estimates take into consideration market demand,
competition, selling price and cost directly relating to events occurring
after the end of the financial year to the extent that such events confirm
conditions existing at the end of the financial year. Possible changes in
these estimates could result in revisions to the valuation of inventories. The
carrying amounts of the Company's inventories at the reporting date are
disclosed in Note 14 to the financial statements.
4. Adoption of new and amended standards and interpretations
The Group adopted all of the new and revised Standards and Interpretations
issued by the IASB that are relevant to its operations and effective for
annual reporting periods beginning on or after 1 April 2021. It has been
determined by the Group, there is no impact, material or otherwise, of the new
and revised standards and interpretations on its business and therefore no
change is necessary to Group accounting policies.
Any new or amended Accounting Standards or Interpretations that are not yet
mandatory have not been early adopted.
5. Summary of significant accounting policies
Plant and equipment
Plant and equipment are shown at cost less accumulated depreciation and
impairment losses. The initial cost of an asset comprises its purchase price
or construction cost, any costs directly attributable to bringing the asset
into operation, any incidental cost of purchase, and associated borrowing
costs. The purchase price or construction cost is the aggregate amount paid
and the fair value of any other consideration given to acquire the asset.
Directly attributable costs include employee benefits, professional fees and
costs of testing whether the asset is functioning properly. Capitalised
borrowing costs include those that are directly attributable to the
construction of assets.
Property, plant and equipment relate to plant, machinery, fixtures and
fittings and are shown at historical cost less accumulated depreciation and
impairment losses. Depreciation of property, plant and equipment are computed
on a straight-line basis over the estimated useful life of the assets.
The depreciation rates applied to each type of asset are as follows:
Computers and Software 3 years
Fixtures and office equipment 3 years
Lease Improvements 5 years
Subsequent expenditure is capitalised when it is probable that future economic
benefits from the use of the asset will be increased. All other subsequent
expenditure is recognised as an expense in the period in which it
is incurred. Assets that are replaced and have no future economic benefit are
derecognised and expensed through profit or loss. Repairs and maintenance
which neither materially add to the value of assets nor appreciably prolong
their useful lives are charged against income. Gains/ losses on the disposal
of fixed assets are credited/charged to income. The gain or loss is the
difference between the net disposal proceeds and the carrying amount of the
asset.
The asset's residual values, useful lives and methods of depreciation are
reviewed at each reporting period and adjusted prospectively if appropriate.
Inventories
Inventories are valued at the lower of cost and net realisable value.
Financial instruments
(a) Financial assets
(i) Classification, initial recognition and measurement
The Company classifies its financial assets into the following measurement
categories:
amortised cost; fair value through other comprehensive income (FVOCI); and
fair value through profit or loss (FVPL).
Financial assets are recognised when, and only when the entity becomes party
to the contractual provisions of the instruments.
At initial recognition, the Company measures a financial asset at its fair
value plus, in the case of a financial asset not at FVPL, transaction costs
that are directly attributable to the acquisition of the financial assets.
Transaction costs of financial assets carried at FVPL are expensed in profit
or loss.
Trade receivables are measured at the amount of consideration to which the
Company expects to be entitled in exchange for transferring promised goods or
services to a customer, excluding amounts collected on behalf of third party,
if the trade receivables do not contain a significant financing component at
initial recognition.
(ii) Subsequent measurement
Debt instruments
Subsequent measurement of debt instruments depends on the Company's business
model for managing the asset and the contractual cash flow characteristics of
the asset. The Company only has debt instruments at amortised cost.
Financial assets that are held for the collection of contractual cash flows
where those cash flows represent solely payments of principal and interest are
measured at amortised cost. Financial assets are measured at amortised cost
using the effective interest method, less impairment. Gains and losses are
recognised in profit or loss when the assets are derecognised or impaired, and
through the amortisation process.
Debt instruments of the Company comprise cash and cash equivalents and trade
and other receivables.
Equity instruments
On initial recognition of an investment in equity instrument that is not held
for trading, the Company may irrevocably elect to present subsequent changes
in fair value in other comprehensive income which will not be reclassified
subsequently to profit or loss. Dividends from such investments are to be
recognised in profit or loss when the Company's right to receive payments is
established. For investments in equity instruments which the Company has not
elected to present subsequent changes in fair value in other comprehensive
income, changes in fair value are recognised in profit or loss.
(iii)Derecognition
A financial asset is derecognised where the contractual right to receive cash
flows from the asset has expired. On derecognition of a financial asset in its
entirety, the difference between the carrying amount and the sum of the
consideration received and any cumulative gain or loss that had been
recognised in other comprehensive income for debt instruments is recognised in
profit or loss.
(b) Financial liabilities
(i) Initial recognition and measurement
Financial liabilities are recognised when, and only when, the Company becomes
a party to the contractual provisions of the financial instrument. The Company
determines the classification of its financial liabilities at initial
recognition.
All financial liabilities are recognised initially at fair value plus in the
case of financial liabilities not at FVPL, directly attributable transaction
costs.
(ii) Subsequent measurement
After initial recognition, financial liabilities that are not carried at FVPL
are subsequently measured at amortised cost using the effective interest
method. Gains and losses are recognised in profit or loss when the liabilities
are derecognised, and through the amortisation process.
Financial liabilities measured at amortised cost comprise trade and other
payables.
(iii) Derecognition
A financial liability is derecognised when the obligation under the liability
is discharged or
cancelled or expires. On derecognition, the difference between the carrying
amounts and the consideration paid is recognised in profit or loss.
Offsetting
Financial assets and liabilities are offset and the net amount presented in
the statement of financial position when, and only when, the Company has a
legal right to offset the amounts and intends either to settle on a net basis
or to realise the asset and settle the liability simultaneously.
Cash and cash equivalents
Cash and cash equivalents comprise cash balances and short-term deposits that
are readily convertible to known amount of cash and that are subject to an
insignificant risk of changes in their fair value, and are used by the Company
in the management of its short-term commitments. For the purpose of the
statement of cash flows, pledged deposits are excluded whilst bank overdrafts
that are repayable on demand and that form an integral part of the Company's
cash management are included in cash and cash equivalents.
Impairment
Financial Assets
The Company recognises an allowance for expected credit losses (ECLs) for all
debt instruments not held at FVPL and contract assets. ECLs are based on the
difference between the contractual cash flows due in accordance with the
contract and all the cash flows that the Company expects to receive,
discounted at an approximation of the original effective interest rate. The
expected cash flows will include cash flows from the sale of collateral held
or other credit enhancements that are integral to the contractual terms.
ECLs are recognised in two stages. For credit exposures for which there has
not been a significant increase in credit risk since initial recognition, ECLs
are provided for credit losses that result from default events that are
possible within the next 12-months (a 12-month ECL). For those credit
exposures for which there has been a significant increase in credit risk since
initial recognition, a loss allowance is recognised for credit losses expected
over the remaining life of the exposure, irrespective of timing of the default
(a lifetime ECL).
For trade receivables and contract assets, the Company applies a simplified
approach in calculating ECLs. Therefore, the Company does not track changes in
credit risk, but instead recognises a loss allowance based on lifetime ECLs at
each reporting date. The Company has established a provision matrix that is
based on its historical credit loss experience, adjusted for forward-looking
factors specific to the debtors and the economic environment which could
affect debtors' ability to pay.
The Company considers a financial asset in default when contractual payments
are past due for more than 90 days. However, in certain cases, the Company may
also consider a financial asset to be in default when internal or external
information indicates that the Company is unlikely to receive the outstanding
contractual amounts in full before taking into account any credit enhancements
held by the Company. A financial asset is written off when there is no
reasonable expectation of recovering the contractual cash flows.
Non-financial assets
The carrying amounts of the Company's non-financial assets, other than
inventories, are reviewed at each reporting date to determine whether there is
any indication of impairment. If any such indication exists, then
the asset's recoverable amount is estimated. An impairment loss is recognised
if the carrying amount of an asset or its related cash-generating unit (CGU)
exceeds its estimated recoverable amount.
The recoverable amount of an asset or CGU is the greater of its value in use
and its fair value less costs to sell. For the purpose of impairment testing,
the recoverable amount is determined on an individual asset basis unless the
asset does not generate cash inflows that are largely independent of those
from other assets. If this is the case, the recoverable amount is determined
for the CGU to which the asset belongs. If the recoverable amount of the asset
(or CGU) is estimated to be less than its carrying amount, the carrying amount
of the asset (or CGU) is reduced to its recoverable amount.
The difference between the carrying amount and recoverable amount is
recognised as an impairment loss in profit or loss.
An impairment loss for an asset other than goodwill is reversed only if, there
has been a change in the estimates used to determine the asset's recoverable
amount since the last impairment loss was recognised. The carrying amount of
this asset is increased to its revised recoverable amount, provided that this
amount does not exceed the carrying amount that would have been determined
(net of any accumulated amortisation or depreciation) had no impairment loss
been recognised for the asset in prior years.
A reversal of impairment loss for an asset other than goodwill is recognised
in profit or loss.
Trade and other payables
Trade and other payables are non-derivative financial liabilities that are not
quoted in an active market. It represents liabilities for goods and services
provided to the Group prior to the year end and which are unpaid. These
amounts are unsecured and have 7-30 day payment terms. Trade and other
payables are presented as current liabilities unless payment is not during
within 12 months from the reporting date. They are recognised initially at
their fair value and subsequently measured at amortised cost using the
effective interest method.
Interest-bearing loans and borrowings
Interest-bearing loans and borrowings are recognised initially at fair value,
net of transaction costs incurred. Borrowings are subsequently carried at
amortised cost using the effective interest (EIR) method. The fair value
implies the rate of return on the debt component of the facility. This rate of
return reflects the significant risks attaching to the facility from the
lenders' perspective.
Determination of Fair Values
A number of the Company's accounting policies and disclosures require the
determination of fair value, for both financial and non-financial assets and
liabilities. Fair values have been determined for measurement and/or
disclosure purposes based on the following methods. When applicable, further
information about the assumptions made in determining fair values is disclosed
in the notes specific to that asset or liability.
Trade and other receivables
The fair values of trade and other receivables are estimated as the present
value of future cash flows, discounted at the market rate of interest at the
measurement date. Current receivables with no stated interest rate are
measured at the original invoice amount if the effect of discounting is
immaterial. Fair value is determined at initial recognition and, for
disclosure purposes, at each annual reporting date.
Non-derivative financial liabilities
Non-derivative financial liabilities are measured at fair value at initial
recognition and for disclosure purposes, at each annual reporting date. Fair
value is calculated based on the present value of future principal and
interest cash flows, discounted at the market rate of interest at the
measurement date.
Other financial assets and liabilities
The carrying amount of financial assets and liabilities with a maturity of
less than one year is assumed to approximate their fair values.
Provisions
Provisions are measured at the present value of management's best estimate of
the expenditure required to settle the present obligation at the end of the
reporting period. The discount rate used to determine the present value is a
pre-tax amount that reflects current market assessments of the time value of
money, and the risks specific to the liability. The increase in the provision
due to the passage of time is recognised as interest expense.
Finance income
Interest income is made up of interest received on cash and cash equivalents.
Income tax
Tax expense comprises current and deferred tax. Current tax and deferred tax
is recognised in profit or loss except to the extent that it relates to a
business combination, or items recognised directly in equity or in other
comprehensive income.
Current tax is the expected tax payable or receivable on the taxable income or
loss for the year, using tax rates enacted or substantively enacted at the
reporting date, and any adjustment to tax payable in respect of previous
years.
Deferred income tax is provided using the balance sheet method on temporary
differences at the reporting date between the tax bases of assets and
liabilities and their carrying amounts for financial reporting purposes.
Deferred income tax liabilities are recognised for all taxable temporary
differences. Deferred income tax assets are recognised for all deductible
temporary differences, carry forward of unused tax credits and unused tax
losses, to the extent that it is probable that taxable profit will be
available against which the deductible temporary differences, and the carry
forward of unused tax credits and unused tax losses, can be utilised, except:
In respect of deductible temporary differences associated with investments in
subsidiaries, deferred income tax assets are recognised only to the extent
that it is probable that the temporary differences will reverse in the
foreseeable future and taxable profit will be available against which the
temporary differences can be utilised.
The carrying amount of deferred income tax assets is reviewed at the end of
each reporting period and reduced to the extent that it is no longer probable
that sufficient taxable profit will be available to allow all or part of the
deferred income tax asset to be utilised. Unrecognised deferred income tax
assets are reassessed at the end of each reporting period and are recognised
to the extent that it has become probable that future taxable profit will be
available to allow the deferred tax asset to be recovered.
Deferred income tax assets and liabilities are measured at the tax rates that
are expected to apply to the year when the asset is realised or the liability
is settled, based on tax rates (and tax laws) that have been enacted or
substantively enacted by the end of the reporting period.
Deferred income tax assets and deferred income tax liabilities are offset if a
legally enforceable right exists to set off current tax assets against current
income tax liabilities and the deferred income taxes relate to the same
taxable entity and the same taxation authority.
Foreign currencies
i) Functional and presentation currency
The consolidated financial statements are presented in US dollars, which is
the Group's presentation currency.
ii) Transaction and Balances
Transactions in foreign currencies are initially recorded in the functional
currency at the respective functional currency rates prevailing at the date of
the transaction. Monetary assets and liabilities denominated in foreign
currencies are retranslated at the spot rate of exchange ruling at the
reporting date. All differences are taken to the profit or loss, should
specific criteria be met.
Non-monetary items that are measured in terms of historical cost in a foreign
currency are translated using the exchange rate as at the date of the initial
transaction. Non-monetary items measured at fair value in a foreign currency
are translated using the exchange rates at the date when the fair value was
determined.
iii) Group Companies
The results and financial position of foreign operations (none of which has
the currency of a hyperinflationary economy) that have a functional currency
different from the presentation currency are translated into the presentation
currency as follows:
• Assets and liabilities for each statement of financial position presented
as translated at the closing rate at the date of the statement of financial
position.
• Income and expenses for each income statement and statement of profit or
loss and other comprehensive income are translated at average exchange rates
(unless this is not a reasonable approximation of the cumulative effect of the
rates prevailing on the transactions dates, in which case income and expenses
are translated at the dates of the transactions), and
• All resulting exchange differences are recognised in other comprehensive
income
Revenue Recognition
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
2024 2023
US$'000 US$'000
Sales 613 -
Transfer Fees and Charges 853 442
1,466 442
Sales recorded up to 31 March 2024 are intercompany revenue for GS Fintech
Pte. Ltd. and third party sales from newly acquired subsidiary, Semnet Pte.
Ltd.
Transaction fees and charges are from Angra Ltd and GS Fintech UAB.
7. Net operating expenses
2024 2023
US$'000 US$'000
Continuing Operations
Costs of goods sold 378 23
Employee Cost 817 552
Travel Expenses 88 18
Admin Expense 883 763
Lease Expenses 68 11
Distribution, advertising and promotion 12 10
Office Expenses 42 87
Depreciation of property plant and equipment 69 87
Doubtful accounts - (306)
Interest on lease expenses 3 7
Occupancy costs 59 84
Impairment of Digital asset 106 230
Finance costs 10 61
2,535 1,627
8. Key management personnel
2024 2023
US$'000 US$'000
Directors' emoluments 462 442
9. Employee cost
2024 2023
US$'000 US$'000
Wages and salaries 288 829
Wages and salaries - Cost of sales - 836
Staff welfare and other employee costs 67 163
Total 355 2,538
The average number of employees of the Group are 36 and 48 for 2024 and 2023
respectively
10. Earnings per share
2024 2023
US$'000 US$'000
Loss for the period attributable to members (1,223) (1,628)
Basic earnings per share is calculated by dividing the profit attributable to
owners of the Parent by the weighted average number of ordinary share in issue
during the year.
Basic weighted average number of ordinary 1,851,424,219 1,563,152,455
shares in issue
Basic loss per share-cents (0.00064) (0.00104)
Diluted loss per share-cents (0.00064) (0.00104)
11. Segment Reporting
The consolidated entity's operating segments have been determined with
reference to the monthly management accounts used by the chief operating
decision maker to make decisions regarding the consolidated entity's
operations and allocation of working capital.
Due to the size and nature of the consolidated entity, the Board as a whole
has been determined as the chief operating decision maker.
The consolidated entity operates in one business segment, being information
data technology and infrastructure.
The revenues and results are those of the consolidated entity as a whole and
are set out in the statement of profit and loss and other comprehensive
income. The segment assets and liabilities of this segment are those of the
consolidated entity and are set out in the Statement of Financial Position.
12. Cash and cash equivalents
2024 2023
US$'000 US$'000
Cash at bank 2,611 4,252
13. Trade and other receivables
2024 2023
US$'000 US$'000
Trade receivables 216 19
Less: Allowance for expected credit loss - -
216 19
Advances to supplier - -
Due from related party 186 -
Other receivables 205 59
607 78
14. Inventories
Inventories are valued at the lower of cost and net realisable value.
Semnet Pte Ltd. inventory as at 31 March 2024.
2024 2023
US$'000 US$'000
Inventories 10 -
Less: Allowance for inventory obsolescence - -
10 -
15. Property, plant and equipment
Right-of-Use Assets Building and improvts Furniture & Office Equipment Software Vehicle Total
US$'000 US$'000 US$'000 US$'000 US$'000 US$'000
Cost
As at 31 March 2022 403 52 581 - 139 1,175
Additions / Transfer in - 106 12 - - 118
Disposal / Write-off (264) (148) (474) - (131) (1,017)
Forex translation (13) (3) (33) - (8) (57)
As at 31 March 2023 126 7 86 - - 219
Additions / Transfer in 202 14 85 115 - 416
Disposal / Write-off (126) (7) - - - (133)
Forex translation - - - - - -
As at 31 March 2024 202 14 171 115 - 502
Accumulated depreciation
As at 31 March 2022 296 52 474 - 83 905
Additions / Transfer in 82 11 18 - 5 116
Disposal / Write-off (279) (53) (430) - (84) (846)
Forex translation (16) (3) (28) - (4) (51)
As at 31 March 2023 83 7 34 - - 124
Additions / Transfer in 14 2 53 - - 69
Disposal / Write-off (68) (7) - - - (75)
Forex translation - - 77 27 - 104
As at 31 March 2024 29 2 164 27 - 222
Net book value
As at 31 March 2023 43 - 52 - - 95
As at 31 March 2024 173 12 7 88 - 280
Lease liabilities recognized in the balance sheet
The balance sheet shows the following amounts relating to lease liabilities
2024 2023
US$'000 US$'000
Current 69 43
Non-current 102 -
171 43
Amounts recognized in the statement of profit or loss
The statement of profit or loss shows the following amounts relating to
leases:
2024 2023
US$'000 US$'000
Depreciation 69 82
Interest expense 3 5
17 87
16. Intangible Assets
Intangible Assets Trademark Goodwill Digital Asset Software & Licenses Total
US$'000 US$'000 US$'000 US$'000 US$'000
As at 31 March 2022 6 38 - - 44
Additions - - 577 1,605 2,182
Impairment - - (230) - (230)
As at 31 March 2023 6 38 347 1,605 1,996
Additions - 1,723 100 - 1,823
Impairment - - (319) (17) (336)
As at 31 March 2024 6 1,761 358 1,588 3,713
Impairment is recognized this year for the 100,000,000 COAL tokens on hand.
17. Subsidiaries
Details of the Company's subsidiaries on 31 March 2024 are as follows:
Name of Subsidiary Place of Incorporation Proportion of 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
Angra Limited UK 100 100
GS Fintech UAB Lithuania 100 100
Angra Global Limited Canada 100 100
Semnet Pte Ltd Singapore 66.66 66.66
18. Discontinued operations
In the financial year ending 31 March 2023, the Group disposed of its 100%
interest its subsidiaries, EMS Wiring Systems Pte Ltd, which management deemed
as its non-core business. This strategic decision was made to place greater
focus on the Group's key competencies in developing the "GS Fintech"
subsidiaries in the UK and Singapore. The financial year ending 31 March 2024
represents the first full-year reporting period as a pure play fintech group
following the completion of the disposal of EMS Wiring Systems Pte Ltd in
September 2022.
19. Acquisition of subsidiary
On 01 March 2024 the Company acquired 66.66% of the issued share capital of
Semnet Pte. Ltd. for US$1.8 million in cash and new shares of no par value in
the Company ("Ordinary Shares"). US$800,000 of the total consideration is
payable in cash ("Cash Consideration") and the remaining US$1.0 million
through the issue of new Ordinary Shares ("Consideration Shares").
US$580,000 of the Cash Consideration has, or will shortly, be paid and the
remaining US$220,000 is payable four months from Completion.
Semnet had a turnover of US$5.55 million and reported profit before tax of
approximately US$0.23 million for financial year end 30 September 2023. The
subsidiary's assets and liabilities as at 31 March 2024 were US$1,069,981 and
US$914,611 respectively.
Fair value of net identifiable assets at the date of acquisition amounted to
US$115,105 resulting in goodwill on acquisition of US$1,723,270.
The goodwill is attributable to high profitability of the acquired business
and the significant synergies expected to arise after the acquisition.
20. Taxation
Unrecognised tax losses
Where the realisation of deferred tax assets is dependent on future taxable
profits, losses carried forward are recognised only to the extent that
business forecasts predict that such profits will be available to the
companies in which losses arose.
The parent, GSTechnologies Ltd, is not liable to corporation tax in BVI, so it
has no provision for deferred tax. However, the subsidiaries are liable to tax
to the respective countries they are tax resident.
2024 2023
US$'000 US$'000
Current income tax - 21
Adjustments for prior year - -
- 21
Deferred tax expenses - -
- -
21. Share capital and reserves
The share capital of the Company is denominated in UK Pounds Sterling. Each
allotment during the period was then translated into the Group's functional
currency, US Dollars at the spot rate on the date of issue.
Authorised Number of Shares US$'000
Ordinary Shares
As at 31 March 2023 1,682,032,370 8,281
Issues during the period
1 April 2023 to 31 March 2024 233,189,907 2,282
Total shares issued as at 31 Mar 2023 1,915,222,777 10,563
Treasury Shares during the period
1 April 2023 to 31 March 2024 (60,000,000) (808)
Total outstanding shares as at 31 Mar 2024 1,855,222,277 9,755
22. Non-controlling equity interest
All entities within the group are currently 100% owned, except for Semnet Pte
Ltd, with the remaining 33.34% owned by non-controlling interests.
23. Trade and other payables
2024 2023
US$'000 US$'000
Trade payables 838 2,298
Accruals 139 129
Unearned revenue - -
Other payables 57 19
1,034 2,446
Trade payables are non-interest bearing and are normally settled on 60-days
terms.
24. Auditor's remuneration
Fees payable to the company auditors for the services during the financial
year include:
2024 2023
US$'000 US$'000
Audit of the Company's annual financial statements:
(i) Shipleys LLP 42 42
(ii) RDH Accountants 28 -
(iii) Robert Yam Co & PAC 7 -
67 42
25. Loans Payable
2024 US$'000
Type Amount Interest rate Current Non-current
Convertible loan - 10% pa - -
Bank loan 5 yrs 41 2.5% pa - 41
41 - 41
2023 US$'000
Type Amount Interest rate Current Non-current
Convertible loan 285 10% pa 285 -
Bank loan 5 yrs 53 2.5% pa 12 41
338 297 41
Convertible loan was subsequently exercised on 11 Apr 2023.
26. Commitments and contingencies
The Group is subject to no material commitments or contingent liabilities.
27. Ultimate controlling parties
The significant shareholders during the financial year are the following:
Persons Quantity of Ordinary Shares Percentage of Ordinary Shares
Hargreaves Lansdown (Nominees) Limited 408,358,428 20.68%
Securities Services Nominees Limited 215,840,560 10.93%
HSDL Nominees Limited 174,194,947 8.82%
Interactive Investor Services Nominees Limited 165,958,382 8.41%
James Brearley Crest Nominees Limited 139,358,082 7.06%
Bai Guojin 124,200,000 6.29%
Chong Loong Fatt Garies 122,612,081 6.21%
Wise MPay Pte Ltd 100,000,000 5.07%
28. Related party transactions
The following is the significant related party transactions entered into by
the Company with related parties on terms agreed between the parties:
2024 2023
US$'000 US$'000
Intercompany revenue 186 -
29. Financial risk management objectives and policies
The Group's activities expose it to a variety of financial risks. The Group's
Board provides certain specific guidance in managing such risks, particularly
as relates to credit and liquidity risk. Any form of borrowings requires
approval from the Board and the Group does not currently use any derivative
financial instruments to manage its financial risks. The key financial risks
and the Group's major exposures are as follows:
Credit risk
The maximum exposure to credit risk is represented by the carrying amount of
the financial assets. In relation to cash and cash equivalents, the Group
limits its credit risk with regards to bank deposits by only dealing with
reputable banks. In relation to sales receivables, the Group's credit risk is
managed by credit checks for credit customers and approval of letters of
credit by the Group's advising bank.
Foreign Currency Risk
Currency risk is the risk that the value of a financial instrument will
fluctuate due to changes in foreign exchange rates. The company is exposed
to currency risk on sales and purchases, that are denominated in foreign
currencies.
30. Liquidity risk
Liquidity risk is the risk that the Group will not be able to meet its
financial obligations as they fall due. Numbers in the table below represent
the gross, contractual, undiscounted amount payable in relation to the
financial liabilities.
The Group monitors its risk to a shortage of funds using a combination of cash
flow forecasts, budgeting and monitoring of operational performance.
On Demand Less than three months Three to twelve months One to five years Total
US$'000 US$'000 US$'000 US$'000 US$'000
As at 31 March 2024:
Trade and other payables 1,034 - - 1,034
31. Operating lease commitments
Capital includes equity attributable to the equity holders of the parent.
Refer to the statement of changes in equity for quantitative information
regarding equity.
The Group's primary objectives when managing capital are to safeguard its
ability to continue as a going concern in order to provide returns for
shareholders. For details of the capital managed by the Group as at 31 March
2024, please see Note 15.
The Group is not subject to any externally imposed capital requirements.
32. Capital management
The Company manages its capital to ensure that it will be able to continue as
a going concern while maximising the returns to shareholders through the
optimisation of the debt and equity balance.
Capital consists of total equity.
The directors review the capital structure on an ongoing basis. As a part of
the review, the directors consider the cost of capital and the risks
associated with each class of capital. Based on the recommendation of the
directors, the Company will balance its overall capital structure through the
payment of dividends, new share issues as well as the issue of new debts or
the redemption of existing debt.
There were no changes in the Company's approach to capital management during
the year.
33. Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a
financial instrument will fluctuate because of changes in market interest
rates. A sensitivity analysis is not presented, as all borrowing costs have
been capitalised as at 31 March 2024; therefore, profit or loss and equity
would have not been affected by changes in the interest rate.
34. Subsequent Event
On 23 April 2024 the Company raised gross proceeds of US$ 1,578,963
(£1,250,000) through a placing of 119,047,619 Ordinary Shares at a price of
1.05 pence per share.
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