REG - GSTechnologies Ltd - Results for the year ended 31 March 2025
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RNS Number : 0394Z GSTechnologies Ltd 12 September 2025
12 September 2025
GSTechnologies Limited
("GST", "GSTechnologies", or the "Company", or, together with its
subsidiaries, the "Group")
Results for the year ended 31 March 2025
GSTechnologies Limited (LSE: GST), the fintech company, is pleased to announce
the Company's audited results for the year ended 31 March 2025 ("FY25").
The Company's full FY25 annual report and financial statements may be accessed
here: http://www.rns-pdf.londonstockexchange.com/rns/0394Z_1-2025-9-11.pdf
(http://www.rns-pdf.londonstockexchange.com/rns/0394Z_1-2025-9-11.pdf) and
will shortly be available to view on the on the National Storage Mechanism
(NSM) and the Company's website.
Operational Highlights
● Completed the full integration of the Bake Cryptocurrency Platform, following
the acquisition of the business and assets of Cake Pte. Ltd. and Cake DeFi UAB
(together "CAKE"). The acquisition was in line with the Company's strategy
to expand and enhance the international presence and capabilities of its GS20
Exchange platform.
● The Group continued to make significant progress with its GS Money strategy of
developing a borderless Neobanking platform providing next-generation digital
money solutions particularly in the areas of money remittance and digital
asset exchanges services.
● Plan to expand European footprint through agreement to acquire MetaPay SP.
Z.O.O in Poland, increasing reach across the EU payments market.
Financial Highlights
● Net operating income for the year of US$2.96 million (FY24: US$1.55 million),
an increase of 91%.
● Net loss for the year of US$2.29 million (FY24: US$1.22 million loss) as the
Company continued to invest in developing its GS Money solutions.
● Successfully completed £3.75 million of equity fundraising to accelerate the
Group's GS Money strategy organically and via acquisition.
● As of 31 March 2025, the Company had US$4.21 million in cash and cash
equivalents (31 March 2024: US$2.61 million).
● Net assets as at 31 March 2025 increased significantly to US$8.44 million
compared to US$5.34 million at 31 March 2024, following the acquisition of the
business and assets of CAKE and the progress of the Group's businesses.
Post Period Highlights
● Formally adopted 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 and
integration of the Bake Cryptocurrency Platform.
● Raised £1.925 million via a placing and retail offer to build the Company's
Bitcoin treasury reserve.
Enquiries:
The Company
Tone Goh, Executive Chairman
+61 8 6189 8531
Financial Adviser
First Sentinel Corporate Finance
Brian Stockbridge / Gabrielle Cordeiro
+44 (0)20 3855 5551
Broker
CMC Markets
Douglas Crippen
+44 (0)20 3003 8632
Financial PR & Investor Relations
IFC Advisory Limited
Tim Metcalfe / Graham Herring / Florence Chandler
+44 20 (0) 3934 6630
For more information please see: https://www.gstechnologies.co.uk/
(https://www.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, Bake Cryptocurrency Platform and Angra Global
businesses, based on three initial use-cases: international money transfers,
borderless accounts, and private stablecoin.
In FY25 we completed a further significant acquisition, acquiring the business
and assets of Cake Pte Ltd and Cake DeFi UAB (together "CAKE"). The
acquisition comprised a leading cryptocurrency investment platform ("Bake"),
with a particularly strong presence in the DACH region (Germany, Austria, and
Switzerland). The acquisition has also added important additional
capabilities and sources of revenue for the Group, which, given the timing of
the acquisition on 1 January 2025, are not fully reflected in the FY25
financial statements, whilst most of the costs are.
I am pleased with the progress the Group has made during the year and further
significant growth is expected to be seen in the current financial year as the
various businesses progress and are fully consolidated into the Group.
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.
Angra Global enjoyed steady growth during the year, although volumes tend to
be weighted towards the first half of the Company's fiscal year as a slowdown
is experienced over the Christmas and Chinese New Year periods, particularly
as many of Angra's customers are based in Asia.
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 was made during FY25 in connection with this
application and we look forward to reporting further on this in due course.
Just before the end 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, and is considered to be easier to integrate within the Group and to
provide a more appropriate route to maximising value than other acquisitions
we have recently been considering.
Completion of the Metapay acquisition remains subject to the necessary
regulatory approvals, a process that is ongoing, and completion is expected to
occur later in 2025. 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. The GS20 Exchange has observed a steady increase
in account openings and transaction volumes throughout the year, attracting
interest from both high-net-worth individuals and corporate clients,
reflecting the exchange's successful penetration into the competitive crypto
asset market.
On 1 January 2025, the Company's wholly owned subsidiary GS Fintech UAB, which
operates the Company's GS20 Exchange, 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 and was in line with the Company's strategy to expand and
enhance the international presence of the Company's crypto asset exchange
services.
Founded in 2019, CAKE currently had approximately 700,000 registered users,
100,000 funded users and 50,000 users holding approximately US$80 million of
digital assets on the Bake platform prior to the Company's acquisition. It
operates the bake.io website and related iOS and Android mobile applications
which allow users to invest in a variety of digital and cryptocurrency assets
using innovative investment strategies. The acquisition included the
relevant source code and IT infrastructure required to operate Bake, including
the bake.io domain name and related services, intellectual property rights,
including trademarks and trade names 'Cake DeFi' and 'Bake', together with
customer lists and assets.
The acquisition of the Bake platform was a significant step for GST in
strengthening the offering and scalability of the Company's crypto asset
exchange services. In particular, the acquisition significantly expanded the
exchange's user base and enhanced the exchange's technology stack, providing
seamless clearing and settlement of cross-border crypto asset trades and
related fiat currency payments.
The GS20 Exchange and Bake's crypto asset operations have been combined into
one single operating entity, GS Fintech UAB, with the backend systems between
Bake and the GS20 Exchange also being fully consolidated. In addition, key
personnel from CAKE, the majority based in Singapore, have been integrated
into the Group's digital assets operations.
The "GS20 Exchange" brand is currently undergoing a refresh and the frontend
is being further developed into a fully-fledged high frequency exchange
trading service. Following this, GS Fintech UAB will deliver a seamless,
unified experience to its customers under a single, cohesive brand identity.
During the period Noewe UAB, a Lithuania-based professional services firm, was
engaged to assist with aligning GS Fintech UAB's financial year-end reporting
with the Group's 31 March year-end. Additionally, Noewe UAB is providing
guidance on regulatory compliance expectations, which will be invaluable in
ensuring regulatory adherence is maintained and supporting GS Fintech UAB's
ongoing growth through the GS20 Exchange and Bake.
GS Fintech UAB is actively advancing its compliance framework in alignment
with the European Union's MiCA regulations and continues to monitor regulatory
developments with diligence. Our commitment to compliance and innovation
remains steadfast as we navigate these changes and continue to explore
opportunities within the evolving regulatory landscape. During the year,
significant MiCA compliance costs, including legal fees, consultancy fees, and
recruitment costs have been incurred to ensure the Group fully complies with
licensing requirements. This has had an impact on the financial performance
of the digital asset businesses during the year, but has ensured they are well
positioned for the future and the anticipated growth.
Semnet
The Group acquired 66.66% of the share capital of Semnet Pte Ltd ("Semnet"), a
cybersecurity company based in Singapore, just prior to the start of FY25 on
29 February 2024. Semnet is a 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. Semnet
has been successfully integrated into the Group's operations and the Semnet
team's experience and capabilities are adding significant value to the Group's
operations, particularly through enhanced cybersecurity support, which is of
particular importance to both the Company's developing global neobank
ecosystem under Angra Global, and the GS20 Exchange and Bake cryptocurrency
operations.
In addition to assisting Group companies, Semnet services a wide variety of
external customers. The business traded in line with GST's expectations
during FY25 and the management team has been strengthened during the year.
The opportunity is being taken to focus the business on those sectors that can
deliver the best return, reflecting the changing cybersecurity landscape. A
particular focus is on government projects, and during the year Semnet focused
on building pipelines and undertaking a number of proof of concepts for
government clients. These types of projects are typically longer and larger
in scale than Semnet's private sector work.
Given the wider opportunities available to Semnet, GST, in conjunction with
Semnet's minority shareholders, explored options for the future of the
business. This culminated in the signing of a non-binding Memorandum of
Understanding with Trident Global Capital Pte Ltd ("TGC"), outlining TGC's
proposed role in guiding and assisting Semnet through strategic preparations
for a potential listing on NASDAQ in the US. This was followed on 18 November
2025 by GST and TGC signing a legally binding Heads of Terms providing more
detail concerning the assistance to be provided by TGC to the Company with
regard to the potential listing, including, inter alia, TGC being responsible
for the necessary transaction expenses of both parties. The parties also
agreed that the proposed valuation ascribed to 100% of Semnet for the
potential listing is US$54 million, of which GST's 67% ownership of Semnet
would be valued at US$36 million subject to the potential listing being
successfully completed.
Post period end on 18 July 2025, the Company announced that it had issued a
notice of arbitration to Choo Seet EE and Zheng Kang Wen Mervyn (the
"Sellers"), the sellers of Semnet 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
has been sent in accordance with the provisions of the SPA and sets out that
the Company considers that the Sellers have 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, which if the
arbitration is resolved in the Company's favour, is expected to result in a
recovery of profits for Semnet.
The Company intends to follow the arbitration process and cannot comment any
further on these issues at this stage, as to do so may prejudice the Company's
position in the arbitration. Further updates will be announced as
appropriate. In the meantime, the Company has paused the NASDAQ listing
plans for Semnet until the arbitration is resolved.
Bitcoin Treasury Policy
Post period end, 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.
I and my GST Board colleagues believe that holding a significant proportion of
the Company's cash resources in Bitcoin makes perfect sense given the Group's
operations and the services it is providing to its clients. We are excited
about the potential for Bitcoin to enhance shareholder value while reinforcing
our leadership in the digital asset space.
The cash resources of the Company coupled with the net proceeds of the placing
and the retail offer undertaken in July 2025 will enable the Company to
acquire a significant Bitcoin holding. The Company has started to acquire
Bitcoin as part of its initial implementation of the Treasury Policy 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.
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.
In April 2024 the Company raised gross proceeds of £1.25 million through a
placing of 119,047,619 new ordinary shares of no par value in the capital of
the Company ("Ordinary Shares") at a price of 1.05 pence per Ordinary share.
In January 2025, the Company raised gross proceeds of £2.50 million through a
placing of 105,263,157 new Ordinary Shares and retail offer of 26,315,789 new
Ordinary Shares at a price of 1.90 pence per Ordinary Share.
Post period end, in July 2025, the Company raised gross proceeds of £1.925
million through a placing of 145,833,333 new Ordinary Shares and retail offer
of 14,583,333 new Ordinary Shares at a price of 1.20 pence per Ordinary Share
to further build the Company's Bitcoin treasury reserve in accordance with the
Treasury Policy implemented by the Company.
The Board remains 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. In addition, the Company will seek to include a retail offer to allow
existing shareholders to participate in any equity fundraise where practical.
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.
At the end of 2024 we welcomed 12 key personnel from CAKE into the Group's
digital assets operations, ensuring seamless continuity in areas such as
finance and treasury, software and engineering, and legal and compliance. The
majority of the CAKE employees are based in Singapore and they have provided a
valuable addition to the Group.
Summary
GST is a focused, 'pure play', fintech group with solid operational platforms
focussed on foreign exchange and payment services, and digital assets
services, coupled with a cybersecurity business, on which to build and
continue to roll out our GS Money solutions.
Whilst GST has experienced significant revenue growth during the year, the
period was one of ensuring the Group is very well positioned for the future,
which does come at a short-term cost and have an impact on immediate
revenues. In particular, the acquisition of the business and assets of CAKE
and the integration of the GS20 Exchange with the Bake cryptocurrency platform
was a transformational step.
Whilst these investments and the significant development of our businesses has
come at a cost, I believe it is one that will deliver a substantial future
return. The Group is very well positioned in both money remittance and
digital asset exchanges services, with attractive offerings that are gaining
significant market traction. However, we do not intend to slow our expansion
plans. Ongoing licence applications to expand our market presence and
geographical coverage will add further capabilities, and the completing the
acquisition of Metapay will greatly assist our European penetration. We will
also continue to explore further value enhancing acquisition opportunities as
they are presented. I am also excited by the additional opportunity to
generate shareholder value through the Group's new Bitcoin focused Treasury
Policy while reinforcing our leadership in the digital asset space.
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 is making significant advances and I look forward to reporting on our
further progress in the coming months.
On behalf of the Board
Tone Goh
Executive Chairman
Financial Review
The Group's financial statements include full 12-month contributions from the
Group's main operating subsidiaries; Angra Limited, Angra Global Limited, GS
Fintech UAB and Semnet Pte Ltd. Only the business and assets of CAKE were
acquired, so no further entity was required to be consolidated.
Income Analysis
The Group's income during the year was solely derived from the Group's
'fintech' and cybersecurity businesses, with revenue increasing by 91% for the
12-months ended 31 March 2025 to US$2.96 million (2024: US$1.55 million),
reflecting the increasing commercial traction gained by these businesses.
The second half performance was impacted by the acquisition of the business
and assets of CAKE, where additional transitional expenses were incurred and
the digital assets business repositioned as the Bake platform was fully
integrated with the Company's GS20 Exchange.
The Group's operating loss before tax for the financial year increased
slightly to US$2.31 million, compared to the operating loss incurred in
previous financial year of US$1.22 million as the Company continued to invest
in developing its GS Money solutions. In particular, net operating expenses
increased significantly in FY25, from US$2.54 million in FY24 to US$5.16
million in FY25. This reflected increased employee and office costs as the
Group expanded, including through the full year contribution from Semnet and
key hires, including the CAKE team. There was also a significant increase in
cost of goods sold from US$0.38 million in FY24 to US$1.05 million in FY25,
reflecting the nature of the Semnet business.
Balance Sheet Analysis
Net assets as at 31 March 2025 amounted to US$8.44 million (31 March 2024:
US$5.34 million).
As at 31 March 2025, the Group had available cash of US$4.21 million (31 March
2024: US$2.61 million), with gross proceeds of £1.925 million (approximately
US$2.60 million) being raised post period end in July 2025.
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.
Post period end, on 25 June 2025, the Company announced the formal adoption of
a Bitcoin treasury reserve 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 and it is the
Director's intention that a substantial proportion of the Company's cash
balance will be held in Bitcoin, which they believe offers liquidity
comparable to cash while serving as a reliable store of value.
Independent Auditor's Report
Opinion
We have audited the financial statements of GSTechnologies Ltd. (the 'group')
for the year ended 31 March 2025 which comprise the Consolidated statement of
comprehensive income, the Consolidated statement of changes in equity, the
Consolidated statement of financial position, the Consolidated statement of
cash flows and notes to the financial statements, including a summary of
significant accounting policies. The financial reporting framework that has
been applied in the preparation of the Group financial statements is
applicable law and International Financial Reporting Standards as issued by
the International Accounting Standards Board (IFRS). The financial reporting
framework that has been applied in the preparation of the Parent Company
financial statements is applicable law and United Kingdom Accounting
Standards, including FRS 102 'Reduced Disclosure Framework' (United Kingdom
Generally Accepted Accounting Practice).
In our opinion, the financial statements:
• give a true and fair view of the state of the Group's and the
Parent Company's affairs as at 31 March 2025 and of the group's loss for the
year then ended;
• the Group financial statements have been properly prepared in
accordance with IFRS; and
• the Parent Company financial statements have been properly
prepared in accordance with United Kingdom Generally Accepted Accounting
Practice
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing
and applicable law. Our responsibilities under those standards are further
described in the Auditor's responsibilities for the audit of the financial
statements section of our report. We are independent of the group and parent
company in accordance with the ethical requirements that are relevant to our
audit of the financial statements in the UK, including the FRC's Ethical
Standard as applied to listed entities, and we have fulfilled our other
ethical responsibilities in accordance with these requirements. We believe
that the audit evidence we have obtained is sufficient and appropriate to
provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors'
use of the going concern basis of accounting in the preparation of the
financial statements is appropriate. Our evaluation of the Directors'
assessment of the entity's ability to continue to adopt the going concern
basis of accounting included:
• Review of managements cash flow projections for the period ended
31 March 2027;
• Review of management's assumptions based on historical expenditure
and contractual commitments;
• Sensitivity analysis on cash flow forecast to consider the
available headroom under different reasonably possible scenarios;
• Consideration of certainty of receipt of finance inflows including
review of conditions precedent on financing agreements; and
• Review of adequacy and completeness of disclosures in the
financial statements in respect of the going concern assumption.
Based on the work we have performed, we have not identified any material
uncertainties relating to events or conditions that, individually or
collectively, may cast significant doubt on the Group's ability to continue as
a going concern for a period of at least twelve months from when the financial
statements are authorised for issue. Our responsibilities and the
responsibilities of the directors with respect to going concern are described
in the relevant sections of this report.
Our approach to the audit
In planning our audit, we determined materiality and assessed the risks of
material misstatement in the financial statements. In particular, we looked at
where the directors made subjective judgements, for example in respect of
significant accounting estimates. As in all of our audits, we also addressed
the risk of management override of internal controls, including evaluating
whether there was evidence of bias by the directors that represented a risk of
material misstatement due to fraud.
We tailored the scope of our audit to ensure that we performed sufficient work
to be able to issue an opinion on the financial statements as a whole, taking
into account the structure of the group and the parent company, the accounting
processes and controls, and the industry in which they operate.
Key Audit Matters
Key audit matters are those that, in our professional judgement, were of most
significance in our audit of the Financial Statements of the current year and
include the most significant assessed risks of material misstatement (whether
or not due to fraud) we identified, including those which had the greatest
effect on: the overall audit strategy, the allocation of resources in the
audit and directing the efforts of the engagement team. These matters were
addressed in the context of our audit of the financial statements as a whole,
and in forming our opinion thereon, and we do not provide a separate opinion
on these matters.
The use of the Going Concern basis of accounting was assessed as other audit
matter and has already been covered in the previous section of this report.
The other key audit matters identified are noted below.
Key audit matter How our work addressed this matter
Revenue Recognition Our work included:
Revenue recognition is a presumed risk of fraud under International Auditing • Reviewing the component auditors work with considerations to:
Standards. We have therefore identified revenue recognition as a significant
risk. • Accounting policies adopted and ensuring these are in accordance with
IFRS;
• Confirming revenue has been recognised in accordance with the
accounting policies; and
• Tests of detail confirming completeness and cut off;
• Review of agreements underpinning sales in the parent company; and
• Recalculation of expected turnover for all customers based off
agreements.
Management override of controls Our work included:
Professional standards require us to communicate the fraud risk from • Journals testing, which involves completeness of journal review,
management override of controls as significant because management is typically reviewing journals posted during and after the year end for any activity that
in a unique position to perpetrate fraud because of its ability to manipulate is not in line with our knowledge;
accounting records and prepare fraudulent financial statements by overriding
controls that otherwise appear to be operating effectively. • Reviewing the consolidation and corroboration of all consolidation
journal items to supporting documentation;
• Reviewing management estimations, judgements and application of
accounting policies for undue bias in the financial statements. The
significant judgements and estimates are noted separately in this report;
• Reviewing unadjusted audit differences for indications of bias of
a deliberate misstatement; and
• Applying professional scepticism in our audit procedures.
•
Accounting for cryptocurrency assets and liabilities (Client balances & Our work included:
deposits)
• Reviewing the component auditors work and perform additional work
Considered to be a key risk Due to complexity, rapid change in value, and if required with considerations to:
complex accounting treatment, higher risk of misstatements has been determined
for applicable assertions for digital assets and liabilities. The risk arises • Assess the audit procedures performed over digital asset balances
due to the complexity in determining ownership, control, and valuation of the and related client liabilities.
assets; these should be assessed for appropriate gross presentation as both an
asset and a corresponding liability, with confirmation procedures and controls • Evaluate whether the component auditor assessed ownership and
evaluated at the component level. control of digital assets, including the use of blockchain explorers or
confirmations from third-party custodians or wallet providers.
• Confirm that the component auditor assessed the gross presentation
of client balances (digital assets as assets and matching liabilities) in
accordance with relevant accounting standards.
• Review component auditor's testing of valuation procedures,
including fair value assessment at the reporting date and classification
within the fair value hierarchy (IFRS 13).
• Assess the component auditor's evaluation of internal controls
around custody, access, and reconciliation of digital assets and client
deposits.
• Hold discussions with the component auditor to confirm their
understanding of the accounting framework and ensure that appropriate audit
evidence was obtained to support the balances reported.
Carrying value of intangibles assets Our work included:
Intangibles assets consists mainly of software, platforms and licenses. • Reviewing the impairment model provided and checking that the value in
Intangible assets' valuation and measurement involves estimation and judgment use model is appropriate;
therefore there is risk of misstatements in recognition and measurement of the
intangible assets. • Testing the integrity of the cashflow model;
Amongst the intangibles, the company hold 2 software which requires licenses • Discussing with management the assumptions used and obtaining support for
to operate: key assumptions;
• Sensitising the cash flow for key assumptions and considering if the
disclosures in the financial statements reflect appropriately the requirement
1. Angra B2B to disclosure key judgements and estimates;
The company holds an FCA licence that allows it to operate as a payment • Challenging the intangible asset capitalisation policy of the group and
provider in the UK. This licence is essential for offering services through ensuring this is consistent with the requirements of IAS36;
the Angra B2B software. If the company does not comply with FCA requirements,
the licence could be suspended or revoked, which would affect the ability to • Considering the need for use of a management expert to confirm
operate the software and could impact its value. feasibility of the project; and
• Comparing the market capitalisation of the group with the reported
equity funds in the financial statements.
2. Bake App -The Bake App is a platform for crypto trading, swaps, and
staking. To operate in the EU, the company needs a MiCA licence. The
application is still in progress. Until the licence is granted, there is a
risk that the app cannot be used in certain markets, which could affect its
value and the recoverability of capitalised development costs.
Carrying value of investment in subsidiaries Our work included:
There is a risk that the carrying value of investments in subsidiaries may be • Reviewing the impairment model provided and checking that the value in
overstated if impairment indicators exist but are not properly identified or use model is appropriate;
the impairment loss is not accurately measured. This risk arises due to the
significant judgment involved in estimating future cash flows, discount rates, • Testing the integrity of the cashflow model;
and other assumptions used in impairment testing.
• Evaluating management's impairment assessment, including triggers and
assumptions (e.g. DCF).
• Evaluating the methodology used by management to assess recoverable
amounts, including whether a value-in-use or fair value less costs to sell
approach was applied.
• Performing benchmarking against external data.
• Conducting sensitivity analysis on key assumptions (growth rate,
discount rate).
• Reviewing any supporting documentation, such as board minutes,
strategic plans, or restructuring decisions, that may indicate future
performance issues.
Regulatory Compliance and Licensing Risk Our work included:
The group operates in a highly regulated environment across multiple • Obtain and review copies of current licences and regulatory
jurisdictions, including the UK, Canada, and Lithuania, where its subsidiaries registrations for each regulated entity.
are engaged in regulated financial activities such as crypto-asset exchange,
foreign exchange, and digital payment services. These activities require • Inspect correspondence with regulators (e.g. FCA, local
appropriate licences and ongoing compliance with a range of regulatory regulators) for evidence of non-compliance, breaches, or ongoing
frameworks, including FCA rules, PSD2, and AML/KYC requirements. There is a investigations.
risk that one or more subsidiaries may not remain fully compliant with the
relevant licensing conditions or regulatory obligations, whether due to • Discuss with management and Compliance Officers/MLROs to understand how
evolving legislation, internal control weaknesses, or inconsistent application compliance is monitored across jurisdictions and obtain confirmation of
of policies across jurisdictions. Any instances of non-compliance could result compliance status as at year-end.
in regulatory sanctions, reputational damage, or limitations on the group's
ability to operate in certain markets, all of which could have a material • Review internal compliance reports or audit committee minutes for
impact on the financial statements. any identified compliance issues or regulatory risks.
• Assess the adequacy of disclosures in the financial statements
related to regulatory matters, including contingent liabilities where
relevant.
• Consider legal or regulatory confirmations where appropriate,
especially if there is a known risk of non-compliance or past issues.
• Evaluate whether compliance obligations are properly reflected in
the group's going concern assessment and forecasts.
Our application of materiality
We apply the concept of materiality both in planning and performing our audit
and in evaluating the effect of misstatements. We consider materiality to be
the magnitude by which misstatements, including omissions could influence the
economic decisions of reasonable users that are taken on the basis of the
financial statements.
In order to reduce to an appropriately low level the probability that any
misstatements exceed materiality, we use a lower materiality level,
performance materiality, to determine the extent of testing needed.
Importantly, misstatements below these levels will not necessarily be
evaluated as immaterial as we also take account of the nature of identified
misstatements, and the particular circumstances of their occurrence, when
evaluating their effect on the financial statements as a whole.
We consider gross assets to be the most significant determinant of the Group's
financial performance used by the users of the financial statements. We have
based materiality on 1.5% of reported gross assets for the group. Overall
materiality for the financial statements was determined to be approximately
$700,000. However, group materiality was capped at $250,000, as we considered
that misstatements above this level could reasonably influence the economic
decisions of users taken on the basis of the financial statements. For each
component, the materiality set was lower than the overall group materiality.
An overview of the scope of our audit
Our audit was scoped by assessing audit risk, determining materiality and
allocating performance materiality across the Group. In establishing the
scope, we considered the Group's structure, size, risk profile, accounting
processes, and internal control environment, to ensure sufficient and
appropriate audit evidence was obtained to support our opinion on the
consolidated financial statements.
We adopted a risk-based audit approach, focusing audit effort on areas of
higher assessed risk of material misstatement, including those arising from
aggregation risk. Based on our understanding of the Group and its environment,
including the industry in which it operates, it was determined that an
entirely substantive audit approach was appropriate. Audit procedures included
substantive testing over total expenditure, total assets, liabilities, and
equity.
The audit of the parent entity, registered in the British Virgin Islands, was
performed by the group audit team. For the audits of Semnet Pte Ltd
(Singapore), Angra Limited (United Kingdom), and GS Fintech UAB (Lithuania),
group instructions were issued to the respective component auditors: Robert
Yam & Co PAC, RDH Accountants, and Audito LT. The group audit team
directed and reviewed the work performed by component auditors. Substantive
procedures were performed at component level where aggregation risks were
identified, and specified audit procedures were undertaken on areas requiring
audit focus.
Other information
The directors are responsible for the other information. The other information
comprises the information included in the annual report, other than the
financial statements and our auditor's report thereon. Our opinion on the
financial statements does not cover the other information and, except to the
extent otherwise explicitly stated in our report, we do not express any form
of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility
is to read the other information and, in doing so, consider whether the other
information is materially inconsistent with the financial statements or our
knowledge obtained in the audit or otherwise appears to be materially
misstated. If we identify such material inconsistencies or apparent material
misstatements, we are required to determine whether there is a material
misstatement in the financial statements or a material misstatement of the
other information. If, based on the work we have performed, we conclude that
there is a material misstatement of this other information, we are required to
report that fact.
We have nothing to report in this regard.
Opinion on other matters
In our opinion, based on the work undertaken in the course of the audit:
· the information given in the Group Strategic Report and the Directors'
Report for the financial year for which the financial statements are prepared
is consistent with the financial statements; and
· the Group Strategic Report and the Directors' Report have been prepared in
accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the group and the parent
company and their environment obtained in the course of the audit, we have not
identified material misstatements in the strategic report and the directors'
report.
We have nothing to report in respect of the following matters in relation to
which we are required to report to you if, in our opinion:
· adequate accounting records have not been kept by the parent company,
or returns adequate for our audit have not been received from branches not
visited by us; or
· the parent company financial statements are not in agreement with the
accounting records and returns; or
· certain disclosures of directors' remuneration specified by law are
not made; or
· we have not received all the information and explanations we require
for our audit.
Responsibilities of directors
As explained more fully in the directors' responsibilities statement, the
directors are responsible for the preparation of the financial statements and
for being satisfied that they give a true and fair view, and for such internal
control as the directors determine is necessary to enable the preparation of
financial statements that are free from material misstatement, whether due to
fraud or error.
In preparing the financial statements, the directors are responsible for
assessing the parent company's ability to continue as a going concern,
disclosing, as applicable, matters related to going concern and using the
going concern basis of accounting unless the directors either intend to
liquidate the parent company or to cease operations, or have no realistic
alternative but to do so.
Those charged with governance are responsible for overseeing the Group
financial reporting process.
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial
statements as a whole are free from material misstatement, whether due to
fraud or error, and to issue an auditor's report that includes our opinion.
Reasonable assurance is a high level of assurance, but it is not a guarantee
that an audit conducted in accordance with ISAs will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and
are considered material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions of users taken on
the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and
regulations. We design procedures in line with our responsibilities, outlined
above, to detect material misstatements in respect of irregularities,
including fraud. The extent to which our procedures are capable of detecting
irregularities, including fraud is detailed below:
• We obtained an understanding of the legal and regulatory
frameworks within which the Group operates focusing on those laws and
regulations that have a direct effect on the determination of material amounts
and disclosures in the financial statements.
• We identified the greatest risk of material impact on the
financial statements from irregularities, including fraud, to be the override
of controls by management. Our audit procedures to respond to these risks
included enquiries of management about their own identification and assessment
of the risks of irregularities, sample testing on the posting of journals and
reviewing accounting estimates for biases, including challenging estimates
made by management and discussion of those estimates with those charged with
governance.
Because of the inherent limitations of an audit, there is a risk that we will
not detect all irregularities, including those leading to a material
misstatement in the financial statements or non-compliance with regulation.
This risk increases the more that compliance with a law or regulation is
removed from the events and transactions reflected in the financial
statements, as we will be less likely to become aware of instances of
non-compliance. The risk is also greater regarding irregularities occurring
due to fraud rather than error, as fraud involves intentional concealment,
forgery, collusion, omission or misrepresentation.
A further description of our responsibilities for the audit of the financial
statements is located on the Financial Reporting Council's website at:
www.frc.org.uk/auditorsresponsibilities. This description forms part of our
Auditor's Report.
Other matters that we are required to address
We were appointed on 5 August 2025 and this is the first year of our
engagement as auditors for the Group.
We confirm that we are independent of the Group and have not provided any
prohibited non-audit services, as defined by the Ethical Standard issued by
the Financial Reporting Council.
Our audit report is consistent with our additional report to the Audit
Committee / Board of Directors explaining the results of our audit.
Use of our report
This report is made solely to the parent company's members, as a body. Our
audit work has been undertaken so that we might state to the parent company's
members those matters we are required to state to them in an auditor's report
and for no other purpose. To the fullest extent permitted by law, we do not
accept or assume responsibility to anyone other than the parent company and
the parent company's members as a body, for our audit work, for this report,
or for the opinions we have formed.
Paul Randall FCA (Senior Statutory Auditor)
For and on behalf of RPG Crouch Chapman LLP
Chartered Accountants & Statutory Auditors
40 Gracechurch Street
London
EC3V 0BT
11 September 2025
CONSOLIDATED AUDITED STATEMENT OF PROFIT OR LOSS AND COMPREHENSIVE INCOME
For the financial year ended 31 March 2025
Notes 2025 US$'000 2024
US$'000
(Restated)
Net operating income
Revenue 6 2,817 1,466
Other income 7 147 88
2,964 1,554
Net operating expense
Continuing operations 8 (5,159) (2,535)
Foreign exchange loss (118) (242)
Operating loss before tax (2,313) (1,223)
Income tax expense 20 15 -
Net loss for the year (2,298) (1,223)
Other comprehensive income/(loss)
Revaluation gain from digital assets 58 -
Movement in foreign exchange reserve (52) 1,046
Total comprehensive loss for the year (2,292) (177)
Net Loss for the year attributable to:
Equity holders for the parent (2,195) (1,236)
Non-controlling interest 22 (103) 13
(2,298) (1,223)
Total comprehensive loss for the year attributable to:
Equity holders for the parent (2,189) (190)
Non-controlling interest (103) 13
(2,292) (177)
(Loss)/Earnings per share attributable
to members of the Parent:
Basic (loss) per share 11 (0.00106) (0.00064)
Diluted (loss) per share 11 (0.00106) (0.00064)
CONSOLIDATED AUDITED STATEMENT OF FINANCIAL POSITION
For the financial year ended 31 March 2025
Notes 2025 US$'000 2024
US$'000
(Restated)
ASSETS
Current assets
Cash and cash equivalents 13 4,214 2,611
Trade and other receivables 14 38,263 608
Other assets 277 277
Inventories 15 13 10
Total current assets 42,767 3,506
Non-current assets
Property, plant and equipment 16 109 192
Intangible assets 18 4,141 4,107
Total non-current assets 4,250 4,299
TOTAL ASSETS 47,017 7,805
EQUITY
Share Capital 21 15,582 10,870
Treasury Shares (16) (808)
Reserves (8) 44
Non- controlling Interest 22 (51) 52
Other Comprehensive Income 58 -
Retained Earnings (7,120) (4,822)
Total Equity 8,445 5,336
Equity attributable to owners of the parent 8,496 5,284
Non-controlling equity interest (51) 52
8,445 5,336
LIABILITIES
Current liabilities
Trade and other payable 23 38,437 1,034
Deferred liabilities 23 - 1,220
Lease liabilities 17 37 69
Total current liabilities 38,474 2,323
Non-current liabilities
Lease liabilities 17 65 102
Loans payable 25 24 41
Other payable 9 4
Total non-current liabilities 98 147
Total Liabilities 38,572 2,470
TOTAL EQUITY & LIABILITIES 47,017 7,806
CONSOLIDATED AUDITED STATEMENT OF CHANGES IN EQUITY
For the financial year ended 31 March 2025
Shareholder Capital Treasury Shares FX Reserve NCI OCI Retained Earnings Total
2025 Consolidated US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000
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
Shareholder Capital Treasury Shares FX Reserve NCI OCI Retained Earnings Total
2024 Consolidated (Restated) US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000
Balance at 1 April 2023 8,281 (808) (1,002) - - (2,601) 3,870
Opening Balance Adjustment 307 - - - - - 307
Comprehensive Income /Loss)
Loss for the year - - - - - (1,236) (1,236)
Other comprehensive income for the year - - 1,046 - - - 1,046
Non-controlling interest - - - 52 - - 52
Total comprehensive loss for the year - - 1,046 52 - (1,236) (138)
Transaction cost related to equity issuance - - - - - (985) (985)
Transactions with owners in their capacity as owners:
Shares issued during the year 2,282 - - - - - 2,282
Balance at 31 March 2024 10,870 (808) 44 52 - (4,822) 5,336
CONSOLIDATED AUDITED STATEMENT OF CASH FLOWS
For the financial year ended 31 March 2025
Notes 2025 2024
US$'000 US$'000
(Restated)
CASH FLOWS FROM OPERATING ACTIVITIES
Loss before taxation from operations (2,313) (1,223)
Adjustments:
Depreciation on property, plant and equipment 16 14 55
Depreciation on right-of use of asset 17 41 14
Impairment 18 833 106
Interest expense on lease 6 13
Income tax 20 (15) -
(Profit) / Loss on foreign exchange (194) 242
Loss on disposal - 58
Operating loss before working capital changes (1,628) (735)
Increase in inventories (3) (10)
Increase in trade and other receivables (37,655) (529)
Increase/(Decrease) in trade and other payables 37,404 (1,361)
Net cash flow used in operating activities (1,882) (2,635)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property, plant and equipment (3) (257)
Deferred consideration paid (220) -
Purchase of intangible asset (866) (1,910)
Net cash flow used in investing activities (1,089) (2,167)
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of new shares 4,712 2,282
Treasury shares - -
Principal elements of lease payments (69) 131
Decrease in loan payable (17) (297)
Forex reserves (52) 1,045
Net cash flow from financing activities 4,574 3,160
Net increase/(decrease) in cash and cash equivalents 1,603 (1,641)
Cash and cash equivalents at beginning of the period 2,611 4,252
Cash and cash equivalents at end of the period 13 4,214 2,611
Notes to the Group Consolidated Audited 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 year ended 31 March 2025 were authorised for issue in accordance
with a resolution of the Directors on 11 September 2025.
The registered office of GSTechnologies Ltd, the ultimate parent of the Group
is Luna Tower, Waterfront Drive, 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 consolidated financial statements of the Group have been prepared in
accordance with International Financial Reporting Standards (IFRS) as adopted
by United Kingdom Accounting Standards, including Financial Reporting Standard
102, The Financial Reporting Standard applicable in the United Kingdom and
Ireland and the Companies Act 2006 as they apply to the financial statements
of the Group for the year ended 31 March 2025.
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.
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 New standards and interpretations
a. Adoption of new and revised standards
No new standards, amendments or interpretations, effective for the first time
for the period beginning on or after April 1, 2024 have had a material impact
on the Company.
The following IFRSs or IFRIC interpretations are those that were effective for
the first time for the financial year beginning April 1, 2024 and relevant to
the entity.
Title Description Effective Date
IFRS S1 General Requirements for Disclosure of Sustainability-related IFRS S1 sets out overall requirements for sustainability-related financial Applicable to annual reporting periods beginning on or after 1 January 2024
Financial Information disclosures with the objective to require an entity to disclose information
about its sustainability-related risks and opportunities that is useful to
primary users of general purpose financial reports in making decisions
relating to providing resources to the entity.
IFRS S2 Climate-related Disclosures IFRS S2 sets out the requirements for identifying, measuring and disclosing Applicable to annual reporting periods beginning on or after 1 January 2024
information about climate-related risks and opportunities that is useful to
primary users of general purpose financial reports in making decisions
relating to providing resources to the entity.
Classification of Liabilities as Current or Non-Current (Amendments to IAS 1) The amendments aim to promote consistency in applying the requirements by Annual reporting periods beginning on or after 1 January 2024
helping companies determine whether, in the statement of financial position,
debt and other liabilities with an uncertain settlement date should be
classified as current (due or potentially due to be settled within one year)
or non-current
Non-current Liabilities with Covenants (Amendments to IAS 1) The amendment clarifies how conditions with which an entity must comply within Annual reporting periods beginning on or after 1
twelve months after the reporting period affect the classification of a
liability
The Directors are evaluating the impact of the new and amended standards
above. The Directors believe that these new and amended standards are not
expected to have a material impact on the financial statements of the Company.
b. New standards and interpretations in issue but not yet effective
At the date of authorization of these financial statements, the Group has not
applied the following new and revised IFRSs that have been issued but are not
yet effective:
Standards Issued and Effective on or after 1 January 2025
Title Description Effective Date
IFRS 18 Presentation and Disclosures in Financial Statements IFRS 18 includes requirements for all entities applying IFRS for the Applicable to annual reporting periods beginning on or after 1 January 2027
presentation and disclosure of information in financial statements.
IFRS 19 Subsidiaries without Public Accountability: Disclosures issued IFRS 19 specifies reduced disclosure requirements that an eligible entity is Applicable to annual reporting periods beginning on or after 1 January 2027
permitted to apply instead of the disclosure requirements in other IFRS
Accounting Standards
Amendments IFRS 9 and IFRS 7 regarding the classification and measurement of The amendments address matters identified during the post-implementation Annual reporting periods beginning on or after 1 January 2026
financial instruments review of the classification and measurement requirements of IFRS 9 Financial
Instruments
The Directors do not expect that the adoption of the Standards listed above
will have a material impact on the financial statements of the Group in future
periods.
2.3 Consolidation
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.
2.4 Prior Period Adjustment
(i) Presentation Reclassification
The Company undertook a review of the presentation of certain balances in its
parent company statement of financial position. This resulted in the
reclassification of amounts previously included in Intercompany Receivables to
Investment in Subsidiaries.
At 31 March 2024, an amount of US$2.077 million was presented within
Intercompany Receivables. Management has determined that these balances
represent permanent capital contributions to subsidiaries and should be
classified as Investment in Subsidiaries. Accordingly, the comparative
statement of financial position has been restated to reflect this
reclassification.
This adjustment is a matter of presentation only. It does not affect the
reported consolidated results, net assets, equity, or cash flows of the Group.
The impact of the reclassification on the Company's statement of financial
position as at 31 March 2024 is summarised below:
As previously reported Adjustment Restated
Line item (US$'000) (US$'000) (US$'000)
Intercompany Receivables 3,428 -2,077 1,351
Investment in Subsidiaries nil +2,077 2,077
No other line items are affected.
(ii) Disclosure on Prior Period Errors
During the preparation of the financial statements for the year ended 31 March
2025, the management identified a prior period error relating to the
accounting for the Company's intangible asset and investment in its
subsidiary, Semnet Pte Ltd.
(a) Nature of the error
In the prior financial year ended 31 March 2024, the Company identified errors
in the accounting for its investment in Semnet and the acquisition of the
Neobanking platform which resulted in an understatement of both assets and
liabilities. The total consideration for the Semnet acquisition amounted to
US$1.800 million, comprising US$1.000 million to be settled by the issue of
Ordinary Shares of no-par value in the Company and US$0.800 million payable in
cash. Only part of this transaction had been recognised in the financial
statements, leading to an understatement of the investment in subsidiary and
the related consideration payable. The outstanding cash consideration of
US$0.220 million was subsequently settled on 4 July 2024, while the share
consideration of US$1.000 million was fully discharged on 2 December 2024
through the issue of Ordinary Shares at a price of 1.34 pence per share.
In addition, the cost of the Neobanking platform was understated by US$0.307
million due to the application of an incorrect foreign exchange rate in
converting the share consideration price into US dollars.
(b) Amount of the correction at the beginning of the earliest period presented
No adjustment was required as at 1 April 2023, being the beginning of the
comparative period presented. However, as at 31 March 2024, the Company's
investment in subsidiary was understated by US$1.220 million, with a
corresponding understatement of of liabilities comprising US$1.000 million
relating to the deferred share consideration payable, US$0.220 million
relating to the outstanding cash consideration, and understatement on
intangible assets of US$0.307 million relating to the Neobanking platform.
Accordingly, the comparative figures for the year ended 31 March 2024 have
been restated to correct prior period error.
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 31 March 2025, the Group held cash reserves of US$4,214,000 (2024:
US$2,611,000).
The Directors believe that there are sufficient funds to meet the Group's
working capital requirements.
The Group recorded a loss of US$ 2,298,000 for the year ended 31 March 2025
and had net assets of US$8,445,000 as of 31 March 2025 (2024: loss of US$
1.22 million and net assets of US$ 5.34 million).
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 5 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 1,761 (800) 961 indefinite
Software & Licenses 1,562 1,562 indefinite
Neobanking platform 1,016 1,017 indefinite
Digital Assets 594 (89) 505 indefinite
Trademarks 6 6 indefinite
Total 5,077 (48) (889) 4,141
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.
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.
The Group has determined the fair value less costs of disposal of certain
investments and cash-generating units ("CGUs") using a discounted cash flow
methodology. This approach requires management to make significant estimates
and judgments regarding future cash flows, growth assumptions, and discount
rates.
· Cash Flow Projection Period: Management has projected cash flows
over a period of five years.
· Growth Rates Applied Beyond the Forecast Period:
o Angra Limited - A terminal growth rate of 5.7%, reflecting anticipated
revenue opportunities arising from the granting of the Electronic Money
Institution (EMI) licence.
o Semnet Pte Ltd - A terminal growth rate of 30%, reflecting the intention
to list the entity on Nasdaq at an indicative valuation of approximately USD
56 million.
o GS Fintech UAB - A terminal growth rate of 2%, reflecting expected
benefits from the introduction of the Markets in Crypto-Assets Regulation
(MiCA).
· Discount Rate: Future cash flows have been discounted using a
rate of 10%, representing management's estimate of the weighted average cost
of capital adjusted for entity-specific risks.
Management believes the assumptions used are appropriate and supportable in
light of the current business strategies and external market conditions.
However, these assumptions are inherently uncertain, and changes in key inputs
could result in material differences in the fair value less costs of disposal.
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
GSTechinologies 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
2025 2024
US$'000 US$'000
(Restated)
Rendering of services 1,590 613
Transfer fees and charges 1,227 853
2,817 1,466
Transaction fees and charges are from Angra Limited and GS Fintech UAB and
with transaction volume of US$115.73 (FY2024: US$67.72) million and US$44.06
(FY2024: US$31.61) million respectively.
Segmentation of revenues
The table below breaks down revenue from contracts with customers by major
geographical markets, based on the customers' addresses.
Revenue by geographical region 2025 2024
US$'000 US$'000
(Restated)
United Kingdom 503 489
Europe 638 412
United States of America 286 376
Asia-Pacific 1,034 51
Rest of the world 356 138
Total Revenue 2,817 1,466
Entity-wide disclosures
● Products and services: All external revenue derives from money
remittance and crypto-asset exchange on blockchain-enabled financial services
and related infrastructure.
● Geographical exposure: Revenue is primarily earned from clients in
the United Kingdom and the European Economic Area (EEA), with no individual
geography outside this region representing a material portion of total
revenue. Revenue attributable to the Singapore subsidiary relates entirely to
activities undertaken in Singapore, which operates as the Group's technology
and operations hub.
● Major customers: Angra Limited serves corporate clients only,
providing foreign exchange and payment solutions tailored to businesses, while
GS Fintech UAB serves individual customers, primarily retail users of payment
and transfer services. Revenue is well diversified across both entities'
customer portfolios. No single customer contributes more than 10% of
consolidated revenue, and therefore there is no significant concentration
risk.
7. Other income
2025 2024
US$'000 US$'000
(Restated)
Interest income 4 -
Government grant 13 9
Other income 130 79
147 88
8. Net operating expenses
Net operating expenses 2025 2024
US$'000 US$'000
(Restated)
Continuing Operations
Admin expense 1,113 883
Costs of goods sold 1,057 378
Depreciation 54 69
Distribution, advertising and promotion 108 12
Employee cost 1,442 817
Finance cost 20 10
Impairment 833 106
Interest expense on lease 6 3
Leases 107 68
Occupancy cost 33 59
Office expense 243 42
Travel expense 143 88
5,159 2,535
9. Key management personnel
2025 2024
US$'000 US$'000
(Restated)
Directors' salaries 562 462
Defined benefit pension scheme 37 25
Directors' accommodation 12 -
Total amount of emoluments 611 487
10. Employee costs
2025 2024
US$'000 US$'000
(Restated)
Wages and salaries 723 285
Staff welfare and other employee costs 108 45
Total 831 330
Average number of employees for the Group 41 36
11. Earnings per share
2025 2024
US$'000 US$'000
(Restated)
Loss for the period attributable to members of the parent (2,298) (1,223)
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 2,033,699,977 1,851,424,219
Basic loss per share-cents (0.00106) (0.00064)
Diluted loss per share-cents (0.00106) (0.00064)
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.
GSTechnologies Limited applies IFRS 8 Operating Segments in its consolidated
financial statements. The standard requires operating segments to be
identified on the basis of internal reports regularly reviewed by the Chief
Operating Decision Maker (CODM) to allocate resources and assess performance.
Operating Segments
The Group has determined that it operates as a single reportable segment,
being the provision of blockchain-enabled financial services. The Group's
principal activities focus on building blockchain infrastructure to support
digital asset transactions and cross-border payments, primarily under the GS
Fintech brand.
Chief Operating Decision Maker
The CODM has been identified as the Executive Chairman, supported by the Board
of Directors. Management reporting reviewed by the CODM presents financial
information on a consolidated basis only. There is no internal reporting of
separate business lines or geographic units.
Segment Identification and Aggregation
Although the Group operates in multiple jurisdictions, these are managed and
reported as an integrated unit. Internal performance evaluation and
decision-making processes are based solely on consolidated Group information.
The criteria in IFRS 8 paragraph 12 are met for treating the Group as a single
reportable segment, as:
● No individual component of the business meets the quantitative
thresholds for separate reporting; and
● The services offered (blockchain-related financial solutions) are
economically similar and generate revenues from similar customers.
Entity-wide Disclosures
While only one reportable segment has been identified, the following
entity-wide disclosures are provided in accordance with IFRS 8 paragraphs 31
to 34:
a) Products and Services
All external revenue arises from the Group's core activity: blockchain-enabled
financial services. This includes digital asset remittance, blockchain payment
infrastructure, and associated financial technology solutions.
b) Geographic Information
The Group operates in three principal jurisdictions: the United Kingdom,
Lithuania, and Singapore. The allocation of external revenue by location of
customer, and the carrying amount of non-current assets by geographic
location, is presented in Note 6.
c) Major Customers
During the reporting period, no single external customer contributed 10% or
more of the Group's total revenue (FY 2024: nil).
Measurement Basis and Reconciliations
Segment information is reported using the same accounting policies as those
used in the consolidated financial statements. As only one segment is
reported, no reconciliation is required between segment and Group results.
Future Considerations
Management regularly reviews the Group's operations for any indicators that
would warrant the identification of separate reportable segments. Should any
operating component grow to meet the quantitative thresholds, or should
internal reporting to the CODM change to reflect discrete business lines or
geographies, the Group will update its segment reporting accordingly.
13. Cash and cash equivalents
2025 2024
US$'000 US$'000
(Restated)
Cash at bank 4,214 2,611
14. Trade and other receivables
2025 2024
US$'000 US$'000
(Restated)
Trade receivables 37,938 216
Prepayments 102 -
Other debtors 176 206
Due from related party 47 186
38,263 608
15. Inventories
Inventories are valued at the lower of cost and net realisable value.
Semnet Pte Ltd inventory as at 31 March 2025:
2025 2024
US$'000 US$'000
(Restated)
Inventories 13 10
16. Property, plant and equipment
Right-Of-Use Renovation US$'000 Furniture Software Total US$'000
Assets & Office US$'000
US$'000 Equipment US$'000
Cost
As at 01 April 2023 126 7 86 - 219
Additions / Transfer in 151 14 5 87 257
Additions on acquisition of subsidiary 51 - 80 28 159
Disposal / Write-off (126) (7) - - (133)
Reclassification - - - (115) (115)
As at 31 March 2024 (Restated) 202 14 171 - 387
Additions / Transfer in - 3 - - 3
Disposal / Write-off (51) - (72) - (123)
As at 31 March 2025 151 17 99 - 267
Right-Of-Use Renovation US$'000 Furniture Software Total US$'000
Assets & Office US$'000
US$'000 Equipment US$'000
Accumulated depreciation
As at 01 April 2023 83 7 34 - 124
Charge for the year 14 2 53 - 69
Disposal / Write-off (68) (7) - - (75)
Adjustments - - 77 28 105
Reclassification - - - (28) (28)
As at 31 March 2024 (Restated) 29 2 164 - 195
Charge for the year 41 9 5 - 55
Disposal / Write-off (20) - (72) - (92)
As at 31 March 2025 50 11 97 - 158
Net book value 173 12 7 - 192
As at 31 March 2024 (Restated)
As at 31 March 2025 101 6 2 - 109
17. Lease liabilities
Lease liabilities recognized in the balance sheet
The balance sheet shows the following amounts relating to lease liabilities
2025 2024
US$'000 US$'000
(Restated)
Current 37 69
Non-current 65 102
102 171
Amounts recognized in the statement of profit or loss
The statement of profit or loss shows the following amounts relating to
leases:
2025 2024
US$'000 US$'000
(Restated)
Depreciation on ROU 41 14
Interest expense on lease 6 3
47 17
18. Intangible assets
Intangible Assets Trademark US$'000 Goodwill US$'000 Digital Asset US$'000 Software & Total
Licenses US$'000 US$'000
As at 31 March 2023 6 38 347 1,605 1,996
Adjustment - - - 307 307
Additions - 1,723 - 100 1,823
Reclassification - - - 87 87
Impairment - - (89) (17) (106)
As at 31 March 2024 (Restated) 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
No impairment is recognized this year for the 100,000,000 COAL tokens on hand.
During the year ended 31 March 2025, the Group recognised a goodwill
impairment charge of US$800,000 (2024: US$ nil) relating to the acquisition of
Semnet Pte Ltd allocated to the Semnet Pte Ltd cash-generating unit (CGU).
The impairment was triggered by a combination of lower-than-expected revenue
growth, and updated forecasts reflecting current market conditions.
The recoverable amount of the CGU was determined using a value in use model
based on management's five-year forecast. Key assumptions include:
· Pre-tax discount rate: 10%
· Terminal growth rate: 2%
· Forecast period revenue CAGR: 15%
These assumptions reflect management's best estimate based on past performance
and market analysis. The impairment charge is recognised within administrative
expenses in the consolidated income statement.
19. Subsidiaries
The group's subsidiaries as at 31 March 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 Registered address
Ownership of Voting
Interest (%) Power (%)
Golden Saint Technologies Australia 100 100 11/125 St Georges Terrace PERTH, AUSTRALIA 6000
(Australia) Pty Ltd
C/O Hill Dickinson Llp The Broadgate Tower, London, United Kingdom, EC2A 2EW
GS Fintech Ltd UK 100 100
GS Fintech Pte Ltd Singapore 100 100 336 Smith Street
Singapore (050336)
GS Fintech UAB Lithuania 100 100 Vilnius, Eišiškių Sodų 18-oji g. 11, LT-02194
Angra Limited UK 100 100 2 The Mermaid House, 2 Puddle Dock, Blackfriars Office 205 London EC4V 3DB
Angra Global Limited Canada 100 100 Suite 200 - 375 Water Street
Vancouver, British Columbia V6B 0M9, Canada
Semnet Pte Ltd Singapore 66.66 66.66 1 Commonwealth Lane Unit No. 03-04 Singapore
Bake Fintech Pte Ltd Singapore 100 100 336 Smith Street
#06-307
Singapore (050336)
20. Taxation
The Company is incorporated in the British Virgin Islands, where no corporate
income tax is levied. Accordingly, the income tax expense relates solely to
the Group's subsidiaries in the United Kingdom, Lithuania and Singapore, which
are subject to local statutory tax rates. The Group's effective tax rate
differs from the UK statutory rate of 25% mainly due to the impact of lower
tax rates in certain jurisdictions, non-deductible expenses, and unrecognised
deferred tax assets on losses.
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.
2025 2024
Current Tax: US$'000 US$'000
(Restated)
Current tax expense 25 -
Adjustment in respect of prior years (40)
Total current tax credit 15 -
Opening balance as at 1 April 2024 365 -
Opening brought-forward provision at 1 March 2024 - 372
Current year tax expenses 25 -
Forex exchange loss 6
Tax paid during the year (87) (5)
Prior year tax refund (40) -
Revaluation of provision for taxation 1 (2)
Provision for taxation 270 365
The current tax credit for the year ended 31 March 2025 amounted to US$15,000
(2024: nil). The credit primarily reflects prior year tax refunds recognised
during the period, partly offset by current year tax expenses.
The Group's provision for taxation as at 31 March 2025 was US$270,000 (2024:
US$365,000). The movement during the year is summarised as above.
2025 2024
US$'000 US$'000
(Restated)
(Loss) profit before taxation (2,313) (1,223)
Effect of 25% rate in UK (578) (306)
Effect of different tax rate in foreign jurisdictions (Australia, Singapore, 37 1
UK and Canada)
Temporary differences 15 -
Other tax adjustments (14) -
Unutilised tax losses carried forward 555 305
Taxation credit (charge) in the financial statements 15 -
The reconciliation of the expected tax charge at the UK statutory corporation
tax rate of 25% (2024: 25%) to the actual tax credit recognised is as follows:
The Group reported a consolidated loss before taxation of US$2,313,000 (2024:
US$1,223,000). The expected tax credit at the UK statutory rate is US$578,000
(2024: US$306,000).
The actual tax credit differs mainly due to:
Effect of different tax rates in foreign jurisdictions (United Kingdom,
Lithuania, Singapore, Canada and Australia), which increased the tax charge by
US$37,000 (2024: US$1,000). Unutilised tax losses carried forward, giving rise
to deferred tax assets not recognised in the current year, amounting to
US$555,000 (2024: US$305,000). Temporary differences on certain provisions and
accruals, resulting in a tax charge of US$15,000 (2024: nil). Other tax
adjustments, including prior-year true-ups, resulting in a credit of US$14,000
(2024: nil). The overall result is a net tax credit of US$15,000 (2024: nil),
reflecting the net refund recognised during the current year.
21. Share capital and reserves
The share capital of the Company is denominated in UK Pounds Sterling. Each
allotment during the period was then translated into the Group's functional
currency, US Dollars at the spot rate on the date of issue.
Authorised Number of Shares US$'000
1. Ordinary Shares
As at 31 March 2024 1,915,222,277 10,870
Issues during the period
1 April 2024 to 31 March 2025 250,626,565 4,712
Total shares issued as at 31 March 2025 2,165,848,842 15,582
Treasure Shares during the period
1 April 2023 to 31 March 2024 (60,000,000) (808)
1 April 2024 to 31 March 2025 58,844,713 792
(1,155,287) (16)
Total outstanding shares as at 31 March 2025 2,164,693,555 15,566
22. 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 66.66% stake, while the remaining 33.34%
is owned by non-controlling interests.
23. Trade and other payables
2025 2024
US$'000 US$'000
(Restated)
Trade payable 37,960 473
Deferred liabilities - 1,220
Accruals 138 139
Other payable 69 57
Income tax provision 270 365
38,437 2,254
Trade payables are non-interest bearing and are normally settled on 60-day
terms.
24. Auditor's remuneration
During the year, the group (including its overseas subsidiaries) obtained the
following services from the company's auditors and its associates:
2025 2024
US$'000 US$'000
(Restated)
Fees payable to auditor for the audit of the Group's and subsidiaries annual 164 82
financial statements
Audit-related assurance services 17 28
Tax compliance services 9 4
190 114
25. Loans payable
2025 2024 (Restated)
Term Current Non-current Current Non-current
US$0'000 US$0'000 US$0'000 US$0'000
Loan 1 5 years - 24 - 41
- 24 - 41
26. Commitments and contingencies
The Group is subject to no material commitments or contingent liabilities.
27. Ultimate controlling parties
The Company is owned by a number of private shareholders and companies, none
of whom own more than 25% of the issued share capital of the Company.
Accordingly, there is no parent entity nor ultimate controlling party by
virtue of shareholding. Bai Guojin (Jack Bai) is considered a person with
significant control (PSC).
The significant shareholders as of 31 March 2025 are the following:
Entities Quantity of Ordinary Shares Percentage of Ordinary Shares
Hargreaves Lansdown (Nominees) Limited 514,242,165 23.76%
Interactive Investor Services Nominees Limited 235,428,722 10.88%
Bai Guojin 224,200,000 10.35%
Securities Services Nominees Limited 205,826,877 9.51%
HSDL Nominees Limited 213,910,022 9.88%
James Brearley Crest Nominees Limited 134,433,082 6.21%
28. Related party transactions
The following is the significant related party transactions entered into by
the Company with related parties on terms agreed between the parties:
2025 2024
US$'000 US$'000
(Restated)
Rendering of services to parent company 260 -
Rendering of services to related parties 22 186
Loan to Director 47 -
329 186
During the period 1 April 2024 to 31 December 2024, transfers totalling
£82,440.90 were made from Angra Limited's corporate account to a director's
personal account. In the absence of supporting documentation, these have been
allocated as follows:
· Director's Loan: £32,976.36 (40%), unsecured, interest at 10%
p.a. (£3,298), repayable by 31 December 2025. The balance is presented under
Other receivables.
· Travel expenses: £49,464.54 (60%), recognised within
administrative expenses.
At the reporting date, the Director's loan of £32,976.36 remains outstanding,
with interest accruing in accordance with the loan terms. The Director has
confirmed agreement to this allocation and repayment terms.
29. Financial Instruments - Fair Value Measurement (IFRS 13)
GSTechnologies Limited (the "Company") applies IFRS 13 Fair Value Measurement
to determine the fair value of its financial instruments. Fair value is
defined as the price that would be received to sell an asset or paid to
transfer a liability in an orderly transaction between market participants at
the measurement date. The Company's financial instruments include
cryptocurrency holdings (primarily Bitcoin) and treasury investments, whose
fair values are measured and disclosed in accordance with IFRS 13, including
the required fair value hierarchy and sensitivity analyses.
Fair Value Hierarchy
The Company categorizes its financial instruments measured at fair value into
three levels based on the inputs used in valuation techniques:
● Level 1: Quoted prices (unadjusted) in active markets for
identical assets or liabilities.
● Level 2: Inputs other than quoted prices included in Level 1 that
are observable for the asset or liability, either directly or indirectly.
● Level 3: Unobservable inputs for the asset or liability.
Financial Instruments by Category
As at the reporting date, the Company's financial instruments measured at fair
value include treasury investments and crypto-related holdings, primarily
Bitcoin.
Financial Instrument Fair Value Hierarchy Level Valuation Technique
Bitcoin Level 1 Fair value based on quoted market prices from active exchanges (e.g.,
Coinbase, Binance)
Treasury Investments Level 1 / Level 2 Quoted market prices or observable market data for fixed income securities
Valuation Techniques and Inputs
● Bitcoin: The fair value of Bitcoin holdings is determined using
quoted prices from active cryptocurrency exchanges. These prices are
considered Level 1 inputs due to their availability and reliability in the
market.
● Treasury Investments: Fair value for treasury securities is
determined by quoted market prices (Level 1) or through observable market data
such as yield curves and credit spreads (Level 2).
Given the inherent volatility of cryptocurrency markets, the Company performs
sensitivity analysis on Bitcoin holdings to assess the potential impact of
market price fluctuations on the financial statements.
● A 10% increase/decrease in the Bitcoin market price at the
reporting date would result in an increase/decrease in the fair value of
Bitcoin holdings by approximately £X million (specific amount to be disclosed
based on actual holdings).
● The Company regularly monitors market conditions and reviews
valuation methodologies to ensure fair value measurements remain appropriate.
The Company's treasury and cryptocurrency holdings expose it to market risk,
including price volatility and liquidity risk. Management actively monitors
these risks and may adjust its investment and hedging strategies accordingly.
The Company's financial instruments are measured and disclosed in accordance
with IFRS 13, with transparent classification within the fair value hierarchy
and detailed sensitivity analyses, ensuring comprehensive risk disclosure
consistent with market best practices and regulatory requirements.
30. 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 2025; 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
Trade and other payables
As of 31 March 2024 (Restated) 2,254 2,254
As of 31 March 2025 38,437 38,437
31. 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 31 March
2025, please see Note 21.
The Group is not subject to any externally imposed capital.
32. Dividends
The Board has concluded that retaining capital within the Company is in the
best interests of both shareholders and other stakeholders. This strategy
enhances GST's financial flexibility, enabling the Company to capitalise on
current and future investment and business development opportunities. In
alignment with its objective of delivering long-term, sustainable value to
shareholders, the Board has resolved not to declare a dividend for the current
financial year. Instead, the focus remains on reinvesting retained earnings to
support capital growth.
33. Subsequent event
· On 25 June 2025, the Group adopted a Bitcoin Treasury Reserve Policy,
allowing a portion of cash reserves to be held in Bitcoin. This strategic
change supports the Group's fintech and digital asset initiatives. As this
decision was made after the reporting period, it is classified as a
non-adjusting event under IAS 10 and does not impact the 31 March 2025
financial statements.
· Subsequent to the reporting date, the Group raised £1.925 million
through a placing and a retail offer of ordinary shares. These proceeds will
be used to support the implementation of the Bitcoin Treasury Policy adopted
in June 2025. As the capital raise occurred after year-end, it is classified
as a non-adjusting event under IAS 10.
· On 18 July 2025, the Group initiated arbitration proceedings against
the former sellers of Semnet Pte Ltd for alleged breaches of non-compete and
employment obligations. If resolved in the Group's favour, this may result in
recovery of profits. As the matter arose after year-end and remains uncertain,
it is classified as a non-adjusting event, and no asset has been recognised in
accordance with IAS 37.
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. END FR EAKNFFDNSEFARecent news on GSTechnologies
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