Interim Results

GSTechnologies Ltd

21 December 2023

 

21 December 2023

GSTechnologies Limited

("GST" or the "Company", or, together with its subsidiaries, the "Group")

Interim Results for the six months ended 30 September 2023

GSTechnologies Limited (LSE: GST), the fintech company, announces the Company's interim results for the six months ended 30 September 2023.

Period Highlights

·    Further significant progress for the Group as it focused on developing a borderless neobanking platform providing next-generation digital money solutions, both organically and through complementary acquisitions

·    Completion of the acquisition of PAYPT, a Canadian company holding a Canadian Money Services Business licence, in August 2023

·    Establishment of Angra Global, following the acquisition of PAYPT, which began onboarding customers from 1 September 2023

·    The soft launch of the Company's GS20 Exchange was successfully completed and a wider roll-out was commenced

·    Company admitted to the UK Financial Conduct Authority ("FCA") Innovation Pathway Programme to assist the progression of its GS Money Stablecoin plans

·    Placing to raise £750,000 in May 2023 at 1.0 pence per share

·    Net loss for the period of US$737,000 (H1 2022: US$1,153,000 loss) as the Company continued to invest in developing its GS Money solutions, both organically and through acquisition

·    As of 30 September 2023, the Company had US$2,198,000 in cash and cash equivalents (30 September 2022: US$3,334,000)

Post Period Highlights

·    On 29 November 2023, the Company entered into an option to purchase agreement to acquire 60% of the share capital of EasySend, an FCA approved Authorised Payment Institution conducting cross-border payment services

·    On 6 December 2023 the Company entered into an agreement to acquire 66.67% of the issued share capital of Semnet, a profitable cybersecurity company based in Singapore, for a total consideration of US$1.8 million, payable through US$0.8 million in cash and US$1.0 million in new shares in the Company

·    Placing to raise £847,000 in November 2023 at 1.1 pence per share

Chairman's Statement

I'm pleased to present on behalf of the board of directors of GST (the "Board") the interim report of the Company for the six months ended 30 September 2023.

The period was again one of significant progress for the Group as it focused 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 Angra Global and GS20 Exchange businesses.

In particular, the period saw the establishment of Angra Global Ltd ("Angra Global") following the completion of the acquisition of the entire issued share capital of PAYPT Finance Ltd ("PAYPT"), a Canadian company holding a Canadian Money Services Business ("MSB") licence.  Completion of the acquisition, and its renaming to Angra Global, followed the receipt of approval from the Financial Transactions and Reports Analysis Centre of Canada ("FINTRAC"), the regulatory authority overseeing financial transactions in Canada, for the change of control.  The MSB licence held by PAYPT encompasses a range of financial activities, including: foreign exchange dealing; cryptoasset dealing; money transfer services; and authorisations for the issuance of debit cards and IBANs.

Angra Global has been combined operationally with the Group's existing UK-based foreign exchange and payment services company, Angra Limited ("Angra"), an FCA approved Authorised Payment Institution ("API"), as part of the Group's strategic intention for the combined Angra entities to be a B2B-focused Neobank.  The Group now offers a multi-currency e-wallet service, initially covering Sterling, Euro, US Dollar, Canadian Dollar, Chinese Yuan Renminbi and US Dollar Tether Token transactions.  Angra Global started onboarding customers for this service from 1 September 2023 and it 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.

Aligned with its overarching strategy, the Group is focused on accelerating Angra's revenue while simultaneously bolstering the Angra team to expand its B2B Neobank operations beyond the UK, serving companies of all sizes worldwide.  As part of this expansion strategy, post period end on 29 November 2023, the Company entered into an option to purchase agreement to acquire 60% of the share capital of EasySend Ltd ("EasySend"), a Northern Ireland incorporated company operating a cross-border payments business.  EasySend is a an FCA approved API, conducting cross-border payment services.

EasySend has a current estimated yearly transaction volume of approximately £120 million, with 35% coming from approximately 40,000 individual customers and 65% from approximately 350 active corporate customers.  We believe the acquisition of a majority stake in EasySend will assist with growing the customer base for the Company's existing GS Money activities, in particular Angra Global, and provide access to additional technology, including EasySend's mobile terminal technology.  It is intended that EasySend's founder and management team will remain with the business and that the 40% minority holding will be retained by EasySend's founder.  Completion of the acquisition of EasySend is conditional, inter alia, on final due diligence, the entering into of definitive sale and purchase documentation and also on GST obtaining approval from the FCA for the change of control of EasySend, a regulated entity.

Post period end on 6 December 2023 we also announced that the Company had entered into an agreement to acquire 66.67% of the issued share capital of Semnet Pte Ltd ("Semnet"), a cybersecurity company based in Singapore, for a total consideration of US$1.8 million, payable through US$0.8 million in cash and US$1.0 million in new shares in the Company.

Semnet is a profitable cybersecurity business that will provide the Company with expertise and licences that the Board believe are a critical component to the advancement of the Company's GS Money and B2B Neobanking operations.  Cybersecurity is of particular importance to the Company's developing global Neobank ecosystem.  With Angra Global having started onboarding customers on 1 September 2023, Semnet's cybersecurity expertise will enable the Company to build a dedicated cybersecurity team to support client onboarding and its operational activities, including the wider provision of white-label software solutions to global money service businesses.  In addition, Semnet will continue to support and grow its client base in other sectors, providing an additional profitable revenue stream for the Group.  Semnet is licensed by the Cyber Security Regulatory Office (CRSO) in Singapore.  Completion of the Semnet acquisition is subject, inter alia, to the agreement of a completion assets statement, which may require adjustment of the consideration upwards or downwards, and no material adverse change having occurred in the Semnet business.  Completion is expected to occur in early February 2024, or earlier as may be agreed between the parties.

Following the acquisition of Glindala (now GS Fintech UAB), a holder of a Crypto Currency Exchange Licence registered in Lithuania, in August 2022, GST soft launched the Company's GS20 cryptoasset exchange in November 2022.  The GS20 Exchange is offering spot trading and over-the-counter trading desk services for popular cryptoassets, although it is not a pure cryptocurrency exchange.  The soft launch has been successfully completed and the development of the GS20 Exchange has progressed in accordance with the Board's expectations, with a wider roll-out now being undertaken.  There has been a progressive build-up of signed-up users, and the Company are greatly encouraged by the market traction the GS20 Exchange is enjoying.  The GS20 Exchange is generating revenue for the Company via trading commissions at varying levels depending on the type and size of transaction undertaken.

As a further key pillar of the stablecoin activities that the Group intends to carry out in strategic jurisdictions, including the UK, the Company applied to the FCA for the Company's stablecoins to be admitted to the FCA Regulatory Sandbox.  In June 2023, the Company was informed by the FCA that they had concluded that the Company's stablecoin application did not currently meet the FCA's strict criteria for admission to the FCA Regulatory Sandbox.  As an alternative the FCA offered the Company a place on their Innovations Pathway programme, an initiative designed to support financial services firms in launching innovative products and services, which the Company was pleased to accept.  Under the FCA Innovation Pathway programme, the Company is being provided with a dedicated FCA case officer and a comprehensive range of support services, designed to assist GST to further develop the appropriate path for the progression of its stablecoin plans.  This may involve a future Regulatory Sandbox application or preparation for regulatory authorisation without the need for supervised testing.  Although the Company initially viewed admission of its stablecoins to the FCA Regulatory Sandbox as an appropriate next step, the Innovations Pathway programme is enabling GST to benefit further from the guidance of the FCA and progress its stablecoin plans.

Board

On 15 June 2023 Chong Loong Fatt Garies, Non-executive Director, resigned from the Board in order to focus on his other business endeavours.  On behalf of the Board I would like to thank Garies for his contribution to GST and we wish him well in his future endeavours.

Funding

In order to accelerate the implementation of the Group's GS Money strategy, including via acquisition, the Company has undertaken fundraising activities as the Board has deemed appropriate to facilitate the maximisation of overall shareholder value.

During the previous year the Company entered into an unsecured convertible loan facility to receive funding of up to US$1.6 million (the "Loan Facility") with an institutional investor.  US$800,000 of the Loan Facility was drawn down.  The Loan Facility was cancelled on 29 March 2023, with the second instalment of US$800,000 undrawn.  On 4 April 2023 the remaining US$285,000 principal amount of the Loan Facility and the associated interest of US$28,500 (10%), was converted into new ordinary shares of no-par value in the capital of the Company ("Ordinary Shares").  Following this conversion no principal amount or associated interest remains outstanding under the Loan Facility.

On 17 May 2023 the Company has raised gross proceeds of £750,000 through a placing of 75,000,000 Ordinary Shares at a price of 1.0 pence per share.

Post period end, on 14 November 2023, the Company raised gross proceeds of £847,000 through a placing of 77,000,000 Ordinary Shares at a price of 1.10 pence per share.

The Board is mindful of dilution for existing shareholders, and the Company will only undertake further fundraising activities if the Board believes additional capital is required to achieve the Company's strategic goals.

Financial performance

Following the completion of the disposal of EMS Wiring Systems in October 2022 the Group's revenue for the period from operations of US$256,000 (H1 2022 US$1,799,000) was purely generated from the Company's GS Money activities, primarily Angra Limited in the UK during the period.  Revenues were limited whilst the GS Money offerings were rolled out and the Board anticipates revenues to grow in the second half of the financial year.

With a strong focus on cost control the Group's net loss for the period reduced to US$737,000 (H1 2022: US$1,153,000 loss) as the Company continued to invest in developing its GS Money solutions, both organically and through acquisition.

The Group had US$2,198,000 in cash and cash equivalents as at 30 September 2023 (30 September 2022: US$3,334,000), with the cash resources bolstered by the net proceeds of the £847,000 (approximately US$1,100,000) equity fund raise undertaken in November 2023.

Summary

Our stated strategy with GS Money is to make cross-border payments quick and affordable to an addressable market of millions of participants by netting and settling trades through a stablecoin-based payments network.  With the formation of Angra Global, the Group has both an FCA approved API and a Canadian MSB licence to enable the Group to conduct fast, secure, and low-cost foreign exchange business and payment services internationally, together with the ability to offer further services.  Additionally, with the GS20 Exchange we have a regulated, operational, trading platform offering spot trading and over-the-counter trading desk services for popular cryptoassets, although it is much more than a pure cryptocurrency exchange, providing the clearing and settlement needs of both retail and institutional customers with high compliance and security standards.

In the second half of the financial year we are looking to grow revenues substantially from these businesses and to complete the two acquisitions that will both add additional customers and capabilities to the Group.

With the Angra Global and GS20 Exchange platforms in place, the FCA stablecoin plans being progressed, and two recently announced complimentary acquisitions to complete, these are exciting times for GST.  We are a focused, 'pure play' fintech group with solid platforms on which build and to continue to role out our GS Money solutions.  We will also continue to explore any further value enhancing acquisition opportunities that may become available and that can assist with accelerating the development of the Group.

I believe there is a very bright future for GST and I look forward to reporting on our further progress in the coming months.

Tone Kay Kim GOH 
Chairman

Enquiries:

The Company

Tone Goh, Executive Chairman

[phone]

Financial Adviser

VSA Capital Limited

[phone]

Simon Barton / Thomas Jackson

Broker

CMC Markets

[phone]

Douglas Crippen

Financial PR & Investor Relations

IFC Advisory Limited

Tim Metcalfe / Graham Herring / Florence Chandler

[phone]

[e-mail]

For more information please see: https://gstechnologies.co.uk/

CONSOLIDATED INTERIM STATEMENT OF COMPREHENSIVE INCOME

For the period 1 April 2023 to 30 September 2023

		6 months ended 30 September
	Notes	2023	2022
		US$'000	US$'000
		(Unaudited)	(Unaudited)
Net operating income
Sales	6	256	1,799
Other income		2	49
		258	1,848
Net operating expense
Continuing Operations	7	(1,029)	(2,915)
Foreign exchange loss		35	(86)
Operating loss		(737)	(1,153)
Income tax expense		-	-
Net loss for the period		(737)	(1,153)
Other comprehensive loss
Movement in foreign exchange reserve		(42)	(521)
Total comprehensive loss for the period		(779)	(1,674)
Net Loss for the year atttributable to:
Equity holders for the parent		(737)	(1,153)
Non-controlling interest		-	-
Total comprehensive loss for the year atttributable to:
Equity holders for the parent		(779)	(1,674)
Non-controlling interest	20	-	-
(Loss)/Earnings per share attributable to members of the Parent
Basic (loss) per share	9	(0.00040)	(0.00074)
Diluted (loss) per share	9	(0.00040)	(0.00074)

CONSOLIDATED INTERIM STATEMENT OF FINANCIAL POSITION

As at 30 September 2023

		6 months ended 30 September
	Notes	2023	2022
		US$'000	US$'000
		(Unaudited)	(Unaudited)
ASSETS
Current assets
Cash and cash equivalents	11	2,198	3,334
Trade and other receivables	12	73	3,038
Other Assets		277	299
Work in progress	15	-	198
Inventories	13	-	16
Total current assets		2,547	6,885
Non-current assets
Property, plant and equipment	14	43	305
Intangible Assets	16	1,996	44
Total non-current assets		2,039	349
TOTAL ASSETS		4,586	7,234
EQUITY
Share Capital	19	9,491	7,795
Treasury Shares		(808)	-
Reserves		(960)	(1,336)
Retained Earnings		(3,338)	(2,126)
Total Equity		4,385	4,333
Equity attributable to owners of the parent		4,385	4,333
Non-controlling equity interest	20	-	-
		4,385	4,333
LIABILITIES
Current liabilities
Trade and other payables	21	201	1,974
Loans payable	22	-	261
Total current liabilities		201	2,235
Non-current liabilities
Lease Liabilities		-	7
Loans payable	22	-	659
Total Non-current liabilities		-	666
Total Liabilities		201	2,901
TOTAL EQUITY & LIABILITIES		4,586	7,234

CONSOLIDATED INTERIM STATEMENT OF CASH FLOWS

For the period 1 April 2023 to 30 September 2023

		6 months ended 30 September
	Notes	2023	2022
		US$'000	US$'000
		(Unaudited)	(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
Loss before taxation from operations		(737)	(1,153)
Adjustments:
Depreciation of property, plant and equipment		9	61
Exchange loss		10	19
Operating loss before working capital changes		(718)	(1,073)
Decrease/(Increase) in inventories		-	-
Decrease/(Increase) in trade and other receivables		(5)	(759)
(Decrease)/Increase in trade and other payables		2,245	979
Net cash flow used in operating activities		(2,968)	(853)
CASH FLOWS FROM INVESTING ACTIVITIES
Write off property, plant and equipment		43	(115)
Decrease in capital work in progress		-	-
Intangible Assets		-	-
Net cash flow from investing activities		43	(115)
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of new shares		1,210	-
Treasury shares		-	-
Principal elements of lease payments		43	-
Decrease in loans payable		338	(281)
Forex reserves		42	(521)
Net cash flow from financing activities		871	(802)
Net increase/(decrease) in cash and cash equivalents		(2,054)	(1,770)
Cash and cash equivalents at beginning of the period		4,252	5,104
Cash and cash equivalents at end of the period	11	2,198	3,334

CONSOLIDATED INTERIM STATEMENT OF CHANGES IN EQUITY

For the period 1 April 2023 to 30 September 2023

	Shareholder Capital	FX Reserve	Retained Earnings	Treasury Shares	Total
2023 CONSOLIDATED	US$'000	US$'000	US$'000	US$'000	US$'000
Balance at 1 April 2023	8,281	(1,002)	(2,601)	(808)	3,870
Comprehensive Income
Loss for the year	-	-	(737)		(737)
Other comprehensive loss for the year	-	42	-		42
Total comprehensive loss for the the period		42	(737)		(695)
Transactions with owners in their
capacity as owners:
Shares issued during the period	1,210	-	-	-	1,210
Balance at 30 September 2023	9,491	(960)	(3,338)	(808)	4,385

Notes to the Financial Statements

Accounting Policies

1.          General Information

1.1.        Corporate information

The consolidated financial statements of GSTechnologies Ltd (the "Company") and its subsidiaries (collectively referred to as "the Group" for the financial period from 1 April 2023 and ended 30 September 2023 were authorised for issue in accordance with a resolution of the Directors on 20 December 2023.

The registered office of GSTechnologies Ltd, the ultimate parent of the Group, is Ritter House, Wickhams Cay II, Road Town, Tortola, BVI VG1110.

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

The consolidated financial statements of the Group have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB) and adopted by the United Kingdom as they apply to the financial statements of the Group for the period 1 April 2023 to 30 September 2023.

The consolidated financial statements have been prepared on a historical cost convention basis, except for certain financial instruments that have been measured at fair value. The consolidated financial statements are presented in US dollars and all values are rounded to the nearest thousand except when otherwise indicated.

2.1        Consolidation

The consolidated financial statements comprise the financial statements of the Group as of 30 September 2023, and for the period then ended.

Subsidiaries are fully consolidated from the date of acquisition, being the date on which the Group obtains control, and continue to be consolidated until the date when such control ceases.

The financial statements of the subsidiaries are prepared for the same reporting period as the GSTechnologies Ltd (parent company), using consistent accounting.

All intra-group balances, transactions, unrealised gains and losses resulting from intra-group transactions and dividends are eliminated in full.

Total comprehensive income within a subsidiary is attributed to the non-controlling interest even if it results in a deficit balance. A change ownership interest of a subsidiary, without a loss of control, is accounted for as an equity transaction.

Business Combinations

Business combinations occur where an acquirer obtains control over one or more businesses.   A business combination is accounted for by applying the acquisition method, unless it is a combination involving entities or businesses under common control. The business combination will be accounted for from the date that control is attained, whereby the fair value of the identifiable assets acquired and liabilities (including contingent liabilities) assumed is recognised (subject to certain limited exceptions).

When measuring the consideration transferred in the business combination, any asset or liability resulting from a contingent consideration arrangement is also included.  Subsequent to initial recognition, contingent consideration classified as equity is not re-measured and its subsequent settlement is accounted for within equity.  Contingent consideration classified as an asset or liability is re-measured in each reporting period to fair value, recognising any change to fair value in profit or loss, unless the change in value can be identified as existing at acquisition date.

All transaction costs incurred in relation to business combinations are expensed to the statement of comprehensive income. The acquisition of a business may result in the recognition of goodwill or a gain from a bargain purchase.

3.         Significant accounting judgements, estimates and assumptions

The preparation of the Group's consolidated financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period.  Estimates and assumptions are continuously evaluated and are based on management's experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. However, actual outcomes would differ from these estimates if different assumptions were used and different conditions existed.

In particular, the Group has identified the following areas where significant judgements, estimates and assumptions are required, and where actual results were to differ, may materially affect the financial position or financial results reported in future periods. Further information on these and how they impact the various accounting policies is in the relevant notes to the consolidated financial statements.

Going concern

This report has been prepared on the going concern basis, which contemplates the continuation of normal business activity and the realisation of assets and the settlement of liabilities in the normal course of business.

At 30 September 2023, the Group held cash reserves of US$2,198,000 (2022: US$3,334,000).

On this basis, the Directors believe that there are sufficient funds to meet the Group's working capital requirements.

The Group recorded a loss of US$ 737,000 for the six months ended 30 September 2023 and had net assets of US$4,385,000 as of 30 September 2023 (2022:  loss of US$1,153,000 and net assets of US$4,333,000).

Subsidiaries Angra Ltd and GS Fintech are expected to contribute profit to the Group.

Accruals

Management has used judgement and prudence when estimating certain accruals for contractor claims. The accruals recognised are based on work performed but are before settlement.

Contingencies

By their nature, contingencies will only be resolved when one or more uncertain future events occur or fail to occur.  The assessment of the existence, and potential quantum, of contingencies inherently involves the exercise of significant judgement and the use of estimates regarding the outcome of future events. Please refer to Note 23 for further details.

The preparation of the Company's financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the disclosure of contingent liabilities at the end of each reporting period. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of the asset or liability affected in the future periods.

Judgements made in applying accounting policies

Management is of the opinion that there are no significant judgements made in applying accounting estimates and policies that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year.

Key sources of estimation uncertainty

The key assumptions concerning the future and other key sources of estimation uncertainty at the end of the reporting period are discussed below. The Company based its assumptions and estimates on parameters available when the financial statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising beyond the control of the Company. Such changes are reflected in the assumptions when they occur.

Provision for expected credit losses (ECL) on trade receivables and contract assets

ECLs are unbiased probability-weighted estimates of credit losses which are determined by evaluating a range of possible outcomes and taking into account past events, current conditions and assessment of future economic conditions.

The Company uses a provision matrix to calculate ECLs for trade receivables and contract assets. The provision rates are based on days past due for groupings of various customer segments that have similar loss patterns. The provision matrix is initially based on the Company's historical observed default rates. The Company will calibrate the matrix to adjust historical credit loss experience with forward-looking information. At every reporting date, historical default rates are updated and changes in the forward- looking estimates are analysed.

The assessment of the correlation between historical observed default rates, forecast economic conditions and ECLs is a significant estimate. The amount of ECLs is sensitive to changes in circumstances and of forecast economic conditions. The Company's historical credit loss experience and forecast of economic conditions may also not be representative of customer's actual default in the future.

The carrying amount of the Company's trade receivables at the end of the reporting period is disclosed in Note 12 to the financial statements.

Revenue recognition

The Company uses the percentage-of-completion method to account for its contract revenue. The stage of completion is measured in accordance with the accounting policy stated in Note 5. Significant assumptions are required in determining the stage of completion, the extent of the contract cost incurred, the estimated total contract cost and the recoverability of the contracts. In making these assumptions, management has relied on past experience and the work of specialists.

Significant judgement is also required to assess allowance made for foreseeable losses, if any, where the contract cost incurred for any job exceeds its contract sum. The carrying amounts of contract balances at the reporting date are disclosed in Note 15 to the financial statements.

Allowance for inventory obsolescence

The Company reviews the ageing analysis of inventories at each reporting date, and makes provision for obsolete and slow moving inventory items identified that are no longer suitable for sale. The net realisable value for such inventories are estimated based on the most reliable evidence available at the reporting date. These estimates take into consideration market demand, competition, selling price and cost directly relating to events occurring after the end of the financial year to the extent that such events confirm conditions existing at the end of the financial year. Possible changes in these estimates could result in revisions to the valuation of inventories. The carrying amounts of the Company's inventories at the reporting date are disclosed in Note 13 to the financial statements.

4.         Adoption of new and amended standards and interpretations

There are several new Accounting standards and interpretations issued by the IASB 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

Property, plant and equipment

Plant and equipment are shown at cost less accumulated depreciation and impairment losses. The initial cost of an asset comprises its purchase price or construction cost, any costs directly attributable to bringing the asset into operation, any incidental cost of purchase, and associated borrowing costs. The purchase price or construction cost is the aggregate amount paid and the fair value of any other consideration given to acquire the asset.  Directly attributable costs include employee benefits, professional fees and costs of testing whether the asset is functioning properly. Capitalised borrowing costs include those that are directly attributable to the construction of 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.

The depreciation rates applied to each type of asset are as follows:

Computer Equipment	3 years
Fixtures and fittings	3 years
Office Equipment	3 years

Subsequent expenditure is capitalised when it is probable that future economic benefits from the use of the asset will be increased. All other subsequent expenditure is recognised as an expense in the period in which it is incurred. Assets that are replaced and have no future economic benefit are derecognised and expensed through profit or loss. Repairs and maintenance which neither materially add to the value of assets nor appreciably prolong their useful lives are charged against income. Gains/ losses on the disposal of fixed assets are credited/charged to income. The gain or loss is the difference between the net disposal proceeds and the carrying amount of the asset.

The asset's residual values, useful lives and methods of depreciation are reviewed at each reporting period and adjusted prospectively if appropriate.

Inventories

Inventories are valued at the lower of cost and net realisable value.

Financial instruments

a.    Financial assets

i.	Classification, initial recognition and measurement
	The Company classifies its financial assets into the following measurement categories: amortised cost; fair value through other comprehensive income (FVOCI); and fair value through profit or loss (FVPL).
	Financial assets are recognised when, and only when the entity becomes party to the contractual provisions of the instruments.
	At initial recognition, the Company measures a financial asset at its fair value plus, in the case of a financial asset not at FVPL, transaction costs that are directly attributable to the acquisition of the financial assets. Transaction costs of financial assets carried at FVPL are expensed in profit or loss.
	Trade receivables are measured at the amount of consideration to which the Company expects to be entitled in exchange for transferring promised goods or services to a customer, excluding amounts collected on behalf of third party, if the trade receivables do not contain a significant financing component at initial recognition.

ii.	Subsequent measurement
	Debt instruments
	Subsequent measurement of debt instruments depends on the Company's business model for managing the asset and the contractual cash flow characteristics of the asset. The Company only has debt instruments at amortised cost.
	Financial assets that are held for the collection of contractual cash flows where those cash flows represent solely payments of principal and interest are measured at amortised cost. Financial assets are measured at amortised cost using the effective interest method, less impairment. Gains and losses are recognised in profit or loss when the assets are derecognised or impaired, and through the amortisation process.
	Debt instruments of the Company comprise cash and cash equivalents and trade and other receivables.
	Equity instruments
	On initial recognition of an investment in equity instrument that is not held for trading, the Company may irrevocably elect to present subsequent changes in fair value in other comprehensive income which will not be reclassified subsequently to profit or loss. Dividends from such investments are to be recognised in profit or loss when the Company's right to receive payments is established. For investments in equity instruments which the Company has not elected to present subsequent changes in fair value in other comprehensive income, changes in fair value are recognised in profit or loss.
iii.	Derecognition
	A financial asset is derecognised where the contractual right to receive cash flows from the asset has expired. On derecognition of a financial asset in its entirety, the difference between the carrying amount and the sum of the consideration received and any cumulative gain or loss that had been recognised in other comprehensive income for debt instruments is recognised in profit or loss.

b.    Financial liabilities

i.	Initial recognition and measurement
	Financial liabilities are recognised when, and only when, the Company becomes a party to the contractual provisions of the financial instrument. The Company determines the classification of its financial liabilities at initial recognition.
	All financial liabilities are recognised initially at fair value plus in the case of financial liabilities not at FVPL, directly attributable transaction costs.
ii.	Subsequent measurement
	After initial recognition, financial liabilities that are not carried at FVPL are subsequently measured at amortised cost using the effective interest method. Gains and losses are recognised in profit or loss when the liabilities are derecognised, and through the amortisation process.
	Financial liabilities measured at amortised cost comprise trade and other payables.
iii.	Derecognition
	A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. On derecognition, the difference between the carrying amounts and the consideration paid is recognised in profit or loss.

Offsetting

Financial assets and liabilities are offset and the net amount presented in the statement of financial position when, and only when, the Company has a legal right to offset the amounts and intends either to settle on a net basis or to realise the asset and settle the liability simultaneously

Cash and cash equivalents

Cash and cash equivalents are measured at fair value, based on the relevant exchange rates at balance sheet date. Cash and cash equivalents comprise cash balances and short-term deposit that are readily convertible to known amount of cash and that are subject to an insignificant risk of changes in their fair value and are used by the Company in the management of its short-term commitments. For the purpose of the consolidated statement of cash flows, cash and cash equivalents consist of cash and cash equivalents as defined above, net of outstanding bank overdrafts.

Impairment

Financial assets

The Company recognises an allowance for expected credit losses (ECLs) for all debt instruments not held at FVPL and contract assets. ECLs are based on the difference between the contractual cash flows due in accordance with the contract and all the cash flows that the Company expects to receive, discounted at an approximation of the original effective interest rate. The expected cash flows will include cash flows from the sale of collateral held or other credit enhancements that are integral to the contractual terms.

ECLs are recognised in two stages. For credit exposures for which there has not been a significant increase in credit risk since initial recognition, ECLs are provided for credit losses that result from default events that are possible within the next 12-months (a 12-month ECL). For those credit exposures for which there has been a significant increase in credit risk since initial recognition, a loss allowance is recognised for credit losses expected over the remaining life of the exposure, irrespective of timing of the default (a lifetime ECL).

For trade receivables and contract assets, the Company applies a simplified approach in calculating ECLs. Therefore, the Company does not track changes in credit risk, but instead recognises a loss allowance based on lifetime ECLs at each reporting date. The Company has established a provision matrix that is based on its historical credit loss experience, adjusted for forward-looking factors specific to the debtors and the economic environment which could affect debtors' ability to pay.

The Company considers a financial asset in default when contractual payments are past due for more than 90 days. However, in certain cases, the Company may also consider a financial asset to be in default when internal or external information indicates that the Company is unlikely to receive the outstanding contractual amounts in full before taking into account any credit enhancements held by the Company. A financial asset is written off when there is no reasonable expectation of recovering the contractual cash flows.

Non-financial assets

The carrying amounts of the Company's non-financial assets, other than inventories, are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, then the asset's recoverable amount is estimated. An impairment loss is recognised if the carrying amount of an asset or its related cash-generating unit (CGU) exceeds its estimated recoverable amount.

The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less costs to sell. For the purpose of impairment testing, the recoverable amount is determined on an individual asset basis unless the asset does not generate cash inflows that are largely independent of those from other assets. If this is the case, the recoverable amount is determined for the CGU to which the asset belongs. If the recoverable amount of the asset (or CGU) is estimated to be less than its carrying amount, the carrying amount of the asset (or CGU) is reduced to its recoverable amount.

The difference between the carrying amount and recoverable amount is recognised as an impairment loss in profit or loss.

An impairment loss for an asset other than goodwill is reversed only if, there has been a change in the estimates used to determine the asset's recoverable amount since the last impairment loss was recognised. The carrying amount of this asset is increased to its revised recoverable amount, provided that this amount does not exceed the carrying amount that would have been determined (net of any accumulated amortisation or depreciation) had no impairment loss been recognised for the asset in prior years.

A reversal of impairment loss for an asset other than goodwill is recognised in profit or loss

Trade and other payables

Trade and other payables are non-derivative financial liabilities that are not quoted in an active market. It represents liabilities for goods and services provided to the Group prior to the year end and which are unpaid.  These amounts are unsecured and have 7-30 day payment terms.  Trade and other payables are presented as current liabilities unless payment is not during within 12 months from the reporting date. They are recognised initially at their fair value and subsequently measured at amortised cost using the effective interest method.

Interest-bearing loans and borrowings

Interest-bearing loans and borrowings are recognised initially at fair value, net of transaction costs incurred.  Borrowings are subsequently carried at amortised cost using the effective interest (EIR) method. The fair value implies the rate of return on the debt component of the facility. This rate of return reflects the significant risks attaching to the facility from the lenders' perspective.

Determination of Fair Values

A number of the Company's accounting policies and disclosures require the determination of fair value, for both financial and non-financial assets and liabilities. Fair values have been determined for measurement and/or disclosure purposes based on the following methods. When applicable, further information about the assumptions made in determining fair values is disclosed in the notes specific to that asset or liability.

Trade and other receivables

The fair values of trade and other receivables are estimated as the present value of future cash flows, discounted at the market rate of interest at the measurement date. Current receivables with no stated interest rate are measured at the original invoice amount if the effect of discounting is immaterial. Fair value is determined at initial recognition and, for disclosure purposes, at each annual reporting date.

Non-derivative financial liabilities

Non-derivative financial liabilities are measured at fair value at initial recognition and for disclosure purposes, at each annual reporting date. Fair value is calculated based on the present value of future principal and interest cash flows, discounted at the market rate of interest at the measurement date.

Other financial assets and liabilities

The carrying amount of financial assets and liabilities with a maturity of less than one year is assumed to approximate their fair values.

Provisions

Provisions are measured at the present value of management's best estimate of the expenditure required to settle the present obligation at the end of the reporting period.  The discount rate used to determine the present value is a pre-tax amount that reflects current market assessments of the time value of money, and the risks specific to the liability.  The increase in the provision due to the passage of time is recognised as interest expense.

Finance income

Interest income is made up of interest received on cash and cash equivalents.

Deferred taxation

Deferred income tax is provided using the balance sheet method on temporary differences at the reporting date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes.

Deferred income tax liabilities are recognised for all taxable temporary differences.

Deferred income tax assets are recognised for all deductible temporary differences, carry forward of unused tax credits and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses, can be utilised, except:

In respect of deductible temporary differences associated with investments in subsidiaries, deferred income tax assets are recognised only to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be available against which the temporary differences can be utilised.

The carrying amount of deferred income tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilised. Unrecognised deferred income tax assets are reassessed at the end of each reporting period and are recognised to the extent that it has become probable that future taxable profit will be available to allow the deferred tax asset to be recovered.

Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period.

Deferred income tax assets and deferred income tax liabilities are offset if a legally enforceable right exists to set off current tax assets against current income tax liabilities and the deferred income taxes relate to the same taxable entity and the same taxation authority.

Foreign currencies

i)    Functional and presentation currency

The consolidated financial statements are presented in US dollars, which is the Group's presentation currency.

ii)   Transaction and Balances

Transactions in foreign currencies are initially recorded in the functional currency at the respective functional currency rates prevailing at the date of the transaction.  Monetary assets and liabilities denominated in foreign currencies are retranslated at the spot rate of exchange ruling at the reporting 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)  Group Companies

The results and financial position of foreign operations (none of which has the currency of a hyperinflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows:

·	Assets and liabilities for each statement of financial position presented as translated at the closing rate at the date of the statement of financial position.
·	Income and expenses for each income statement and statement of profit or loss and other comprehensive income are translated at average exchange rates (unless this is not a reasonable approximation of the cumulative effect of the rates prevailing on the transactions dates, in which case income and expenses are translated at the dates of the transactions), and
·	All resulting exchange differences are recognised in other comprehensive income

Revenue Recognition

Revenue is measured based on the consideration to which the Company expects to be entitled in exchange for transferring promised goods or services to a customer, excluding amounts collected on behalf of third parties.

Revenue is recognised when the Company satisfies a performance obligation by transferring a promised good or service to the customer, which is when the customer obtains control of the good or service. A performance obligation may be satisfied at a point in time or over time. The amount of revenue recognised is the amount allocated to the satisfied performance obligation.

Rendering of services

Revenue from rendering of services is recognised as performance obligations are satisfied. Payments are due from customers based on the agreed billing milestone stipulated in the contracts or based on the amounts certified by the customers.

Where performance obligations are satisfied over time as work progresses, revenue is recognised progressively based on the percentage of completion method. The stage of completion is assessed by reference to the cost incurred relative to total estimated costs (input method). The related costs are recognised in profit or loss when they are incurred, unless they relate to future performance obligations.

If the value of services rendered for the contract exceeds payments received from the customer, a contract asset is recognised and presented separately on the balance sheet. The contract assets are transferred to receivables when the entitlement to payment becomes unconditional. If the amounts invoiced to the customer exceeds the value of services rendered, a contract liability is recognised and separately presented in the statement of financial position.

Interest Income

Interest income is recognised using the effective interest method. When a receivable is impaired, the Group reduces the carrying amount to its recoverable amount, being the estimated future cash flow discounted at the original effective interest rate of the instrument, and continues unwinding the discount as interest income.

Contract assets and liabilities

Contract assets primarily relate to the Company's rights to consideration for work completed but not billed at the reporting date on project work. Contract assets are transferred to trade receivables when the rights become unconditional. This usually occurs when the Company invoices the customer.

Contract liabilities primarily relate to advance consideration received from customers and progress billings issued in excess of the Company's rights to the consideration.

6.    Revenue

        6 months ended 30 September

		2023		2022
		US$'000		US$'000
		(Unaudited)		(Unaudited)
Rendering of services (EMS Singapore)		-		1,526
Transfer Fees and Charges		256		273
		256		1,799

Transaction fees and charges are from Angra Ltd and GS Fintech UAB with transaction volume of US$79.40 million and US$21.70 million respectively.

7.         Net Operating Expenses

		6 months ended 30 September
		2023		2022
		US$'000		US$'000
		(Unaudited)		(Unaudited)
Continuing Operations
Costs of goods sold		148		516
Employee Cost		402		1,650
Travel Expenses		22		6
Admin Expense		349		393
Lease Expenses		31		38
Distribution, Advertising and promotion		14		12
Office Expenses		39		46
Depreciation of property plant and equipment		9		81
Doubtful accounts		-		156
Interest on lease expenses		-		2
Occupancy costs		10		15
Finance costs		6		20
		1,029		2,915

8(a)          Key Management Personnel

	6 months ended 30 September
	2023	2022
	US$'000	US$'000
	(Unaudited)	(Unaudited)
Directors' emoluments	183	301

8(b)          Employee costs

		6 months ended 30 September
		2023	2022
		US$'000	US$'000
		(Unaudited)	(Unaudited)
Wages and salaries		141	207
Wages and salaries - Cost of sales		-	836
Other employee costs		79	306
Total		220	1,349

9.          Earnings per share

	6 months ended 30 September
	2023	2022
	US$'000	US$'000
	(Unaudited)	(Unaudited)
Loss for the period attributable to members of the parent	(737)	(1,153)
Basic loss per share is calculated by dividing the loss attributable to owners of the Parent by the weighted average number of ordinary
share in issue during the period.
Basic weighted average number of ordinary shares in issue	1,824,745,771	1,548,558,192
Basic loss per share-cents	(0.00040)	(0.00074)
Diluted loss per share-cents	(0.00040)	(0.00074)

10.         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.

11.          Cash and Cash Equivalents

		6 months ended 30 September
		2023		2022
		US$'000		US$'000
		(Unaudited)		(Unaudited)
Cash at Bank		2,198		3,334

12.          Trade and Other Receivables

		6 months ended 30 September
		2023	2022
		US$'000	US$'000
		(Unaudited)	(Unaudited)
Trade Receivables		-	1,258
Prepayments		58	1,431
Other Receivables		15	349
		73	3,038

13.          Inventories

		6 months ended 30 September
		2023		2022
		US$'000		US$'000
		(Unaudited)		(Unaudited)
Inventories		-		16

Following the disposal of EMS Wiring Systems Pte Ltd, no inventory left to be reported at the end of the   reporting period.

14.        Property, Plant and Equipment

	Right-of-Use Assets	Building and improvts	Furniture & Office Equipment	Vehicle	Total
	US$'000	US$'000	US$'000	US$'000	US$'000
Cost
As at 31 March 2023	126	7	86	-	219
Additions / Transfer in
Disposal / Write Off	(126)	(7)	-		(133)
Adjustments
As at 30 September 2023	126	7	86	-	86
Accumulated depreciation
As at 31 March 20223	83	7	34	-	124
Charge for the year			9		9
Disposal / Write Off	(83)	(7)			(90)
Adjustments
As at 30 September 2023	-	-	43	-	43
Net book value
As at 31 March 2023	43	-	52	-	95
As at 30 September 2023	-	-	43	-	43

15.        Work in Progress

		6 months ended 30 September
		2023		2022
		US$'000		US$'000
		(Unaudited)		(Unaudited)
Contract assets		-		198

Contract assets primarily relate to the Company's right to consideration for work completed but not billed at the reporting date. If the value of services rendered exceeds payments received from the customer, a contract assets is recognised and presented separately. The contract assets is transferred to receivables when the entitlement to payment becomes unconditional.

16.        Intangible Assets

Intangible Assets	Trademark	Goodwill	Digital   Asset	Software & Licenses	Total
	US$'000	US$'000	US$'000	US$'000	US$'000
As at 31 March 2023	6	38	347	1,605	1,996
Additions	-		-	-	-
Impairment	-		-	-	-
As at 31 March 2023	6	38	347	1,605	1,996
Additions	-
Impairment	-
As at 30 September 2023	6	38	347	1,605	1,996

No impairment is recognized for the period.

17.        Subsidiaries

Details of the Company's subsidiaries as of 30 September 2023 are as follows:

Name of Subsidiary	Place of Incorporation	Proportion of Ownership Interest	Proportion of Voting Power
Golden Saint Technologies (Australia) Pty Ltd	Australia	100	100
GS Fintech Ltd GS Fintech Pte Ltd	UK Singapore	100 100	100 100
Angra Limited	UK	100	100
UAB Glindala	Lithuania	100	100
Paypt Finance Ltd	Canada	100	100

18.        Taxation

Unrecognised tax losses

Where the realisation of deferred tax assets is dependent on future taxable profits, losses carried forward are recognised only to the extent that business forecasts predict that such profits will be available to the companies in which losses arose.

The parent, GSTechnologies Ltd, is not liable to corporation tax in BVI, so it has no provision for deferred tax. However, Golden Saint Technologies (Australia) Pty Ltd is liable to tax in Australia, EMS Wiirng Systems Pte Ltd and GS Fintech Pte Ltd is liable for tax in Singapore while Angra Limited and GS Fintech Ltd is liable in UK.

19.        Share Capital and Reserves

The share capital of the Company is denominated in UK Pounds Sterling. Each allotment during the period was then translated into the Group's functional currency, US Dollars at the spot rate on the date of issue.

Authorised	Number of Shares	US$'000
Ordinary Shares
As at 31 March 2023	1,682,032,370	8,281
Issues during the period
1 Apr 2023 - 30 Sep 2023	156,189,907	1,210
As at 30 September 2023	1,838,222,227	9,491
Treasury Shares as at 30 September 2023	(60,000,000)	(808)

20.          Non-Controlling Equity Interest

All entities within the group are currently 100% owned and accordingly a non-controlling interest does not arise.

21.        Trade and Other Payables

		6 months ended 30 September
		2023		2022
		US$'000		US$'000
		(Unaudited)		(Unaudited)
Trade Payables		155		1,034
Accruals		20		555
Unearned revenue		-		284
Other Payables		22		35
Income tax provision		4		-
Lease liabilities		-		66
		201		1,974

Trade payables are non-interest bearing and are normally settled on 60-day terms.

22.        Loans Payable

		30-Sep-23			30-Sep-22
	Term	Current	Non-current		Current	Non-current
		US$'000	US$'000		US$'000	US$'000
		(Unaudited)	(Unaudited)		(Unaudited)	(Unaudited)
Loan 1	5 years	-	-		176	616
Loan 2	3 years	-	-		85	43
		-	-		261	659

23.        Commitments and Contingencies

The Group is subject to no material commitments or contingent liabilities.

24.        Subsequent Events

On 29 November 2023 the Company has entered into an option to purchase agreement to acquire 60% of the share capital of EasySend Ltd, a Northern Ireland incorporated company operating a cross-border payments business.  Completion of the acquisition of EasySend is conditional, inter alia, on final due diligence, the entering into of definitive sale and purchase documentation and also on GST obtaining approval from the FCA for the change of control of EasySend, a regulated entity.

On 6 December 2023 the Company entered into an agreement to acquire 66.67% of the issued share capital of Semnet Pte Ltd, a cybersecurity company based in Singapore, for a total consideration of US$1.8 million, payable through US$0.8 million in cash and US$1.0 million in new shares in the Company. Completion of the Semnet acquisition is subject, inter alia, to the agreement of a completion assets statement, which may require adjustment of the consideration upwards or downwards, and no material adverse change having occurred in the Semnet business.

25.        Financial risk management objectives and policies

The Group's activities expose it to a variety of financial risks. The Group's Board provides certain specific guidance in managing such risks, particularly as relates to credit and liquidity risk. Any form of borrowings requires approval from the Board and the Group does not currently use any derivative financial instruments to manage its financial risks. The key financial risks and the Group's major exposures are as follows:

Credit risk

The maximum exposure to credit risk is represented by the carrying amount of the financial assets. In relation to cash and cash equivalents, the Group limits its credit risk with regards to bank deposits by only dealing with reputable banks. In relation to sales receivables, the Group's credit risk is managed by credit checks for credit customers and approval of letters of credit by the Group's advising bank.

Foreign Currency Risk

Currency risk is the risk that the value of a financial instrument will fluctuate due to changes in foreign exchange rates. The company is exposed to currency risk on sales and purchases, that are denominated in foreign currencies.

26.        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.

27.        Capital management

Capital includes equity attributable to the equity holders of the parent. Refer to the statement of changes in equity for quantitative information regarding equity.

The Group's primary objectives when managing capital are to safeguard its ability to continue as a going concern in order to provide returns for shareholders. For details of the capital managed by the Group as of 30 September 2023, please see Note 19.

The Group is not subject to any externally imposed capital.

 

END