1.    General Information      

 

1.1  Corporate information

 

The consolidated financial statements of GSTechnologies Ltd (the "Company") and its subsidiaries (collectively referred to as the "Group") for the financial year ended 31 March 2023 were authorised for issue in accordance with a resolution of the Directors on 31 July 2023. The shares of the Company are publicly traded on London Stock Exchange.

 

The registered office of GSTechnologies Ltd, the ultimate parent of the Group, is Ritter House, Wickhams Cay II, Tortola VG1110, British Virgin Islands.

 

The principal activity of the Group is data infrastructure, storage and technology services.

 

2.    Basis of preparation

 

The consolidated financial statements of the Group have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB) as adopted by the European Union (EU) as they apply to the financial statements of the Group for the year ended 31 March 2023.

 

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

 

2.1  Consolidation

 

The consolidated financial statements comprise the financial statements of the Group as at 31 March 2023, and for the year then ended.

 

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

 

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

 

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

 

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

 

Business Combinations

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

 

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

 

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

 

3.    Significant accounting judgements, estimates and assumptions

 

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

 

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

 

Going concern

 

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

 

At 31 March 2023, the Group held cash reserves of US$4,252,000 (2022: US$5,104,000).

 

The Directors believe that there are sufficient funds to meet the Group's working capital requirements.

 

The Group recorded a loss of US$1.63 million for the year ended 31 March 2023 and had net assets of US$3.87 million as at 31 March 2023 (2022: loss of US$1.43 million and net assets of US$6.01 million).

 

With the disposal of the unprofitable subsidiary EMS, the continuing subsidiaries will be Angra Ltd and GS Fintech subsidiaries which are expected to contribute profit to the Group.  

 

Accruals

 

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

 

Contingencies

 

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

 

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

 

Judgements made in applying accounting policies

 

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

 

Key sources of estimation uncertainty

 

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

 

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

 

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

 

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

 

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

 

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

 

Allowance for inventory obsolescence

 

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

 

4.    Adoption of new and amended standards and interpretations

 

The Group adopted all of the new and revised Standards and Interpretations issued by the IASB that are relevant to its operations and effective for annual reporting periods beginning on or after 1 April 2021. It has been determined by the Group, there is no impact, material or otherwise, of the new and revised standards and interpretations on its business and therefore no change is necessary to Group accounting policies.

 

Any new or amended Accounting Standards or Interpretations that are not yet mandatory have not been early adopted.

 

5.    Summary of significant accounting policies

 

Plant and equipment

 

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

 

Property, plant and equipment relate to plant, machinery, fixtures and fittings and are shown at historical cost less accumulated depreciation and impairment losses. Depreciation of property, plant and equipment are computed on a straight line basis over the estimated useful life of the assets. 

 

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

Plant and machinery    2 to 10 years

Motor Vehicles                        2 to 10 years

Fixtures and fittings     3 years

Lease Improvements    5 years

 

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

 

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

 

Inventories

 

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

 

Financial instruments

 

(a)    Financial assets

 

(i) Classification, initial recognition and measurement

 

The Company classifies its financial assets into the following measurement categories:

amortised cost; fair value through other comprehensive income (FVOCI); and fair value through profit or loss (FVPL).

Financial assets are recognised when, and only when the entity becomes party to the contractual provisions of the instruments.

 

At initial recognition, the Company measures a financial asset at its fair value plus, in the case of a financial asset not at FVPL, transaction costs that are directly attributable to the acquisition of the financial assets. Transaction costs of financial assets carried at FVPL are expensed in profit or loss.

 

Trade receivables are measured at the amount of consideration to which the Company expects to be entitled in exchange for transferring promised goods or services to a customer, excluding amounts collected on behalf of third party, if the trade receivables do not contain a significant financing component at initial recognition.

 

(ii) Subsequent measurement

 

Debt instruments

 

Subsequent measurement of debt instruments depends on the Company's business model for managing the asset and the contractual cash flow characteristics of the asset. The Company only has debt instruments at amortised cost.

 

Financial assets that are held for the collection of contractual cash flows where those cash flows represent solely payments of principal and interest are measured at amortised cost. Financial assets are measured at amortised cost using the effective interest method, less impairment. Gains and losses are recognised in profit or loss when the assets are derecognised or impaired, and through the amortisation process.

 

Debt instruments of the Company comprise cash and cash equivalents and trade and other receivables.

 

Equity instruments

 

On initial recognition of an investment in equity instrument that is not held for trading, the Company may irrevocably elect to present subsequent changes in fair value in other comprehensive income which will not be reclassified subsequently to profit or loss. Dividends from such investments are to be recognised in profit or loss when the Company's right to receive payments is established. For investments in equity instruments which the Company has not elected to present subsequent changes in fair value in other comprehensive income, changes in fair value are recognised in profit or loss.

 

(iii)Derecognition

 

A financial asset is derecognised where the contractual right to receive cash flows from the asset has expired. On derecognition of a financial asset in its entirety, the difference between the carrying amount and the sum of the consideration received and any cumulative gain or loss that had been recognised in other comprehensive income for debt instruments is recognised in profit or loss.

 

(b)    Financial liabilities

 

(i)         Initial recognition and measurement

 

Financial liabilities are recognised when, and only when, the Company becomes a party to the contractual provisions of the financial instrument. The Company determines the classification of its financial liabilities at initial recognition.

 

All financial liabilities are recognised initially at fair value plus in the case of financial liabilities not at FVPL, directly attributable transaction costs.

 

(ii)        Subsequent measurement

 

After initial recognition, financial liabilities that are not carried at FVPL are subsequently measured at amortised cost using the effective interest method. Gains and losses are recognised in profit or loss when the liabilities are derecognised, and through the amortisation process.

 

Financial liabilities measured at amortised cost comprise trade and other payables.

 

(iii)       Derecognition

 

A financial liability is derecognised when the obligation under the liability is discharged or

cancelled or expires. On derecognition, the difference between the carrying amounts and the consideration paid is recognised in profit or loss.

 

Offsetting

 

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

 

Cash and cash equivalents

 

Cash and cash equivalents comprise cash balances and short-term deposits that are readily convertible to known amount of cash and that are subject to an insignificant risk of changes in their fair value, and are used by the Company in the management of its short-term commitments. For the purpose of the statement of cash flows, pledged deposits are excluded whilst bank overdrafts that are repayable on demand and that form an integral part of the Company's cash management are included in cash and cash equivalents.

 

Intangible Assets

 

Digital Assets

 

The company's digital assets is accounted using the revaluation model. It is initially recognized at cost at acquisition date. Subsequent to initial recognition, the Company revalues its at fair value less any accumulated amortization and impairment. Movements above costs are recognized in other comprehensive income and movements below costs are recognized in profit and loss.

 

Software

 

Software is initially capitalized at cost in preparing the asset for its intended use. Direct expenditure which enhances or extends the performance is added to the original cost. The amortization of the software will only commence when it is brought into actual use.

 

Impairment

 

Financial Assets

 

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

 

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

 

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

 

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

 

Non-financial assets

 

The carrying amounts of the Company's non-financial assets, other than inventories, are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, then

the asset's recoverable amount is estimated. An impairment loss is recognised if the carrying amount of an asset or its related cash-generating unit (CGU) exceeds its estimated recoverable amount.

 

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

 

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

 

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

 

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

 

Trade and other payables

 

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

 

Interest-bearing loans and borrowings

 

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

 

Determination of Fair Values

 

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

 

Trade and other receivables

 

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

 

Non-derivative financial liabilities

 

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

 

Other financial assets and liabilities

 

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

 

Provisions

 

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

 

Finance income

 

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

 

Income tax

 

Tax expense comprises current and deferred tax. Current tax and deferred tax is recognised in profit or loss except to the extent that it relates to a business combination, or items recognised directly in equity or in other comprehensive income.

 

Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years.

 

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

 

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

 

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

 

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

 

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

 

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

 

Foreign currencies

 

i)     Functional and presentation currency

 

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

 

ii)    Transaction and Balances

 

Transactions in foreign currencies are initially recorded in the functional currency at the respective functional currency rates prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated at the spot rate of exchange ruling at the reporting date. All differences are taken to the profit or loss, should specific criteria be met.

 

Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rate as at the date of the initial transaction. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined.

 

iii)   Group Companies

 

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

 

• Assets and liabilities for each statement of financial position presented as translated at the closing rate at the date of the statement of financial position.

• Income and expenses for each income statement and statement of profit or loss and other comprehensive income are translated at average exchange rates (unless this is not a reasonable approximation of the cumulative effect of the rates prevailing on the transactions dates, in which case income and expenses are translated at the dates of the transactions), and

• All resulting exchange differences are recognised in other comprehensive income

 

Revenue Recognition

 

The Group's revenue is primarily derived from consideration paid by customers to transfer money internationally. The Group recognises revenue when performance obligations are satisfied, meaning when the funds are received by the recipients

 

A customer enters into the contract with the Group at the time of initiating a transfer by formally accepting the contractual terms and conditions with the details of the performance obligations and service fees on the Group's website.

 

The transaction price is comprised of the money transfer service fee and a foreign exchange margin. The foreign exchange margin results from the difference between the exchange rate set by the entity to the customer and the rate sourced in the market. Both the transaction fee and foreign exchange rate are agreed by the customer in the Group's terms and conditions. The transaction price is readily determinable at the time the transaction is settled. Due to the short-term nature of the Group's services, there were no contract assets and immaterial contract liabilities relating to customers.

 

 Interest Income

 

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

 

Contract assets and liabilities

 

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

 

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

 

6.    Revenue

		2023		2022
		US$'000		US$'000
Transfer Fees and Charges		442		45
		442		45

 

Transaction fees and charges are from Angra Ltd and GS Fintech UAB with transaction volume of US$132.87 million and US$20.60 million respectively. GS Fintech UAB has been operational since 1 February 2023.

 

7.    Net Operating Expenses

 

	GST Before EMS Adj				EMS				GST Continuing Operations
	2023		2022		2023		2022		2023		2022
	US'000		US'000		US'000		US'000		US'000		US'000
Costs of goods sold	740		2,012		717		2,012		23		0
Employee Cost	1,828		2,538		1,276		2,191		552		347
Travel Expenses	24		5		6		5		18		0
Admin Expense	874		594		111		239		763		355
Lease Expenses	47		24		36		17		11		7
Distribution, Advertising	19		32		9		60		10		-               28
General Expenses	106		66		19		45		87		21
Depreciation	116		162		29		139		87		23
Doubtful accounts	-		71		306		71		(306)		0
Interest on leases	7		3		-		-		7		3
Occupancy costs	93		64		9		20		84		44
Impairment of Digital asset	230		-		-		-		230		-
Finance costs	154		332		93		187		61		145
	4,238		5,903		2,611		4,985		1,627		918

 

8.         Discontinued operations

 

In September 2022, the Group sold one of its subsidiary, EMS Wiring Systems Pte Ltd which management deemed as its non-core business to place greater focus on the Group's key competencies in developing the "GS Fintech" subsidiaries in the UK and Singapore. The segment was not previously presented as a discontinued operation or classified as held for sale as at 31 March 2022. Thus, the comparative statement of profit or loss has been re-presented to show the discontinued operation separately from continuing operations. Details of the assets and liabilties disposed of, and the calculation of the profit or loss on disposal, are disclosed in Note 9. The results of the discontinued operation, which have been included in the profit for the year, were as follows:

		Apr2022-Sep2022		Apr2021 - Mar2022
		US$'000		US$'000
Revenue		1,826		4,193
Cost of sales		(1,554)		(3,595)
Other income		49		235
Distribution Cost		(46)		(70)
Administrative expenses		(997)		(1,321)
Other Operating Expenses		(15)		-
Profit before tax		(736)		(558)
Income tax		-		-
Profit after tax from discontinued operation		(736)		(558)
Gain on disposal of discontinued operation (Note 9)		338		-
Income tax		-		-
Loss for the year from discontinued operation (attributable to owners of the company)		(398)		(558)

 

9.         Disposal of subsidiary

 

The net assets of EMS Wiring Systems Pte Ltd as at date of disposal were as follows:

 

Current Assets
Cash			662
Trade and Other Receivables			1223
Inventories			178
Prepayment			16
Total current asset			2079
Non-current assets
Property, plant and equipment			301
Current liabilities
Trade and other payables			615
Lease Liabilities			42
Loans payable			393
Total current liabilities			1050
Non-current liabilities
Lease Liabilities			74
Loans payable			527
Total non-current liabilities			601
Net assets disposed off			729
Consideration received
GST shares			808
Forfeited debt			259
Total consideration received			1,067
Gain on disposal
Consideration received			1,067
Net assets derecognised			729
Gain on disposal of subsidiary			338

 

The gain on disposal is included in the profit for the year from discontinued operation in Note 8.

 

10. Key management personnel

 

	2023		2022
	US$'000		US$'000
Directors' emoluments	442		391

 

 

11. Employee cost

 

	2023		2022
	US$'000		US$'000
Wages and salaries	829		749
Wages and salaries - Cost of sales	836		1,583
Staff welfare and other employee costs	163		206
Total	1,828		2,538

 

The average number of employees of the Group are 48 and 76 for 2023 and 2022 respectively.

 

12. Earnings per share

 

	2023			2022
	US$'000			US$'000
Loss for the period attributable to members	(1,628)			(1,430)
Basic earnings per share is calculated by dividing the profit attributable to owners of the Parent by the weighted average number of ordinary share in issue during the year.
Basic weighted average number of ordinary shares in issue	1,563,152,455			1,354,950,456
Basic loss per share-cents	(0.00104)			(0.00106)
Diluted loss per share-cents	(0.00104)			(0.00106)

 

 

13. Segment Reporting

 

The consolidated entity's operating segments have been determined with reference to the monthly management accounts used by the chief operating decision maker to make decisions regarding the consolidated entity's operations and allocation of working capital.

 

Due to the size and nature of the consolidated entity, the Board as a whole has been determined as the chief operating decision maker.

 

The consolidated entity operates in one business segment, being information data technology and infrastructure.

 

The revenues and results are those of the consolidated entity as a whole and are set out in the statement of profit and loss and other comprehensive income. The segment assets and liabilities of this segment are those of the consolidated entity and are set out in the Statement of Financial Position.

 

14. Cash and cash equivalents

 

	2023		2022
	US$'000		US$'000
Cash at bank	4,252		5,104

 

15. Trade and Other Receivables

 

		2023		2022
		US$'000		US$'000
Trade receivables		19		814
Less: Allowance for expected credit loss		-		(71)
		19		743
Advances to supplier		-		1,287
Due from related party		-		258
Other receivables		59		157
		78		2,445

 

16. Inventories

 

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

 

 

 

	2023		2022
	US$'000		US$'000
Inventories	-		329
Less: Allowance for inventory obsolescence	-		(313)
	-		16

 

The movement in the allowance for inventory obsolescence is as follows:

 

	2023		2022
	US$'000		US$'000
Balance at beginning of year	313		316
Additional allowance for inventory obsolescence	-		(3)
Disposal of subsidiary	(313)		-
Balance at end of year	-		313

 

17. Property, plant and equipment

 

 

	Right-of-Use Assets		Building and improvts		Furniture & Office Equipment		Vehicle		Total
	US$'000		US$'000		US$'000		US$'000		US$'000
Cost
As at 31 March 2021	303		53		529		140		1025
Additions / Transfer in	103		-		56		-		159
Disposal / Write-off	-		-		-		-		-
Forex translation	(3)		(1)		(4)		(1)		(9)
As at 31 March 2022	403		52		581		139		1,175
Additions / Transfer in	-		106		12		-		118
Disposal / Write-off	(264)		(148)		(474)		(131)		(1,017)
Forex translation	(13)		(3)		(33)		(8)		(57)
As at 31 March 2023	126		7		86		-		219

 

 

Accumulated depreciation
As at 31 March 2021	178		50		448		74		750
Charge for the year	119		3		30		10		162
Disposal/Write-off	-		-		-		-		-
Forex translation	(1)		(1)		(4)		(1)		(7)
As at 31 March 2022	296		52		474		83		905
Charge for the year	82		11		18		5		116
Disposal/Write-off	(279)		(53)		(430)		(84)		(846)
Forex translation	(16)		(3)		(28)		(4)		(51)
As at 31 March 2023	83		7		34		0		124
Net book value
As at 31 March 2022	107		-		107		56		270
As at 31 March 2023	43		-		52		-		95

 

Lease liabilities recognized in the balance sheet

The balance sheet shows the following amounts relating to lease liabilities

 

 

	2023		2022
	US$'000		US$'000
Current	43		66
Non-current	-		42
	43		108

 

Amounts recognized in the statement of profit or loss

The statement of profit or loss shows the following amounts relating to leases:

 

 

	2023		2022
	US$'000		US$'000
Depreciation	82		126
Interest expense	5		3
	87		129

 

18. Work in progress

	2023		2022
	US$'000		US$'000
Contract assets	-		32

 

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

 

The contract liabilities primarily relate to advance consideration received from customers for contract revenue. If the amounts invoiced to the customer exceeds the value of services rendered, a contract liability is recognised and presented separately.

 

The changes in contract balances are due to the differences between the agreed payment schedule and progress of project work.

 

No contract assets at the end of the year due to disposal of subsidiary, EMS Wiring Systems Pte Ltd.

 

19.       Intangible Assets

 

Intangible Assets	Trademark		Goodwill		Digital   Asset		Software		Total
	US$'000		US$'000		US$'000		US$'000		US$'000
As at 31 March 2021	6		-		-		-		6
Additions	-		38		-		-		38
Impairment	-		-		-		-		-
As at 31 March 2022	6		38		-		-		44
Additions	-		-		577		1,605		2,182
Impairment	-		-		(230)		-		(230)
As at 31 March 2023	6		38		347		1,605		1,996

 

Impairment is recognized this year for the 100,000,000 COAL tokens on hand.

 

20.       Subsidiaries

 

Details of the Company's subsidiaries at financial year end are as follows:

 

Name of Subsidiary	Place of Incorporation	Proportion of Ownership Interest 2023                      2022
EMS Wiring Systems Pte Ltd	Singapore	-	100
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
GS Fintech UAB	Lithuania	100	-

 

21.       Taxation

 

Unrecognised tax losses

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

 

The parent, GSTechnologies Ltd, is not liable to corporation tax in BVI, so it has no provision for deferred tax. However, the subsidiaries are liable to tax to the respective countries they are tax resident.

 

	2023		2022
	US$'000		US$'000
Current income tax	21		-
Adjustments for prior year	-		-
	21		-
Deferred tax expenses	-		(5)
	-		(5)

 

22.       Share capital and reserves

 

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

 

Authorised		Number of Shares		US$'000
Ordinary Shares
As at 31 March 2022		1,548,558,192		7,795
Issues during the period
1 April 2022 to 31 March 2023		133,474,178		486
Total shares issued as at 31 Mar 2023		1,682,032,370		8,281
Treasury Shares during the period
1 April 2022 to 31 March 2023		(60,000,000)		(808)
Total outstanding shares as at 31 Mar 2023		1,622,032,370		7,473

 

23.       Non-controlling equity interest

 

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

 

24.       Trade and other payables

	2023		2022
	US$'000		US$'000
Trade payables	2,298		218
Accruals	129		338
Unearned revenue	-		301
Other payables	19		37
	2,446		894

 

Trade payables are non-interest bearing and are normally settled on 30-days terms.

 

25. Loans Payable

 

							2023 US$'000
Type	Term		Amount		Interest rate		Current		Non-Current
Convertible loan			285		10% pa		285		-
Bank Loan 1	5 yrs		53		2.5% pa		12		41
			338				297		41
							2022 US$'000
Type	Term		Amount		Interest rate		Current		Non-Current
Bank Loans
Bank Loan 1	5 yrs		977		2.5% pa		324		653
Bank Loan 2	3 yrs		224		4.5% pa		178		46
			1201				502		699

 

 

Convertible loan was subsequently exercised on 11 Apr 2023.

 

26. Commitments and Contingencies

 

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

 

27. Related party transactions

 

The following is the significant related party transactions entered into by the Company with related parties on terms agreed between the parties:

		2023		2022
		US$'000		US$'000
Loans/Advances with related parties		-		258

 

 

28. Financial risk management objectives and policies

 

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

 

Credit risk

 

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

 

Foreign Currency Risk

 

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

 

29. Liquidity risk

 

Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due.  Numbers in the table below represent the gross, contractual, undiscounted amount payable in relation to the financial liabilities.

 

The Group monitors its risk to a shortage of funds using a combination of cash flow forecasts, budgeting and monitoring of operational performance.

 

		Less than three months	Three to twelve months	One to five years	Total
		US$'000	US$'000	US$'000	US$'000
As at 31 March 2023:
Trade and other payables		2,446	-	-	2,446

 

 

 

30.       Capital management

 

The Company manages its capital to ensure that it will be able to continue as a going concern while maximising the returns to shareholders through the optimisation of the debt and equity balance.

 

Capital consists of total equity.

 

The directors review the capital structure on an ongoing basis. As a part of the review, the directors consider the cost of capital and the risks associated with each class of capital. Based on the recommendation of the directors, the Company will balance its overall capital structure through the payment of dividends, new share issues as well as the issue of new debts or the redemption of existing debt.

 

There were no changes in the Company's approach to capital management during the year.

 

31.       Interest rate risk

 

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. A sensitivity analysis is not presented, as all borrowing costs have been capitalised as at 31 March 2023; therefore, profit or loss and equity would have not been affected by changes in the interest rate.

 

32.       Subsequent event

 

On 11 April 2023, the remaining portion of the convertible loan was converted into ordinary shares of no par value in the Company ("Ordinary Shares").  On 17 May 2023 the Company raised gross proceeds of £750,000 through a placing of 75,000,000 Ordinary Shares at a price of 1.0 pence per share.