21 December 2021

GSTechnologies Limited

("GST" or the "Company" or the "Group")

Interim Results

GSTechnologies Limited (LSE: GST), the fintech and information technology solutions company, announces the Company's interim results for the six months ended 30 September 2021.

Period Highlights

·    Collaboration agreement signed with Wise MPay, the Singaporean blockchain payment solution provider, to provide the Company with software and services to facilitate the Company's blockchain related fintech plans.

·    Placing to raise £1.4 million at 1.0 pence per ordinary share and publication of a prospectus on 6 September 2021.

·    Resumption of EMS operations following the relaxation of government measures against Covid-19 controls resulted in an increase in revenue for H1 2021 to US$2,261,000 (H1 2020: US$769,000).

·    Net loss for the period of US$1,094,000 (H1 2020: US$561,000 loss).

·   As of 30 September 2021, the Company had US$2,749,000 in cash and cash equivalents (30 September 2020: US$1,789,000).

Post Period Highlights

·    Appointment of Jack Bai as Chief Executive Officer and Shayne Tan as Chief Operating Officer.

·    Conditional acquisition of Angra Limited.

·   Placing to raise gross proceeds of £1.0 million at 2.0 pence per ordinary share on 19 November 2021.

·    Launch of the GS Money protocol on the Coalculus platform.

·    Receipt of 100 million COAL tokens as part of the ongoing collaboration with Wise MPay.

Chairman's Statement

Despite the backdrop of the continuing pandemic the period has been one of significant progress for the Group.  The Group's revenue continues to be provided by our subsidiary, EMS Wiring Systems Pte Ltd ("EMS"), whilst the GS Fintech companies are currently pre-revenue.

Although the world has had to shut and open its doors repeatedly and often shifted into a lower gear, our EMS corporate customers still needed IT support and new services, whilst navigating the uncertainty and challenges of the global pandemic.

EMS remains a predominantly Singapore focused business and Singapore's GDP showed positive growth in the first half of 2021, even though the growth was from the lower base in 2020.  For 2021, Singapore's GDP expanded by 1.5% in the first quarter, followed by 14.7% in the second.  Likewise, the construction sector grew sharply, up by 106.2% on a year-on-year basis in the second quarter of 2021, compared to the same period last year when construction activities ground to a halt during Singapore's circuit breaker measures.  While the Ministry of Trade and Industry, upgraded Singapore's official growth forecast for 2021 to between 6% and 7%, labour shortages arising from restrictions on the entry of migrant workers, are weighing on the recovery of the construction sector.  Against this background we are pleased with the performance of EMS during the period and anticipate that the business will recover further in the second half.

However, the primary focus for the future of the Group has been on the new 'GS Fintech' subsidiaries in the UK and Singapore and the Company's planned expansion into blockchain related technologies, specifically its plans to launch a borderless neobanking platform providing next-generation digital money solutions.

During the period we significantly progressed these activities with the signing of a collaboration agreement with Wise MPay, the Singaporean blockchain payment solution provider, on 28 May 2021, with a view to Wise MPay providing the Company with software and services to facilitate the Company plans.  The collaboration is progressing according to plan and post period end we announced a number of developments which are described below.

Fund Raising

On 6 September 2021 the Company raised gross proceeds of £1.415 million through a placing of 141,500,000 ordinary shares at a price of 1p per share.  This was followed, post period end, on 19 November 2021, with a placing of 50,000,000 ordinary shares at a price of 2p per share raising gross proceeds of £1.0 million.

The funds raised from the two placing are being principally used to accelerate the implementation of the Group's strategy, in particular covering the planned sales and marketing costs, and the costs of further development and implementation of the Wise MPay technology.

Management Changes

Post period end we were delighted that Mr Bai GuoJin ("Jack Bai"), an existing Executive Director, was appointed as the Company's new Chief Executive Officer on 12 October 2021.  Jack Bai, who joined the GST board in January 2021, has over 30 years' experience in software development for the financial and telecommunication industries.  He is a successful technology entrepreneur, who has successfully built and exited multiple companies, including in fintech and payment solutions.  He is a co-founder of Wise MPay, the Company's collaboration partner, and leads the development of the Coalculus blockchain technology.  He is leading the Group's blockchain technology activities and its plans to launch a borderless neobanking platform providing next-generation digital money solutions.

On 20 October 2021, additionally Mr. Tan Guan Han, Shayne ("Shayne Tan"), an existing Executive Director, was appointed as the Company's new Chief Operating Officer.  Shayne Tan, who joined the GST board in January 2021, holds a Bachelor of Business Management Degree from Singapore Management University and has more than five years of sales, operations, and management experience in growth-stage companies operating exclusively within the blockchain and cryptocurrency sector. He is, alongside Jack Bai, a co-founder of the Coalculus blockchain platform.

Post Period End Developments

On 5 October 2021 the Company announced that it had entered into a conditional agreement to acquire the whole of the issued share capital of Angra Limited ("Angra"), a UK-based foreign exchange and payment services company.  Angra, which operates under the AngraFX brand name, is a Financial Conduct Authority ("FCA") approved Authorised Payment Institution ("API"), conducting fast, secure and low-cost foreign exchange business and payment services internationally.

The acquisition of Angra is now only subject to FCA approval for the change of control. If approved Angra will provide the Company with an operating business in the UK and an API licence in order to be able to connect to traditional banking payment systems and agent networks, operate a remittance business in the UK and grow revenues from the stablecoin network and applications that are being developed.

On 30 November we reported that we had successfully tested all four of the enterprise chains provided by Wise MPay (representing four digital currencies pegged to the US Dollar, the Pound, the Euro, and the Yuan), together with implementing a mainnet upgrade on the Coalculus platform, provided by Wise MPay.  This marked the launch of the GS Money protocol.  This was followed on 17 December 2021 by GST receiving 100 million COAL tokens from Wise MPay and the enabling of the COAL token staking capability on four full nodes managed by the Company.  The value of the COAL tokens provided by Wise MPay, as one of their deliverables under the collaboration agreement, was approximately £475,000 at the current COAL token trading price.

The four digital currencies are strictly pegged to the US Dollar, the Pound, the Euro and the Yuan which will allow GST to carry out transactions immediately through blockchain ledgers, which can be used in place of wire transfers that generally take several days to complete.  The four enterprise chains work alongside one another to form a decentralised and highly efficient multicurrency cross border payment system for digital transactions that utilise the Coalculus blockchain ledger technology.  Additionally, each enterprise chain's total supply will allow GST to issue up to 10 billion digital currency units.

With the launch of the GS Money protocol, this blockchain technology is now available to GST and its future clients.  The Company intends to deploy GS Money early in 2022 in limited cross-border payment trials, and then gradually roll out GS Money for commercial operations in the coming months.

The future roll-out of GS Money is intended to be focused on three initial use-cases:

International Money Transfers: GS Money will initially be used in restricted cross-border payment testing before being gradually expanded to include commercial activities.

Borderless accounts: GS Money will be integrated into a GST borderless account payment service. This borderless account will allow customers to retain many digital currencies, but the biggest advantage is that they may be converted at the prevailing exchange rate and in any currency, with minimal, transparent fees.

Private Stablecoin: Ultimately it is intended that GS Money will also be focussed on private stablecoin. The objective is to establish public trust, maintain stability, and enable claims backed by reserves.  By establishing a private stablecoin ecosystem, GST intends to encourage market players to allow transactions to settle in GS Money digital currencies, as well as be integrated into various other payment services.

Summary

The period under review was one of significant achievement as we progressed our blockchain based financial services ambitions.

Given the ongoing pandemic situation, forecasting the future is especially difficult.  We expect uncertain worldwide economic conditions to continue, depending on how the pandemic evolves, particularly with the emergence of new Covid 19 variants.  However, this is likely to have a much more significant impact on our EMS business, but with anticipated improvement in future construction demand we are optimistic for the future of this business.

However, our primary focus is on progressing our plans to launch a borderless neobanking platform providing next-generation digital money solutions, based on blockchain technology, which has been significantly less impacted by the pandemic.

In doing so we will continue to practice prudent financial management, and working capital management, to ensure the Group maintains appropriate liquidity, while being mindful of operational expenditure.  Operationally, we are constantly striving to improve our work methods, and the skills and capabilities of our people.  We continue to advance GST's digital capabilities, developing innovative technological solutions to improve our project productivity and efficiency.

I would also like to extend my appreciation to GST's shareholders for their continued support, and to my fellow board members and staff for their support and hard work during the period.  Whilst we still have a lot to do, GST has come a long way in a short period of time.  I look forward to the future with confidence and reporting on our further progress in the coming months.

Tone Kay Kim GOH 
Chairman

Financial Highlights

·    Resumption of operations following the relaxation of government measures against Covid-19 controls resulted in an increase in revenue for H1 2021 to US$2,261,000 (H1 2020: US$769,000).

·    As of 30 September 2021, the Company had US$2,749,000 in cash and cash equivalents (30 September 2020: US$1,789,000).  In the interim period, the debt/equity structure has shifted to lesser dependence on debt financing to support its operating activities.  Post period end, on 19 November 2021 the Company raised a further £1m (gross) through a placing of ordinary shares.

·    Net loss for the period is US$1,094,000 (H1 2020: US$561,000 loss). Major contributing factors for the increased net loss for the period are due to the decrease of US$203,000 in government grants being received and the increase of US$112,000 in foreign worker levy paid arising from the cessation of the government assistance incentive on the foreign worker levy waiver. Costs incurred in relation to share placement and the preparation of a prospectus amounted to US$479,000.

Enquiries:

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

CONSOLIDATED INTERIM STATEMENT OF COMPREHENSIVE INCOME

For the period 1 April 2021 to 30 September 2021

CONSOLIDATED INTERIM STATEMENT OF FINANCIAL POSITION

As at 30 September 2021

CONSOLIDATED INTERIM STATEMENT OF CASH FLOWS

For the period 1 April 2021 to 30 September 2021

CONSOLIDATED INTERIM STATEMENT OF CHANGES IN EQUITY

For the period 1 April 2021 to 30 September 2021

Notes to the Financial Statements

1.          General Information

1.1       Corporate information

The consolidated financial statements of GSTechnologies Ltd (the "Company") and its subsidiaries (collectively referred to as the "Group" for the financial period from 1 April 2021 to 30 September 2021 were authorised for issue in accordance with a resolution of the Directors on 20 December 2021.

The registered office of GSTechnologies Ltd, the ultimate parent of the Group, is Ritter House, Wickhams Cay II, 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 European Union (EU) as they apply to the financial statements of the Group for the period from 1 April 2021 to 30 September 2021.

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 2021, 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 2021, the Group held cash reserves of US$2,749,000 (2020:US$1,789,000).

The Directors are confident the Group will generate revenue from data and technology services which will contribute to cash flow in the next 6-month period.

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$1,094,000 for the six months ended 30 September 2021 and had net assets of US$3,926,000 as of 30 September 2021 (2020:  loss of US$561,000 and net assets of ($1,473,000).

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 22 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.         New standards and amendments and interpretations adopted by the Group

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:

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 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.         Net Operating Expenses

7.          Key Management Personnel

8.          Employee costs

9.          Earnings per share

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

*Cash at bank includes US$78,000 pledged to the bank as security for banker guarantee given to customer.

12.          Trade and Other Receivables

13.          Inventories

14.        Property, Plant and Equipment

15.        Work in Progress

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 asset is recognised and presented separately. The contract assets is transferred to receivables when the entitlement to payment becomes unconditional.

16.        Intangible Assets

There was no impairment during the period.

17.        Subsidiaries

Details of the Company's subsidiaries as of 30 September 2021 are as follows:

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 and EMS is liable for tax in Singapore.

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.

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

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

22.        Loans Payable

23.        Commitments and Contingencies

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

24.        Subsequent Events

As announced, on 25 November 2021, subscription of 50,000,000 ordinary share has been placed at £0.02 per ordinary share.

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 table below indicates the currencies to which the Group had significant exposure at 30 September 2019  on  its  monetary  assets  and  liabilities.  The analysis calculates the effect of a reasonably possible movement of the currency rate against the US dollar, with all other variables held constant on the statement of comprehensive income (due to the fair value of currency sensitive non- trading monetary assets and liabilities). A positive amount in the table reflects a potential net increase in the consolidated statement of comprehensive income.

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 2021, please see Note 19.

The Group is not subject to any externally imposed capital requirements.