GSTECHNOLOGIES LTD.

BVI Company Number: 1765556

ANNUAL REPORT
For the financial year ended 31 March 2024

Docusign Envelope ID: 56709A7E-DFB6-4FFB-AD65-5C572B1DB0B4

PAGE
Board of Directors 1 - 2
Director’s Report 3 - 4
Director’s Responsibility Statement 5 - 6
Chairman’s Statement 7 - 11
Financial Review 12
Strategic Report 13 - 15
Environmental, Social and Governance Report 16 - 20
Independent Auditors Report 21 - 26
Consolidated Statement of Profit or loss and Comprehensive Income 27
Consolidated Statement of Financial Position 28
Consolidated Statement of Cash Flows 29
Consolidated Statement of Changes in Equity 30
Notes to the Consolidated Financial Statements 31 - 50
Directors’ Remuneration Report 51
Parent Company Statement of Financial Position 52
Parent Company Statement of Profit and Loss 53
Parent Company Statement of Changes in Equity 54

Docusign Envelope ID: 56709A7E-DFB6-4FFB-AD65-5C572B1DB0B4

GSTECHNOLOGIES LTD.

BOARD OF DIRECTORS

For the financial year ended 31 March 2024

Tone Goh, Executive Chairman, holds a Bachelor of Science degree and an MBA in International Business from the University of San Francisco. He has more than 25 years’ experience in corporate real estate advisory, asset management, finance and development and has held executive positions on the boards of a number of international companies specialising in mergers and acquisitions and the private equity industry.

Jack Bai, Executive Director, 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, and leads the development of, the Coalculus blockchain technology, which enables enterprise-ready blockchain-as-a-service to financial institutions and enterprises. He until recently held the role of Non-executive Director at iSentric Ltd (now IOUpay), an ASX-listed company.

Shayne Tan, Executive Director, holds a Bachelor of Business Management Degree from Singapore Management University and has more than five years of sales, operations and management experience, primarily involving distributed ledger technology in growth stage companies. He is Chief Marketing Officer for, and a co-founder of, the Coalculus blockchain platform.

Galvin Bai, Executive Director. Galvin has deep knowledge and vast experience of the workflow and processes of the payment and remittance business in Singapore and beyond. Some of Galvin’s valuable work experiences were gained as Director of Business Development at Caliber Technology Private Limited. His thorough and exhaustive proficiency in Southeast Asia’s remittance protocols and methodologies, as well as work-related contacts, will promote and facilitate coordination of plans to expand into Southeast Asia and beyond.

Malcolm Groat, Non-executive Director, is a Chartered Accountant and has a wide range of experience in corporate life, with roles as Chairman, Non-Executive Director, Chair of Audit, CEO, COO and CFO for several companies. He is an adviser on compliance and governance, strategy, and operational improvement, and managing the risks of rapid change.

Docusign Envelope ID: 56709A7E-DFB6-4FFB-AD65-5C572B1DB0B4

GSTECHNOLOGIES LTD.

BOARD OF DIRECTORS

For the financial year ended 31 March 2024

Christopher Wellesley
Non-executive Director, Wellesley is an experienced banking and capital markets executive with over 30 years' experience in senior roles based in the UK, Hong Kong and the USA. Having started his career in the UK with County Natwest Securities in 1985, Lord Wellesley moved to Hong Kong in 1988 as a senior market maker. He joined Merrill Lynch in Hong Kong in 1992, where he ran the bank's Asian market making desk covering London listed Asian equities, before moving to the US with Merrill Lynch in 2000. Returning to the UK in 2003 he held a number of senior equity trading roles, including with Tristone Capital, which was acquired by Macquarie, where between 2005 and 2012 he established and ran their UK trading operations. Over the past five years Lord Wellesley has focussed on a number of advisory and interim managerial roles and he is currently a director of a number of private businesses and not-for-profit organisations.

Docusign Envelope ID: 56709A7E-DFB6-4FFB-AD65-5C572B1DB0B4

GSTECHNOLOGIES LTD.

DIRECTORS’ REPORT

For the financial year ended 31 March 2024

23 July 2024

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

Results for the year ended 31 March 2024

GSTechnologies Limited (LSE: GST), the fintech company, is pleased to announce the Company's audited results for the year ended 31 March 2024 (“FY24”). The Company’s Annual Report for the financial year ending 31 March 2024 will shortly be available on the Company’s website at https://www.gstechnologies.co.uk/annual-reports.

Highlights
* First full year reporting period as a pure play fintech group following the completion of the disposal of EMS Wiring Systems Pte Ltd in September 2022
* Completion of the acquisition of PAYPT Finance Ltd ("PAYPT"), a Canadian company holding a Canadian Money Services Business ("MSB") licence, in August 2023
* Formation of Angra Global following the acquisition of PAYPT, with significant growth in H2 FY24 and in the current financial year as the business rolled out its multi-currency e-wallet service
* Soft rollout of the GS20 Exchange completed and the development of the GS20 Exchange has progressed in accordance with the Board’s expectations
* Completion of the acquisition of Semnet Pte Ltd ("Semnet"), a cybersecurity company based in Singapore, in 29 February 2024. Prior to the acquisition's completion, a US$36 million contract was secured for the sale of high-performance application servers and solutions specifically designed for artificial intelligence (AI). These solutions feature the cutting-edge NVIDIA HGX H800 8-GPUs
* Option purchase agreement to acquire 60% of EasySend Ltd ("EasySend"), a Northern Ireland company operating a cross-border payments business. Completion expected later in 2024
* Revenue for the year of US$1.55 million (FY23 reported: US$2.32 million, including discontinued operations), with a fivefold increase in revenue in H2 FY24 (US$1.29 million) versus H1 FY24 (US$0.26 million)
* Net loss for the year of US$1.22 million (FY23: US$1.63 million loss) as the Company continued to invest in developing its GS Money solutions, with a significantly decreased net loss in H2 FY24 (US$0.31 million) versus H1 FY24 (US$0.78 million)
* As of 31 March 2024, the Company had US$2.61 million in cash and cash equivalents (31 March 2023: US$4.25 million)

Post Period Highlights
* Significant further growth seen with both Angra Global and the GS20 Exchange post year end
* Placing raising gross proceeds of £1.25 million completed in April 2024
* Proposed acquisition of Bonfirepay in Spain, aimed at enhancing Angra Global's B2B- focused cross-border payments and currency exchange services throughout the European Economic Area (EEA), as announced on 9 July 2024

Docusign Envelope ID: 56709A7E-DFB6-4FFB-AD65-5C572B1DB0B4

GSTECHNOLOGIES LTD.

DIRECTORS’ REPORT

For the financial year ended 31 March 2024

Enquiries:

The Company
Tone Goh, Executive Chairman
+61 8 6189 8531

Financial Adviser
VSA Capital Limited
+44 (0)20 3005 5000
Simon Barton / Thomas Jackson

Broker
CMC Markets
+44 (0)20 3003 8632
Douglas Crippen

Financial PR & Investor Relations
IFC Advisory Limited
+44 20 (0) 3934 6630
Tim Metcalfe / Graham Herring / Florence Chandler

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

Docusign Envelope ID: 56709A7E-DFB6-4FFB-AD65-5C572B1DB0B4

GSTECHNOLOGIES LTD.

DIRECTORS’ RESPONSIBILITIES STATEMENT

For the financial year ended 31 March 2024

Disclosure of information to the auditor

In the case of each person who was a Director at the time this report was approved:
* so far as the Director was aware there was no relevant audit information of which the Company’s auditor was unaware; and
* the Director has taken all steps that he ought to have taken as a Director to make himself aware of any relevant audit information and to establish that the Company’s auditor was aware of that information.

Auditors
A resolution to reappoint the auditor, Shipleys LLP, will be proposed at the forthcoming Annual General Meeting.# GSTECHNOLOGIES LTD.

DIRECTORS’ RESPONSIBILITIES STATEMENT

For the financial year ended 31 March 2024

Approved by the Board of Directors and signed on behalf of the Board.

Tone Goh
Director
On behalf of the Board
23 July 2024

The Directors are responsible for preparing the Strategic Report, Directors’ Report, any other surround information and the group and parent company financial statements in accordance with applicable law and regulations. Company law requires the Directors to prepare group and parent company financial statements for each financial year. Under that law, they are required to prepare the group financial statements in accordance with International Financial Reporting Standards in conformity with the requirements of the Companies Act 2006 (IFRSs) and have elected to prepare the parent company financial statements in accordance with UK Accounting Standards and applicable law (UK Generally Accepted Accounting Practice).

Under Company law, the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and parent company and of their profit or loss for that year. In preparing each of the group and parent company financial statements, the Directors are required to:

select suitable accounting policies and then apply them consistently;
make judgments and accounting estimates that are reasonable and prudent;
state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements;
prepare the Strategic Report and Directors’ Report which comply with the requirement of the Companies Act 2006; and
Prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group and the parent company will continue in business.

Docusign Envelope ID: 56709A7E-DFB6-4FFB-AD65-5C572B1DB0B4

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group and the parent company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and the parent company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the group and the parent company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The Directors are also responsible for ensuring that the Strategic Report, Directors’ report and other information included the Annual Report and financial statements is prepared in accordance with applicable law in the United Kingdom. The maintenance and integrity of the Company’s website is the responsibility of the Directors. Legislation in the United Kingdom governing the preparation and dissemination of the accounts and other information included in the annual report may differ from legislation in other jurisdictions.

Docusign Envelope ID: 56709A7E-DFB6-4FFB-AD65-5C572B1DB0B4

GSTECHNOLOGIES LTD.

CHAIRMAN’S STATEMENT

For the financial year ended 31 March 2024

During the year GST continued its strategic focus, started in early 2021, on developing a borderless neobanking platform providing next-generation digital money solutions, both organically and through complementary acquisitions. This is being undertaken under the Company's GS Money banner primarily through the Group's GS20 Exchange and Angra Global businesses, based on three initial use-cases: international money transfers, borderless accounts, and private stablecoin. In particular, the disposal of EMS, completed in September 2022, removed a loss-making business from the Group and FY24 was the first full year for GST as a 'pure play' fintech group.

During the year we completed two further significant acquisitions, PAYPT Finance Ltd ("PAYPT"), a Canadian company holding a Canadian Money Services Business ("MSB") licence, in August 2023, and Semnet Pte Ltd ("Semnet"), a cybersecurity company based in Singapore, in February 2024. Both these acquisitions have added important additional capabilities and sources of revenue for the Group, which, given the timing of the acquisitions, are not fully reflected in the FY24 financial statements. I am very pleased with the progress we have made during the year, which has continued post period end. Group revenues increased fivefold from the first half of the year to the second half as we established various offerings and rolled these out commercially. Further significant growth is expected to be seen in the current financial year and the various businesses progress and are fully consolidated into the Group.

Angra Global

Angra Global was established during the year, in August 2023, following the completion of the acquisition of the entire issued share capital of PAYPT, in Canada, and its combination with Angra Limited in the UK. Angra Limited, which operates under the AngraFX brand name, is an established Financial Conduct Authority ("FCA") approved Authorised Payment Institution ("API"), conducting fast, secure, and low-cost foreign exchange business and payment services internationally, the first pillar of GS Money. The addition of PAYPT provided a Canadian MSB licence encompassing a range of financial activities, including: foreign exchange dealing; cryptoasset dealing; money transfer services; and authorisations for the issuance of debit cards and IBANs. The two businesses are now fully integrated, with the Angra Global team being led by GST directors Christopher Wellesley and Galvin Bai.

Following the establishment of Angra Global the focus has been on building an integrated offering, utilising new technologies that provide attractive solutions for customers and moving away from some of the lower margin traditional foreign exchange activities previous undertaken by Angra Limited and PAYPT. Angra Global's multi-currency e-wallet service, initially covering Sterling, Euro, US Dollar, Canadian Dollar, Chinese Yuan Renminbi and US Dollar Tether Token transactions was launched on 1 September 2023 and continues to grow, with significant growth seen post the year end. This service enables Angra Global customers to securely store their funds within Angra Global business accounts and facilitates seamless foreign exchange conversions and fund transfers through Angra Global's established and reliable banking partnerships, akin to a conventional business bank account. Additionally, Angra Global is able to issue Sterling local accounts and Euro SEPA IBAN accounts to its clients, thereby providing a comprehensive one-stop business banking solution. Angra Global is continuing to develop these services and the Group is focused on accelerating Angra Global's revenue, while simultaneously bolstering the Angra team to expand its B2B Neobank operations beyond the UK, serving companies of all sizes worldwide.

As part of this expansion strategy, on 29 November 2023, the Company entered into an option to purchase agreement to acquire 60% of the share capital of EasySend Ltd ("EasySend"), a Northern Ireland based FCA approved API,

Docusign Envelope ID: 56709A7E-DFB6-4FFB-AD65-5C572B1DB0B4

GSTECHNOLOGIES LTD.

CHAIRMAN’S STATEMENT

For the financial year ended 31 March 2024

conducting cross-border payment services. We believe the acquisition of a majority stake in EasySend will assist with growing the customer base for the Company's existing GS Money activities, in particular Angra Global, and provide access to additional technology, including EasySend's mobile terminal technology. It is intended that EasySend's founder and management team will remain with the business and that the 40% minority holding will be retained by EasySend's founder. As announced on 9 July 2024, the parties have mutually agreed to extend the period for entering into a definitive sale and purchase agreement until 30 November 2024. This extension will allow both parties time to refine the post- acquisition acquisition integration plan to ensure the acquisition aligns with GST’s strategic objectives.

Post the year end, on 9 July 2024, we announced that GST has entered into a conditional agreement to acquire the entire issued share capital of Bonfirepay SL (“Bonfirepay”), a company incorporated and operating under the laws of Spain. This acquisition is expected to be a significant step in the Company’s planned strategic expansion across Europe. The acquisition of Bonfirepay is aimed at enhancing Angra Global’s B2B-focused cross-border payments and currency exchange services throughout the European Economic Area (EEA). Having a presence in Spain, through Bonfirepay, will enable Angra Global to collaborate with a broader network of European banks, non-banking financial institutions, and foreign currency providers, thereby reducing remittance costs and accelerating revenue growth. The completion of the acquisition is conditional on the finalisation of Bonfirepay’s registration as a Small Payment Institution (SPI) with the central bank of Spain. Further complementary acquisitions are being investigated to accelerate Angra Global’s growth and provide the licences and infrastructure needed to operate internationally.

GS20 Exchange

Following the acquisition of Glindala (now GS Fintech UAB), a holder of a Crypto Currency Exchange Licence registered in Lithuania, in August 2022, GST soft launched the Company's GS20 cryptoasset exchange in November 2022. The GS20 Exchange is offering spot trading and over-the-counter trading desk services for popular cryptoassets, although it is not a pure cryptocurrency exchange. The soft launch was successfully completed during the year and the development of the GS20 Exchange has progressed in accordance with the Board’s expectations, with a wider roll-out continuing.# CHAIRMAN’S STATEMENT

For the financial year ended 31 March 2024

There has been a progressive build-up of registered users, and the Company are greatly encouraged by the market traction the GS20 Exchange is enjoying. The GS20 Exchange is generating revenue for the Company via trading commissions at varying levels depending on the type and size of transaction undertaken. The GS20 Exchange entered into an agreement with Liminal, a leading blockchain wallet infrastructure company, just post the year end, to enhance the exchange's digital assets custody capabilities and to enable the exchange to securely scale its digital asset operations through HSM (hardware security module) and MPC (multi-party computation) backed architecture. This has enabled the successful launch of the GS20 Exchange vaults, facilitating self-custody for various blockchains including Bitcoin, Ethereum, Tron, and others. Ensuring digital asset security is a priority and the GS20 Exchange vaults are CCSS Level 3 certified, the highest standard in Cryptocurrency Security Standards (CCSS). The Group complies with the recent implementation of EU-wide cryptocurrency regulations and is keenly observing developments in this space. Our commitment to compliance and innovation remains steadfast as we navigate these changes and continue to explore opportunities within the evolving regulatory landscape.

Semnet

The Group acquired 66.67% of the share capital of Semnet Pte Ltd ("Semnet"), a cybersecurity company based in Singapore, on 29 February 2024. Semnet is a profitable cybersecurity business that is providing the Company with expertise and licences that are a critical component to the advancement of the Company's GS Money and B2B Neobanking operations. Cybersecurity is of particular importance to both the Company's developing global neobank ecosystem under Angra Global and the GS20 Exchange. Semnet has now been successfully integrated into the Group's operations and the Semnet team’s experience and capabilities are already adding significant value to the Group’s operations, particularly through enhanced cybersecurity support. In addition to providing support to the Group's operations, Semnet has been successful in winning additional third-party business, including a US$36 million revenue contract with Ypsilon Technology Pte. Ltd that was recognised prior to the consolidation of Semnet in the Group. Zheng Kang Wen Mervyn, an existing Director of Semnet, has been appointed as Sales and Marketing Director of Semnet and is supporting the Group in expanding Semnet's cybersecurity business. He is being assisted by a senior leadership team including GST director Galvin Bai and Lam Pek San, a 10% shareholder in Semnet. Semnet was only consolidated into the Group on 1 March 2024, a month before the year end, but is trading ahead of the GST Board's expectations at the time of the acquisition and the business is achieving significant profitable growth.

Other Operations

As a further key pillar of the stablecoin activities that the Group intends to carry out in strategic jurisdictions, including the UK, the Company applied to the FCA for the Company's stablecoins to be admitted to the FCA Regulatory Sandbox. In June 2023, the Company was informed by the FCA that they had concluded that the Company's stablecoin application did not currently meet the FCA's strict criteria for admission to the FCA Regulatory Sandbox. As an alternative the FCA offered the Company a place on their Innovations Pathway programme, an initiative designed to support financial services firms in launching innovative products and services, which the Company was pleased to accept. Under the FCA Innovation Pathway programme, the Company was provided with a dedicated FCA case officer and a comprehensive range of support services, designed to assist GST to further develop the appropriate path for the progression of its stablecoin plans. This process has been extremely helpful in shaping the Company’s future roadmap for its stablecoin activities which may involve a future Regulatory Sandbox application or preparation for regulatory authorisation without the need for supervised testing. Discussions with the FCA continue, but regulatory authorisation in the UK for the Company’s stablecoins is not seen as an immediate strategic priority or necessity as the Group’s other operations develop.

Fund Raising

In order to accelerate the implementation of the Group's GS Money strategy, including via acquisition, the Company has undertaken fundraising activities as the Board has deemed appropriate to facilitate the maximisation of overall shareholder value. During the year the Company entered into an unsecured convertible loan facility to receive funding of up to US$1.6 million (the "Loan Facility") with an institutional investor. US$800,000 of the Loan Facility was drawn down. The Loan Facility was cancelled on 29 March 2023, with the second instalment of US$800,000 undrawn. On 4 April 2023 the remaining US$285,000 principal amount of the Loan Facility and the associated interest of US$28,500 (10%), was converted into new ordinary shares of no-par value in the capital of the Company ("Ordinary Shares"). Following this conversion no principal amount or associated interest remains outstanding under the Loan Facility.

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

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

Post period end, on 23 April 2024, the Company raised gross proceeds of £1,250,000 through a placing of 119,047,619 Ordinary Shares at a price of 1.05 pence per share.

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

Board and People

I would like to take this opportunity to thank all of the GST Board and team for their hard work and dedication throughout the year. In June 2023, Chong Loong Fatt Garies ("Garies Chong"), a Non-executive Director of the Company, resigned from the Board in order to focus on his other business interests. I would like to thank Garies for his contribution to GST and we wish him well for the future. In January 2024 we welcomed Lord Christopher Wellesley to the Board as a Non-Executive Director. Christopher is an experienced banking and capital markets executive with over 30 years' experience in senior roles based in the UK, Hong Kong and the USA. He began working with the Group in the UK in September 2023 and has been appointed as Chief Executive Officer of Angra Limited. His significant international capital markets and trading experience has already proved to be very valuable to the Group.

Current trading

During April to June 2024, GST has experienced a notable increase in revenues, reflecting the effectiveness of the company’s strategic initiatives and the strong performance of our subsidiaries. Each operating subsidiaries contributed significantly to this growth, with standout performances in key markets driven by increased adoption of our digital payment solutions and expanded partnerships with financial institutions. Our efforts to penetrate new markets and strengthen our presence in existing ones have yielded positive results, with new client acquisitions and expanded service agreements.

Summary

GST is now a focused, ‘pure play’, fintech group with two solid operational platforms, Angra Global and the GS20 Exchange, coupled with a profitable cybersecurity business, on which to build and continue to roll out our GS Money solutions. Angra Global provides the first pillar of GS Money and is enjoying substantial growth with its multi-currency e-wallet service, particularly post year end. With additional services being added and further geographic expansion planned this growth is expected to accelerate. Unlocking the demand for a large user base also requires a platform that can meet the clearing and settlement needs of both retail and institutional customers, with high compliance and security standards. The GS20 Exchange provides such a platform and following its soft launch is rapidly building its customer based as the second pillar of GS Money.

Whilst growing the Group organically and completing the acquisitions of EasySend and Bonfirepay, we will also continue to explore further value enhancing acquisition opportunities that are presented. I would like to take this opportunity to thank all stakeholders, including the Group’s staff, customers and GST shareholders for their continuing support. GST has come a long way over the last three and a half years and I look forward to reporting on our further progress in the coming months.

Tone Kay Kim GOH
Executive Chairman

FINANCIAL REVIEW

For the financial year ended 31 March 2024

The Group’s financial statements include a full 12-month contribution from Angra Limited and GS Fintech UAB, with PAYPT (now Angra Global) being consolidated from 15 August 2023 and Semnet from 1 March 2024.# GSTECHNOLOGIES LTD. STRATEGIC REPORT

For the financial year ended 31 March 2024

Income Analysis

Following the disposal of EMS, the Group’s income during the year was solely derived from the Group’s ‘fintech’ and cybersecurity businesses, which led to a decrease in revenue for the 12-months ended 31 March 2024 to US$1.55 million (2023: US$2.27 million) as these businesses remain in the developmental phase. However, the revenue from continuing operations has seen significant growth. The revenue for the year of US$1.55 million was a 90% increase on the revenue derived from continuing operations in FY 23, with a further significant increase seen during the year; H2 FY24 revenue of US$1.29 million was a fivefold increase over H1 FY24 (US$0.26 million). The Group’s operating loss before tax for the financial year was US$1.22 million, compared to the operating loss incurred in previous financial year of US$1.63 million as the Company continued to invest in developing its GS Money solutions, with a significantly decreased net loss in H2 FY24 (US$0.31 million) versus H1 FY24 (US$0.78 million).

Balance Sheet Analysis

Net assets as at 31 March 2024 amounted to US$6.24 million (31 March 2023: US$3.87 million). As at 31 March 2024, the Group had available cash of US$2.61 million (31 March 2022: US$4.25 million), with gross proceeds of £1.25 million (approximately US$1.60 million) being raised post period end in April 2024. The Directors believe that the Group is in a stable financial position and has the financial resources to enable it to expand and grow its current operations and meet all its current liabilities, together with the ability to access further capital should an appropriate need arise.

Docusign Envelope ID: 56709A7E-DFB6-4FFB-AD65-5C572B1DB0B4

Review of the Business

A review of the period of these accounts is given in the Chairman’s Statement on pages 7 to 11.

Risks and Uncertainties

The Group’s risk management policy is regularly reviewed and updated in line with the changing needs of the business. Risk is inherent in all business. Set out below are certain risk factors which could have an impact on the Group’s long-term performance and mitigating factors adopted to alleviate these risks. This does not purport to be an exhaustive list of the risks affecting the Group. The primary risks identiﬁed by the Board are:

1. Market Conditions and Competition

The fintech industry is characterized by rapid technological advancements, regulatory changes, and evolving customer preferences. Market volatility and intense competition from both established financial institutions and new entrants can impact the company's market share and profitability. The company operates in the competitive sectors of international money transfers, borderless accounts, and private stablecoin through its GS Money banner. The rapid pace of innovation in these areas requires the company to continuously evolve its offerings. The entry of new competitors or significant innovations by existing competitors could erode the company's market position. The company stays ahead by investing in innovative technologies and enhancing its product portfolio. Strategic acquisitions, such as PAYPT and Semnet, provide additional capabilities and a larger total addressable market.

2. Cyber Risks

The reliance on digital platforms and cloud infrastructure for financial transactions exposes the company to cyber threats such as data breaches, unauthorized access and other forms of cyber-attacks. Cyber risks can lead to financial losses, reputational damage, and regulatory penalties. The company's operations, including the Angra Global’s multi-currency e-wallet service and GS20 Exchange platform, handle sensitive financial and personal data, making them prime targets for cyber-attacks. To mitigate these risks, the company has implemented several strategies. The acquisition of Semnet has significantly bolstered the company's cybersecurity capabilities. Semnet provides advanced cybersecurity solutions and expertise, ensuring robust protection against cyber threats. Additionally, the company has invested in regular security audits, employee training, and the implementation of cutting- edge encryption technologies to further safeguard the company’s digital infrastructure. These comprehensive measures ensure that the company remains resilient against evolving cyber threats, maintaining the security and integrity of its financial operations.

3. Foreign Exchange Rate Fluctuations

Foreign exchange rate fluctuations can affect the valuation of assets and liabilities in the company’s FX business, impacting profitability and financial stability. Angra Global, part of the company, deals with international money transfers and multi-currency transactions. Volatile FX rates can lead to unpredictable revenue and cost fluctuations, affecting overall financial performance. The company has sought to limit this risk by employing hedging strategies to manage FX risk exposure. Additionally, the integration with Clearbank allows the company to offer a wider range of FX services, thereby mitigating currency volatility. Strong banking partnerships and a diversified currency portfolio further reduce FX risk. These measures ensure that the company can maintain financial stability and consistent performance despite the inherent uncertainties of the FX market.

Docusign Envelope ID: 56709A7E-DFB6-4FFB-AD65-5C572B1DB0B4

4. Capital Raising

The company’s growth strategy requires substantial capital investment. Failure to secure necessary funding could hinder the execution of strategic initiatives and affect the company’s growth trajectory. The company has undertaken multiple capital-raising activities to fund acquisitions and expansion projects. The need for continuous investment in technology and market expansion poses ongoing capital requirements. During the year the company has successfully raised capital through share placements and convertible loan facilities. The Board intends to manage fundraising activities in a way that minimizes shareholder dilution while aligning with our strategic goals.

5. Technology and Supply Risks

Dependence on third-party suppliers and rapid technological changes can disrupt the company's operations and affect service delivery. The Angra Global platform and GS20 Exchange rely on advanced technologies and third-party suppliers for key components. Disruptions in the supply chain or technological obsolescence could impact service quality and operational efficiency. The company invests in technology development and reduces dependence on third-party suppliers by developing its own platform software in-house. Additionally, the company maintains strong relationships with reliable suppliers to ensure continuity and quality. Continuous monitoring and adaptation to technological trends ensure the company remains at the forefront of innovation. By diversifying its technology sources and fostering internal capabilities, the company enhances its resilience against supply chain disruptions and technological changes.

6. Risks Relating to Group Business Strategy

Executing a complex growth strategy involving multiple acquisitions and geographic expansion presents integration challenges and operational risks. The company’s acquisitions of PAYPT and Semnet require effective integration to realize synergies and achieve strategic objectives. Additionally, the expansion into new markets, such as the EEA, introduces regulatory and operational complexities. While the company is dependent on the ability of the directors to manage acquisitions and expansions and to implement the group’s strategic roadmap, there is no assurance that the Group’s growth strategy will continue to be successful.

7. Regulatory Risk

Regulatory changes can impact the company's operations, particularly in the fintech and cryptocurrency sectors. As the company operates in multiple jurisdictions each with its own regulatory landscape, compliance with diverse and evolving regulations across different jurisdictions is critical. The EU-wide cryptocurrency regulations and the UK’s FCA requirements have the potential to impact the company’s GS20 Exchange and stablecoin initiatives. As a key strategy, the company actively engages with regulatory bodies and adapts its operations to meet compliance standards. Continuous monitoring of regulatory changes and proactive adjustments are required to ensure ongoing compliance. Additionally, the acquisition or application for new licenses may become necessary to maintain and expand our services in response to regulatory developments.

Docusign Envelope ID: 56709A7E-DFB6-4FFB-AD65-5C572B1DB0B4

8. Climate-Related Risks

Climate change can impact the company’s operations and supply chains, posing financial and operational risks. As a global fintech company, the company’s hosted servers, offices, and supply chains could be affected by climate-related events. Additionally, customers and partners may increasingly demand sustainable practices. The company is committed to sustainability and integrates environmental considerations into its business practices. Efforts to reduce the company’s carbon footprint include optimizing energy usage in data centers and promoting sustainable financial solutions. Regular assessments of climate-related risks inform strategic planning and risk management.

Docusign Envelope ID: 56709A7E-DFB6-4FFB-AD65-5C572B1DB0B4

GSTECHNOLOGIES LTD. ENVIRONMENTAL, SOCIAL AND GOVERNANCE REPORT

For the financial year ended 31 March 2024

The Group is steadfast in its commitment to mitigating its environmental impact, enhancing social benefits, and upholding strong governance across all operations.# ENVIRONMENTAL, SOCIAL AND GOVERNANCE REPORT

For the financial year ended 31 March 2024

Through ongoing initiatives and continuous improvement, we are dedicated to implementing sustainable and responsible practices that align with our overarching ESG objectives. As a fintech firm listed on the London Stock Exchange, GST maintains transparency by reporting its environmental impacts, offering stakeholders detailed and precise information through annual sustainability reports.

Governance Criteria

The Company has established robust governance frameworks and policies to guide its operations. These include comprehensive codes of conduct, company policies, and rigorous internal controls. GST conducts regular audits and assessments to ensure compliance with these policies and to identify any potential risks. The Company also maintains open lines of communication with its stakeholders, providing regular updates on its governance practices and performance.

Ethical conduct and integrity are at the core of GST’s corporate values. The Company has zero tolerance for unethical behaviour and has put in place stringent measures to prevent, detect, and address any instances of misconduct.

Accounting Practices

The Company maintains its commitment to adherence to rigorous and transparent accounting standards as a cornerstone of its operational integrity. By consistently applying internationally recognized accounting principles and frameworks, the Company ensures accuracy, reliability, and transparency in financial reporting. This commitment is designed to not only strengthen trust among stakeholders, but also underscores GST's dedication to upholding high standards of corporate governance and financial stewardship.

Business Ethics

Upholding high standards of business ethics is foundational to GST’s operations and practices. We are committed to conducting business with integrity, transparency, and accountability in every aspect of our operations. This commitment extends across our interactions with stakeholders, adherence to regulatory requirements, and the cultivation of a culture that values ethical behaviour. By prioritizing ethical standards, we ensure trust and respect in our relationships, foster a positive impact on society, and sustain long-term value creation for our shareholders and stakeholders alike.

Board Practices

The Board of Directors meets regularly to consider strategic matters and the overall direction of the Group’s business activities. The Chairman and Non-Executive Directors sit on sub-committees that address specific aspect of governance, including an Audit Committee, a Remuneration Committee and a Nominations Committee. The Directors also interact as required between formal meetings and are clear in their role of setting standards and procedures for the whole Group to maintain effective and appropriate standards of conduct. The Board leads on setting and evolving Group strategy and on framing the Group’s approach to identifying and evaluating risks and opportunities. The Group maintains a Risk Register.

Docusign Envelope ID: 56709A7E-DFB6-4FFB-AD65-5C572B1DB0B4

GSTECHNOLOGIES LTD.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE REPORT

For the financial year ended 31 March 2024

Environmental Criteria

Carbon Footprint

GST has demonstrated a strong commitment to environmental sustainability through a range of initiatives aimed at reducing its carbon footprint and promoting energy efficiency. The Board has put in place a process for executive management to assess likely future climate-related impacts throughout the Group and to bring to the Board key findings and issues for attention. This includes a review of impacts on the Group’s own products and services, its supply chain, and its general operating environment.

Overseas travel contributes significantly to GST's carbon footprint. Travel data, including flight distances and passenger numbers, were obtained from our travel expense reports. The following metrics detail our efforts to monitor and reduce emissions associated with air travel:

CO 2 Emissions: 64.8 tonnes
Travel Details:
- Route: Singapore (SIN) to London (LHR)
- Roundtrip Distance: Approximately 21,800 km
- Class: 2 Premium Economy and 4 Economy
- Number of Overseas Travels: 2 trips per year
- Number of Travellers: 6

Similarly, employees utilizing taxis and metro trains incurred an average cost of US$ 5.50 per trip. This figure reflects both direct costs borne by employees and indirect implications for company expenditure related to commuting solutions. We analysed transportation data for employees commuting via taxis and metro trains during a typical workweek comprising five days. The average cost per trip was calculated based on average expenditures recorded over the specified period.

Initiatives to Reduce Environmental Impact

Virtual Meetings: Increased use of virtual meeting platforms to reduce the need for international travel. Almost all of the meetings of the Board and its Committees are held virtually.
Travel Policies: Encouraged employees to choose direct flights where possible and to combine multiple meetings into single trips to minimize travel frequency.
Hybrid work set up: Sustainable urban mobility solutions, contributing to reduced carbon emissions and congestion in metropolitan areas.

Climate Policies

Utilization of digital and soft copies to minimize paper usage. Transitioning to electronic formats to reduces the demand for printed copies.
Adopting electronic signature solutions enables the signing of documents digitally, eliminating the necessity for printing contracts, agreements, and forms.
Leveraging cloud storage platforms (e.g., Google Drive, Microsoft OneDrive, Dropbox) and collaboration tools (e.g., Microsoft Teams, Zoom) facilitates real-time document editing and sharing, reducing reliance on printed materials.

Docusign Envelope ID: 56709A7E-DFB6-4FFB-AD65-5C572B1DB0B4

GSTECHNOLOGIES LTD.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE REPORT

For the financial year ended 31 March 2024

Natural Resource Conservation

Through the implementation of energy-efficient office equipment and facilities, we aim to minimize our environmental footprint while maximizing operational efficiency. Our adoption of a hybrid work setup not only enhances employee flexibility and productivity but also optimizes office energy consumption by reducing overall facility usage.

Water and Electricity Consumption

Throughout the year, GST utilized 6,106 kWh of electricity and 18.1 cubic meters of water, managing consumption efficiently across our facilities spanning a total of 548 square meters office floor area. This figure represents our conscientious efforts to optimize energy and water usage across our operations, employing energy-efficient technologies and practices wherever feasible.

Electricity: 6,106 kWh
Water: 18.1 cubic meters
Office Floor Area: 548 square meters combined for Singapore and UK subsidiaries

Social Criteria

GST prioritizes the well-being and development of its employees, fostering an inclusive and supportive workplace culture. The company has implemented comprehensive equality and inclusion policies, resulting in a workforce that is 40% female and 60% male. GST has implemented policies to ensure equal opportunities for all employees, regardless of gender, race, religion or background.

Gender Distribution:
- Female: 14
- Male: 22
Race Ethnicity:
- Chinese: 25
- Indian: 1
- Other Asian: 2
- European: 6
- Brazilian: 1
- Columbian: 1

Docusign Envelope ID: 56709A7E-DFB6-4FFB-AD65-5C572B1DB0B4

GSTECHNOLOGIES LTD.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE REPORT

For the financial year ended 31 March 2024

Employee Benefits

GST is committed to ethical business practices and human rights. The Company adheres to strict labor standards, ensuring fair wages and safe working conditions for all employees. GST has also established a comprehensive supply chain management system to monitor and address any potential human rights violations. By upholding these standards, the Company not only ensures compliance with international regulations but also reinforces its commitment to social justice and ethical conduct.

Statutory Contributions

At GST, we recognize the importance of adhering to all government statutory contributions for our employees across all subsidiaries, in accordance with the applicable labour laws in each jurisdiction where we operate. Ensuring compliance with these regulations is integral to our commitment to responsible corporate citizenship and sustainable business practices. We ensure that all required contributions, including but not limited to pensions, healthcare, and social security, are diligently managed and disbursed for our employees in compliance with local laws.

Defined contribution scheme for pension
National Insurance Contributions
Central Provident Fund (CPF) Contributions
Skills Development Levy (SDL)
Foreign Worker Levy
Work Injury Compensation Insurance

Subsidiary Operations

Across our subsidiaries, located in various jurisdictions, the Group upholds uniform standards of compliance with regard to statutory employee benefits.

Leaves: Annual leave, medical leave, hospitalization leave, maternity leave, paternity leave, compassionate leave, birthday leave, marriage leave
Work Environment: Flexible working arrangements
Working Hours: 8 hours per day, 5 days a week

Social Vulnerability

The Company is committed to ensuring the health and safety of its employees. Education and training are central to GST's social responsibility agenda. The Company has launched a range of skill development programs aimed at enhancing the capabilities of its workforce and supporting local talent. Through partnerships with educational institutions, GST provides internships, and mentorship opportunities, helping to bridge the skills gap and prepare the next generation of industry professionals.

Corporate Social Responsibility

Employer volunteerism is encouraged in the past year.# ENVIRONMENTAL, SOCIAL AND GOVERNANCE REPORT

For the financial year ended 31 March 2024

These efforts reflect GST's commitment to making a positive impact on the communities in which it operates.
* Donations: Contributions to Singapore Cancer Society and Salvation Army Singapore

Board of Directors Diversity

GST is committed to fostering diversity within its board composition to enhance varied perspectives and expertise. Recognizing the invaluable contributions of diverse backgrounds, experiences, and skills, the Company actively promotes inclusivity across its leadership. By cultivating a board that reflects a wide range of perspectives, the Group ensures robust decision-making processes that are sensitive to global markets and societal dynamics, ultimately driving sustainable growth and innovation in the fintech sector.

The table below summarises the mix of people by ethnicity and gender across leadership positions in the Group. The Board recognises that it has good ethnic and cultural diversity, but lacks female representation. The Group is mindful of this and, whilst always filling vacancies on the basis of the best available talent and experience, now aims to ensure that short-lists for senior roles include at least one female candidate.

	Number of Board Members	%	Number of Senior positions	Number of Executive Managers	%
Men	6	100%	6	6	100%
Women	-	-	-	-	-
Other	-	-	-	-	-
Asian	4	67%	4	4	67%
Mixed ethnicity	-	-	-	-	-
White/European	2	33%	2	2	33%
Black/African	-	-	-	-	-
Other	-	-	-	-	-

INDEPENDENT AUDITOR’S REPORT

For the financial year ended 31 March 2024

Opinion

We have audited the financial statements of GS Technologies Limited (the “Company”) and its subsidiary undertakings (together referred to as the “Group”) for the year ended 31 March 2024, which comprise:

the consolidated statement of comprehensive income for the year ended 31 March 2024.
the consolidated and the Company statement of financial position as at 31 March 2024;
the consolidated statement of cash flows for the year ended 31 March 2024;
the consolidated and the Company statement of changes in equity for the year ended 31 March 2024; and
notes to the financial statements, which include a summary of significant accounting policies and other explanatory information.

The financial reporting framework that has been applied in the preparation of the Group financial statements is applicable law and International Accounting Standards.

In our opinion:

the financial statements give a true and fair view of the state of the Group’s and the Company’s affairs as at 31 March 2024 and of the Group’s loss for the year then ended; and
the Group financial statements have been properly prepared in accordance with UK adopted International Accounting Standards;

Our audit opinion is consistent with our reporting to the audit committee.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report.

Independence

We remained independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, as applicable to listed public interest entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. To the best of our knowledge and belief, we declare that non-audit services prohibited by the FRC’s Ethical Standard were not provided. We have provided no non-audit services to the Company or its controlled undertakings in the period under audit.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the director's use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Our evaluation of the directors’ assessment of the Group’s ability to continue to adopt the going concern basis of accounting included carrying out a risk assessment which covered the nature of the group, its business model and related risks including where relevant the impact of Coronavirus, the requirements of the applicable financial reporting framework and the system of internal control.

We evaluated the directors’ assessment of the group’s ability to continue as a going concern, including challenging the underlying data and key assumptions used to make the assessment, and evaluated the directors’ plans for future actions in relation to their going concern assessment. Additionally, we reviewed and challenged the results of management’s stress testing, to assess the reasonableness of economic assumptions on the Group’s solvency and liquidity position.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company’s or Group’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Overview of our audit approach

Materiality

In planning and performing our audit we applied the concept of materiality. An item is considered material if it could reasonably be expected to change the economic decisions of a user of the financial statements. We used the concept of materiality to both focus our testing and to evaluate the impact of misstatements identified.

Based on our professional judgement, we determined overall materiality for the financial statements to be $110,956, based on 2% of gross assets for the year. We use a different level of materiality (‘performance materiality’) to determine the extent of our testing for the audit of the financial statements. Performance materiality is set based on the audit materiality as adjusted for the judgements made as to the entity risk and our evaluation of the specific risk of each audit area having regard to the internal control environment. We determined performance materiality to be $83,217.

Where considered appropriate performance materiality may be reduced to a lower level, such as, for related party transactions and directors’ remuneration. We agreed with the Audit Committee to report to it all identified errors in excess of $5,548. Errors below that threshold would also be reported to it if, in our opinion as auditor, disclosure was required on qualitative grounds.

Overview of the scope of our audit

In establishing our overall approach to the Group audit, we determined the type of work that needed to be undertaken at the significant component by us, as the primary audit engagement team. For the full scope component in the United Kingdom and in overseas, we determined the appropriate level of involvement to enable us to determine that sufficient audit evidence had been obtained as a basis for our opinion on the Group as a whole. We engaged with the component auditors at all stages during the audit process and directed the audit work on the UK and non-UK subsidiary undertakings. We directed the component auditor regarding the audit approach at the planning stage, issued instructions that detailed the significant risks to be addressed through the audit procedures and indicated the information we required to be reported on. This, together with the additional procedures performed at Group level, gave us appropriate evidence for our opinion on the Group financial statements.

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance on our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) that we identified, including those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit; and directing the efforts of the engagement team.

Key audit matter	How our audit addressed the key audit matter
Revenue Recognition	There is a presumed risk of fraud or error in respect of revenue recognition. We carried out procedures to test revenue and to consider whether the application of the revenue recognition policy was appropriate. There was no revenue generated within the company financial statements. Audit work on revenue in relation to the rest of the group entities was carried out by the component auditors, whose work we have reviewed as a part of our audit procedures.
Management override of controls	There is a presumed risk that management is able to override controls. We have reviewed journal adjustments and the rationale behind them and have considered whether these have been subject to potential management bias. From our procedures carried out no adverse issues were identified with regards to management override of controls.
Going concern assumption	The Group is dependent upon its ability to generate sufficient cash flows to meet continued operational costs and hence continue trading. Going concern was addressed as a key audit matter and has been addressed within the ‘conclusions’ relating to going concern’ section of the audit report.
Impairment of investment in subsidiaries	The group holds investments in subsidiaries at cost.

For the financial year ended 31 March 2024

Key Audit Matters

There was a risk that investments in group companies are impaired and so investment values may be misstated in the parent company. We have reviewed the consolidated financials of the subsidiary undertaking and reviewed the performance to date. We reviewed the latest management accounts post year end for the subsidiary; We have reviewed the long term cashflow forecasts prepared and understood and assessed the methodology used by the directors in this analysis and determined it to be reasonable; We tested the assumptions made by management through performing sensitivity analysis through changing the assumptions used and re-running the cash flow forecast.

Docusign Envelope ID: 56709A7E-DFB6-4FFB-AD65-5C572B1DB0B4

GSTECHNOLOGIES LTD.

INDEPENDENT AUDITOR’S REPORT

For the financial year ended 31 March 2024

24 Intangible Assets valuation

During the year the group developed crypto trading platform and capitalised the costs of development as at balance sheet date. To obtain assurance that intangibles existed, and these were accurately stated in financial statements, we have performed test of details. No issue noted regarding intangible existence and accuracy

In addition, to above audit work we have obtained management’s impairment workings and reviewed these workings to check whether there were any indicators of impairment as at year. Based work performed and assurance obtained there were factors existed at balance sheet date which would indicate that intangibles assets were impaired and an impairment loss of $89k has been recognised in financial statement as at 31st March 2024.

Recoverability of Intercompany/ Related parties

There was material related party receivable in parent company’s balance sheet date. There is a risk that this balance may not be recoverable. To obtain assurance that related party receivable was recoverable and existed, we obtained related party balance confirmations and vouched post year receipts from related parties. We have reviewed post year end receipts from the related part and obtained balance confirmation letters from related parties. Based work performed it appears that related parties receivable balance was fairly stated in financial statements.

Other assets valuation

As at balance sheet date the group had Diamonds stock on its balance sheet. There was a risk that the value of demands misstatement in financial statements. We have reviewed the supporting valuation and post yearend sales documentations. Based on work performed we didn’t find any material issue regarding the existence and valuation of other assets.

Risk of non-compliance with FCA Regulation

One of the group subsidiaries (Angra Limited) is trading in foreign exchange in the UK. There is risk that group may not be following FCA regulations for client money. We have reviewed legal and professional fees ledger and correspondence with FCA in the year and in post year end period. Based on work performed no issue noted regarding compliance of FCA regulations.

Other Information

The other information comprises the information included in the annual report other than the financial statements and our auditor’s report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing

Docusign Envelope ID: 56709A7E-DFB6-4FFB-AD65-5C572B1DB0B4

GSTECHNOLOGIES LTD.

INDEPENDENT AUDITOR’S REPORT

For the financial year ended 31 March 2024

25

Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements, or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. In this context, matters that we are specifically required to report to you as uncorrected material misstatements of the other information include where we conclude that:

Fair, balanced and understandable – the statement given by the directors that they consider the annual report and financial statements taken as a whole is fair, balanced and understandable and provides the information necessary for shareholders to assess the groups’ position and performance, business model and strategy, is materially inconsistent with our knowledge obtained in the audit; or
Audit committee reporting - the section describing the work of the audit committee does not appropriately address matters communicated by us to the audit committee;

We have nothing to report in respect of these matters.

Responsibilities of the directors for the financial statements

As explained more fully in the directors’ responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the Company and Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or to cease operations, or have no realistic alternative but to do so.

Auditor’s Responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below:

Docusign Envelope ID: 56709A7E-DFB6-4FFB-AD65-5C572B1DB0B4

GSTECHNOLOGIES LTD.

INDEPENDENT AUDITOR’S REPORT

For the financial year ended 31 March 2024

26

We obtained an understanding of the legal and regulatory frameworks within which the Group operates, focusing on those laws and regulations that have a direct effect on the determination of material amounts and disclosures in the financial statements. The laws and regulations we considered in this context were relevant company law and taxation legislation in the UK and jurisdictions in which the Group operates.
We identified the greatest risk of material impact on the financial statements from irregularities, including fraud, to be the override of controls by management. Our audit procedures to respond to these risks included enquiries of management about their own identification and assessment of the risks of irregularities, sample testing on the posting of journals, and reviewing accounting estimates for biases.

There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances on non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion. Our audit testing might include testing complete populations of certain transactions and balances. However, it typically involves selecting a limited number of items for testing, rather than testing complete populations. We will often seek to target particular items for testing based on their size or risk characteristics. In other cases, we will use audit sampling to enable us to draw a conclusion about the population from which the sample is selected. A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

Appointment

We were appointed by the board on 16 December 2022 to audit the financial statements. Our total uninterrupted period of engagement is 2 years.

Use of our report

This report is made solely to the Company’s members in accordance with the engagement our letter. Our audit work has been undertaken so that we might state to the Company’s members those matters we are required to state to them in an auditor’s report and for no other purpose.To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
BENJAMIN BIDNELL
For and on behalf of SHIPLEYS LLP
Chartered Accountants and Statutory Auditor
10 Orange Street, Haymarket, London, WC2H 7DQ
Docusign Envelope ID: 56709A7E-DFB6-4FFB-AD65-5C572B1DB0B4
23 July 2024

GSTECHNOLOGIES LTD.

CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND COMPREHENSIVE INCOME

For the financial year ended 31 March 2024

Net operating income	Notes	2024 US$'000	2023 US$'000
Sales	6	1,466	442
Other income		88	1
		1,554	443
Net operating expense
Continuing Operations	7	(2,535)	(1,627)
Foreign exchange loss		(242)	(25)
Operating loss		(1,223)	(1,209)
Income tax expense	18	-	(21)
Net loss for the year		(1,223)	(1,230)
Discontinued operations
Loss for the year from discontinued operations		-	(398)
Total comprehensive loss for the year		(1,223)	(1,628)
Other comprehensive (gain)/loss
Movement in foreign exchange reserve		1,370	(187)
Total comprehensive income/(loss) for the year		147	(1,815)

Net Loss for the year attributable to:
Equity holders for the parent		(1,236)	(1,628)
Non-controlling interest	20	13	-
		(1,223)	(1,628)
Total comprehensive income/(loss) for the year attributable to:
Equity holders for the parent		134	(1,815)
Non-controlling interest	20	13	-
		147	(1,815)

(Loss)/Earnings per share attributable to members of the Parent
Basic (loss) per share	10	(0.00064)	(0.00104)
Diluted (loss) per share	10	(0.00064)	(0.00104)

Docusign Envelope ID: 56709A7E-DFB6-4FFB-AD65-5C572B1DB0B4

GSTECHNOLOGIES LTD.

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

For the financial year ended 31 March 2024

ASSETS	Notes	2024 US$'000	2023 US$'000
Current assets
Cash and cash equivalents	12	2,611	4,252
Trade and other receivables	13	607	78
Other Assets		276	276
Inventories	14	10	-
Total current assets		3,504	4,606
Non-current assets
Property, plant and equipment	15	280	95
Intangible Assets	16	3,713	1,996
Total non-current assets		3,993	2,090
TOTAL ASSETS		7,497	6,697
EQUITY
Share Capital	19	10,563	8,281
Treasury Shares		(808)	(808)
Reserves		368	(1,002)
Retained Earnings		(3,824)	(2,601)
Non-controlling equity interest		(52)	-
Total Equity		6,247	3,870
Equity attributable to owners of the parent		6,195	3,870
Non-controlling equity interest	20	52	-
		6,247	3,870
LIABILITIES
Current liabilities
Trade and other payables	21	1,034	2,446
Lease Liabilities	15	69	43
Loans payable	22	-	297
Total current liabilities		1,103	2,786
Non-current liabilities
Lease Liabilities	15	102	-
Loans payable	22	41	41
Other payable		4	-
Total current liabilities		147	41
Total Liabilities		1,250	2,827
TOTAL EQUITY & LIABILITIES		7,497	6,697

Docusign Envelope ID: 56709A7E-DFB6-4FFB-AD65-5C572B1DB0B4

GSTECHNOLOGIES LTD.

CONSOLIDATED STATEMENT OF CASH FLOWS

For the financial year ended 31 March 2024

CASH FLOWS FROM OPERATING ACTIVITIES	Notes	2024 US$'000	2023 US$'000
Loss before taxation from operations		(1,223)	(1,944)
Adjustments:
Depreciation of property, plant and equipment		69	116
Impairment		106	-
Interest expense on lease		3	-
Income tax		-	-
Exchange loss		(52)	-
Operating loss before working capital changes		(1,097)	(1,828)
Decrease/(Increase) in inventories		(10)	39
Decrease/(Increase) in trade and other receivables		(529)	2,367
(Decrease)/Increase in trade and other payables		(1,412)	1,531
Net cash flow used in operating activities		(3,048)	2,109
CASH FLOWS FROM INVESTING ACTIVITIES
Disposal (Addition) of property, plant and equipment		(254)	59
Decrease in capital work in progress		-	32
Gain on disposal of subsidiary		-	337
Intangible Assets		(1,823)	(1,952)
Net cash flow from investing activities		(2,077)	(1,524)
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of new shares		2,282	486
Treasury Shares		-	(808)
Principal elements of lease payments		129	(65)
Decrease in loans payable		(297)	(863)
Forex reserves		1,370	(187)
Net cash flow from financing activities		3,484	(1,437)
Net increase/(decrease) in cash and cash equivalents		(1,641)	(852)
Cash and cash equivalents at beginning of the year		4,252	5,104
Cash and cash equivalents at end of the year	12	2,611	4,252

Docusign Envelope ID: 56709A7E-DFB6-4FFB-AD65-5C572B1DB0B4

GSTECHNOLOGIES LTD.

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the financial year ended 31 March 2024

2024

	Shareholder Capital	FX Reserve	Retained Earnings	Treasury Shares	Total
CONSOLIDATED
Balance at 1 April 2023	8,281	(1,002)	(2,601)	(808)	3,870
Comprehensive Income
Loss for the year	-	-	(1,223)	-	(1,223)
Non-controlling interest	-	-	(52)	-	(52)
Other comprehensive	-	1,370	-	-	1,370
gain for the year
Total comprehensive	-	1,370	(1,275)	-	147
gain for the year
Transactions with owners in their capacity as owners:
Shares issued during the year	2,282	-	-	-	2,282
	2,282	-	-	-	2,282
Balance at 31 March 2024	10,563	368	(3,876)	(808)	6,247

2023

	Shareholder Capital	FX Reserve	Retained Earnings	Treasury Shares	Total
US$'000	US$'000	US$'000	US$'000	US$'000	US$'000
CONSOLIDATED
Balance at 1 April 2022	6,007	(815)	(973)	-	(1,628)
Comprehensive Income
Loss for the year	-	-	(1,628)	-	(1,628)
Other comprehensive	-	(187)	-	-	(187)
loss for the year
Total comprehensive	-	(187)	(1,628)	-	(1,815)
loss for the year
Transactions with owners in their capacity as owners:
Shares issued during the year	486	-	-	(808)	(322)
	486	-	-	(808)	(322)
Balance at 31 March 2023	8,281	(1,002)	(2,601)	(808)	3,870

Docusign Envelope ID: 56709A7E-DFB6-4FFB-AD65-5C572B1DB0B4

7,795

GSTECHNOLOGIES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the financial year ended 31 March 2024

The accompanying notes form an integral part of these consolidated financial statements

1. General Information

1.1 Corporate information

The consolidated financial statements of GSTechnologies Ltd (the “Company”) and its subsidiaries (collectively referred to as the “Group”) for the financial year ended 31 March 2024 were authorised for issue in accordance with a resolution of the Directors on 23 July 2024. The shares of the Company are publicly traded on London Stock Exchange. The registered office of GSTechnologies Ltd, the ultimate parent of the Group, is Ritter House, Wickhams Cay II, Tortola VG1110, British Virgin Islands. The principal activity of the Group is data infrastructure, storage and technology services.

2. Basis of preparation

The consolidated financial statements of the Group have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by United Kingdon Accounting Standards, including Financial Reporting Standard 102, The Financial Reporting Standard applicable in the United Kingdon and the Companies Act 2006 as they apply to the financial statements of the Group for the year ended 31 March 2024. The consolidated financial statements have been prepared on a historical cost convention basis, except for certain financial instruments that have been measured at fair value. The consolidated financial statements are presented in US dollars and all values are rounded to the nearest thousand except when otherwise indicated.

2.1 Consolidation

The consolidated financial statements comprise the financial statements of the Group as at 31 March 2024, and for the year then ended. Subsidiaries are fully consolidated from the date of acquisition, being the date on which the Group obtains control, and continue to be consolidated until the date when such control ceases. The financial statements of the subsidiaries are prepared for the same reporting period as the GSTechnologies Ltd. (parent company), using consistent accounting. All intra-group balances, transactions, unrealised gains and losses resulting from intra-group transactions and dividends are eliminated in full. Total comprehensive income within a subsidiary is attributed to the non-controlling interest even if it results in a deficit balance. A change ownership interest of a subsidiary, without a loss of control, is accounted for as an equity transaction.

Business Combinations

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

Docusign Envelope ID: 56709A7E-DFB6-4FFB-AD65-5C572B1DB0B4

GSTECHNOLOGIES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the financial year ended 31 March 2024

The accompanying notes form an integral part of these consolidated financial statements

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.# GSTECHNOLOGIES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the financial year ended 31 March 2024

The accompanying notes form an integral part of these consolidated financial statements

Significant accounting judgements, estimates and assumptions

The preparation of the Group’s consolidated financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Estimates and assumptions are continuously evaluated and are based on management’s experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. However, actual outcomes would differ from these estimates if different assumptions were used and different conditions existed. In particular, the Group has identified the following areas where significant judgements, estimates and assumptions are required, and where actual results were to differ, may materially affect the financial position or financial results reported in future periods. Further information on these and how they impact the various accounting policies is located in the relevant notes to the consolidated financial statements.

Going concern

This report has been prepared on the going concern basis, which contemplates the continuation of normal business activity and the realisation of assets and the settlement of liabilities in the normal course of business. At 31 March 2024, the Group held cash reserves of U$2,611,000 (2023: U$4,252,000). The Directors believe that there are sufficient funds to meet the Group’s working capital requirements. The Group recorded a loss of US$1.22 million for the year ended 31 March 2024 and had net assets of US$6.24 million as at 31 March 2024 (2023: loss of $1.63 million and net assets of US$3.87 million). With the disposal of the unprofitable subsidiary EMS, the continuing subsidiaries will be Angra Ltd, GS Fintech subsidiaries and acquisition of Semnet Pte Ltd, which are expected to contribute profit to the Group.

Accruals

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

Contingencies

By their nature, contingencies will only be resolved when one or more uncertain future events occur or fail to occur. The assessment of the existence, and potential quantum, of contingencies inherently involves the exercise of significant judgement and the use of estimates regarding the outcome of future events. Please refer to Note 24 for further details.

Docusign Envelope ID: 56709A7E-DFB6-4FFB-AD65-5C572B1DB0B4

GSTECHNOLOGIES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the financial year ended 31 March 2024

The accompanying notes form an integral part of these consolidated financial statements

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

Judgements made in applying accounting policies

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

Key sources of estimation uncertainty

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

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

ECLs are unbiased probability-weighted estimates of credit losses which are determined by evaluating a range of possible outcomes and taking into account past events, current conditions and assessment of future economic conditions. The Company uses a provision matrix to calculate ECLs for trade receivables and contract assets. The provision rates are based on days past due for groupings of various customer segments that have similar loss patterns. The provision matrix is initially based on the Company’s historical observed default rates. The Company will calibrate the matrix to adjust historical credit loss experience with forward-looking information. At every reporting date, historical default rates are updated and changes in the forward-looking estimates are analysed. The assessment of the correlation between historical observed default rates, forecast economic conditions and ECLs is a significant estimate. The amount of ECLs is sensitive to changes in circumstances and of forecast economic conditions. The Company’s historical credit loss experience and forecast of economic conditions may also not be representative of customer’s actual default in the future. The carrying amount of the Company’s trade receivables at the end of the reporting period is disclosed in Note 13 to the financial statements.

Allowance for inventory obsolescence

The Company reviews the ageing analysis of inventories at each reporting date and makes provision for obsolete and slow-moving inventory items identified that are no longer suitable for sale. The net realisable value for such inventories are estimated based on the most reliable evidence available at the reporting date. These estimates take into consideration market demand, competition, selling price and cost directly relating to events occurring after the end of the financial year to the extent that such events confirm conditions existing at the end of the financial year. Possible changes in these estimates could result in revisions to the valuation of inventories. The carrying amounts of the Company’s inventories at the reporting date are disclosed in Note 14 to the financial statements.

Docusign Envelope ID: 56709A7E-DFB6-4FFB-AD65-5C572B1DB0B4

GSTECHNOLOGIES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the financial year ended 31 March 2024

The accompanying notes form an integral part of these consolidated financial statements

4. Adoption of new and amended standards and interpretations

The Group adopted all of the new and revised Standards and Interpretations issued by the IASB that are relevant to its operations and effective for annual reporting periods beginning on or after 1 April 2021. It has been determined by the Group, there is no impact, material or otherwise, of the new and revised standards and interpretations on its business and therefore no change is necessary to Group accounting policies. Any new or amended Accounting Standards or Interpretations that are not yet mandatory have not been early adopted.

5. Summary of significant accounting policies

Plant and equipment

Plant and equipment are shown at cost less accumulated depreciation and impairment losses. The initial cost of an asset comprises its purchase price or construction cost, any costs directly attributable to bringing the asset into operation, any incidental cost of purchase, and associated borrowing costs. The purchase price or construction cost is the aggregate amount paid and the fair value of any other consideration given to acquire the asset. Directly attributable costs include employee benefits, professional fees and costs of testing whether the asset is functioning properly. Capitalised borrowing costs include those that are directly attributable to the construction of assets. Property, plant and equipment relate to plant, machinery, fixtures and fittings and are shown at historical cost less accumulated depreciation and impairment losses. Depreciation of property, plant and equipment are computed on a straight-line basis over the estimated useful life of the assets. The depreciation rates applied to each type of asset are as follows:

Computers and Software 3 years
Fixtures and office equipment 3 years
Lease Improvements 5 years

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

Inventories

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

Docusign Envelope ID: 56709A7E-DFB6-4FFB-AD65-5C572B1DB0B4

GSTECHNOLOGIES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the financial year ended 31 March 2024

The accompanying notes form an integral part of these consolidated financial statements

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 and Liabilities

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

(ii) Subsequent measurement

Debt instruments

Subsequent measurement of debt instruments depends on the Company’s business model for managing the asset and the contractual cash flow characteristics of the asset. The Company only has debt instruments at amortised cost. Financial assets that are held for the collection of contractual cash flows where those cash flows represent solely payments of principal and interest are measured at amortised cost. Financial assets are measured at amortised cost using the effective interest method, less impairment. Gains and losses are recognised in profit or loss when the assets are derecognised or impaired, and through the amortisation process. Debt instruments of the Company comprise cash and cash equivalents and trade and other receivables.

Equity instruments

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

(iii) Derecognition

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

(b) Financial liabilities

(i) Initial recognition and measurement

Financial liabilities are recognised when, and only when, the Company becomes a party to the contractual provisions of the financial instrument. The Company determines the classification of its financial liabilities at initial recognition. All financial liabilities are recognised initially at fair value plus, in the case of financial liabilities not at FVPL, directly attributable transaction costs.

(ii) Subsequent measurement

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

(iii) Derecognition

A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. On derecognition, the difference between the carrying amounts and the consideration paid is recognised in profit or loss.

Offsetting

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

Cash and cash equivalents

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

Impairment

Financial Assets

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

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

For trade receivables and contract assets, the Company applies a simplified approach in calculating ECLs. Therefore, the Company does not track changes in credit risk, but instead recognises a loss allowance based on lifetime ECLs at each reporting date. The Company has established a provision matrix that is based on its historical credit loss experience, adjusted for forward-looking factors specific to the debtors and the economic environment which could affect debtors’ ability to pay. The Company considers a financial asset in default when contractual payments are past due for more than 90 days. However, in certain cases, the Company may also consider a financial asset to be in default when internal or external information indicates that the Company is unlikely to receive the outstanding contractual amounts in full before taking into account any credit enhancements held by the Company. A financial asset is written off when there is no reasonable expectation of recovering the contractual cash flows.

Non-financial assets

The carrying amounts of the Company’s non-financial assets, other than inventories, are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated. An impairment loss is recognised if the carrying amount of an asset or its related cash-generating unit (CGU) exceeds its estimated recoverable amount. The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less costs to sell. For the purpose of impairment testing, the recoverable amount is determined on an individual asset basis unless the asset does not generate cash inflows that are largely independent of those from other assets. If this is the case, the recoverable amount is determined for the CGU to which the asset belongs. If the recoverable amount of the asset (or CGU) is estimated to be less than its carrying amount, the carrying amount of the asset (or CGU) is reduced to its recoverable amount. The difference between the carrying amount and recoverable amount is recognised as an impairment loss in profit or loss. An impairment loss for an asset other than goodwill is reversed only if, there has been a change in the estimates used to determine the asset’s recoverable amount since the last impairment loss was recognised. The carrying amount of this asset is increased to its revised recoverable amount, provided that this amount does not exceed the carrying amount that would have been determined (net of any accumulated amortisation or depreciation) had no impairment loss been recognised for the asset in prior years. A reversal of impairment loss for an asset other than goodwill is recognised in profit or loss.

Trade and other payables

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

Interest-bearing loans and borrowings

Interest-bearing loans and borrowings are recognised initially at fair value, net of transaction costs incurred.# GSTECHNOLOGIES LTD. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the financial year ended 31 March 2024

The accompanying notes form an integral part of these consolidated financial statements

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.

Docusign Envelope ID: 56709A7E-DFB6-4FFB-AD65-5C572B1DB0B4

GSTECHNOLOGIES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the financial year ended 31 March 2024
The accompanying notes form an integral part of these consolidated financial statements

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.

Docusign Envelope ID: 56709A7E-DFB6-4FFB-AD65-5C572B1DB0B4

GSTECHNOLOGIES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the financial year ended 31 March 2024
The accompanying notes form an integral part of these consolidated financial statements

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 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.

Docusign Envelope ID: 56709A7E-DFB6-4FFB-AD65-5C572B1DB0B4

GSTECHNOLOGIES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the financial year ended 31 March 2024
The accompanying notes form an integral part of these consolidated financial statements

6. Revenue

	2024	2023
Sales	613	-
Transfer Fees and Charges	853	442
	1,466	442

Sales recorded up to 31 March 2024 are intercompany revenue for GS Fintech Pte. Ltd. and third party sales from newly acquired subsidiary, Semnet Pte. Ltd. Transaction fees and charges are from Angra Ltd and GS Fintech UAB.

7.# GSTECHNOLOGIES LTD. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the financial year ended 31 March 2024

The accompanying notes form an integral part of these consolidated financial statements

8. Key management personnel

	2024	2023
US$’000	US$’000	US$’000
Directors’ emoluments	462	442

9. Employee cost

	2024	2023
US$’000	US$’000	US$’000
Wages and salaries	288	829
Wages and salaries – Cost of sales	-	836
Staff welfare and other employee costs	67	163
Total	355	2,538

The average number of employees of the Group are 36 and 48 for 2024 and 2023 respectively.

Docusign Envelope ID: 56709A7E-DFB6-4FFB-AD65-5C572B1DB0B4

10. Earnings per share

	2024	2023
US$’000	US$’000	US$’000
Loss for the period attributable to members	(1,223)	(1,628)
Basic weighted average number of ordinary shares in issue	1,851,424,219	1,563,152,455
Basic loss per share-cents	(0.00064)	(0.00104)
Diluted loss per share-cents	(0.00064)	(0.00104)

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.

11. Segment Reporting

The consolidated entity’s operating segments have been determined with reference to the monthly management accounts used by the chief operating decision maker to make decisions regarding the consolidated entity’s operations and allocation of working capital. Due to the size and nature of the consolidated entity, the Board as a whole has been determined as the chief operating decision maker. The consolidated entity operates in one business segment, being information data technology and infrastructure. The revenues and results are those of the consolidated entity as a whole and are set out in the statement of profit and loss and other comprehensive income. The segment assets and liabilities of this segment are those of the consolidated entity and are set out in the Statement of Financial Position.

12. Cash and cash equivalents

	2024	2023
US$’000	US$’000	US$’000
Cash at bank	2,611	4,252

Docusign Envelope ID: 56709A7E-DFB6-4FFB-AD65-5C572B1DB0B4

GSTECHNOLOGIES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the financial year ended 31 March 2024

The accompanying notes form an integral part of these consolidated financial statements

13. Trade and other receivables

	2024	2023
US$'000	US$'000	US$'000
Trade receivables	216	19
Less: Allowance for expected credit loss	-	-
	216	19
Advances to supplier	-	-
Due from related party	186	-
Other receivables	205	59
	607	78

14. Inventories

Inventories are valued at the lower of cost and net realisable value. Semnet Pte Ltd. inventory as at 31 March 2024.

	2024	2023
US$’000	US$’000	US$’000
Inventories	10	-
Less: Allowance for inventory obsolescence	-	-
	10	-

15. Property, plant and equipment

	Building and improvts US$’000	Furniture & Office Equipment US$’000	Software US$’000	Vehicle US$’000	Total US$’000
Cost
As at 31 March 2022	403	52	581	-	139
Additions / Transfer in	-	106	12	-	-
Disposal / Write-off	(264)	(148)	(474)	-	(131)
Forex translation	(13)	(3)	(33)	-	(8)
As at 31 March 2023	126	7	86	-	-
Additions / Transfer in	202	14	85	115	-
Disposal / Write-off	(126)	(7)	-	-	-
Forex translation	-	-	-	-	-
As at 31 March 2024	202	14	171	115	-
Accumulated depreciation
As at 31 March 2022	296	52	474	-	83
Additions / Transfer in	82	11	18	-	5
Disposal / Write-off	(279)	(53)	(430)	-	(84)
Forex translation	(16)	(3)	(28)	-	(4)
As at 31 March 2023	83	7	34	-	-
Additions / Transfer in	14	2	53	-	-
Disposal / Write-off	(68)	(7)	-	-	-
Forex translation	-	-	77	27	-
As at 31 March 2024	29	2	164	27	-
Net book value
As at 31 March 2023	43	-	52	-	-
As at 31 March 2024	173	12	7	88	-

Docusign Envelope ID: 56709A7E-DFB6-4FFB-AD65-5C572B1DB0B4

GSTECHNOLOGIES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the financial year ended 31 March 2024

The accompanying notes form an integral part of these consolidated financial statements

Lease liabilities recognized in the balance sheet

The balance sheet shows the following amounts relating to lease liabilities

	2024	2023
US$’000	US$’000	US$’000
Current	69	43
Non-current	102	-
	171	43

Amounts recognized in the statement of profit or loss

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

	2024	2023
US$’000	US$’000	US$’000
Depreciation	69	82
Interest expense	3	5
	17	87

16. Intangible Assets

	Trademark US$’000	Goodwill US$’000	Digital Asset US$’000	Software & Licenses US$’000	Total US$’000
As at 31 March 2022	6	38	-	-	44
Additions	-	-	577	1,605	2,182
Impairment	-	-	(230)	-	(230)
As at 31 March 2023	6	38	347	1,605	1,996
Additions	-	1,723	100	-	1,823
Impairment	-	-	(319)	(17)	(336)
As at 31 March 2024	6	1,761	358	1,588	3,713

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

Docusign Envelope ID: 56709A7E-DFB6-4FFB-AD65-5C572B1DB0B4

GSTECHNOLOGIES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the financial year ended 31 March 2024

The accompanying notes form an integral part of these consolidated financial statements

17. Subsidiaries

Details of the Company’s subsidiaries on 31 March 2024 are as follows:

Name of Subsidiary	Place of Incorporation	Proportion of Ownership Interest	Proportion of Voting Power
Golden Saint Technologies (Australia) Pty Ltd	Australia	100	100
GS Fintech Ltd	UK	100	100
GS Fintech Pte Ltd	Singapore	100	100
Angra Limited	UK	100	100
GS Fintech UAB	Lithuania	100	100
Angra Global Limited	Canada	100	100
Semnet Pte Ltd	Singapore	66.66	66.66

18. Discontinued operations

In the financial year ending 31 March 2023, the Group disposed of its 100% interest its subsidiaries, EMS Wiring Systems Pte Ltd, which management deemed as its non-core business. This strategic decision was made to place greater focus on the Group's key competencies in developing the "GS Fintech" subsidiaries in the UK and Singapore. The financial year ending 31 March 2024 represents the first full-year reporting period as a pure play fintech group following the completion of the disposal of EMS Wiring Systems Pte Ltd in September 2022.

19. Acquisition of subsidiary

On 01 March 2024 the Company acquired 66.66% of the issued share capital of Semnet Pte. Ltd. for US$1.8 million in cash and new shares of no par value in the Company ("Ordinary Shares"). US$800,000 of the total consideration is payable in cash ("Cash Consideration") and the remaining US$1.0 million through the issue of new Ordinary Shares ("Consideration Shares"). US$580,000 of the Cash Consideration has, or will shortly, be paid and the remaining US$220,000 is payable four months from Completion. Semnet had a turnover of US$5.55 million and reported profit before tax of approximately US$0.23 million for financial year end 30 September 2023. The subsidiary’s assets and liabilities as at 31 March 2024 were US$1,069,981 and US$914,611 respectively.

Docusign Envelope ID: 56709A7E-DFB6-4FFB-AD65-5C572B1DB0B4

GSTECHNOLOGIES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the financial year ended 31 March 2024

The accompanying notes form an integral part of these consolidated financial statements

Fair value of net identifiable assets at the date of acquisition amounted to US$115,105 resulting in goodwill on acquisition of US$1,723,270. The goodwill is attributable to high profitability of the acquired business and the significant synergies expected to arise after the acquisition.

20. Taxation

Unrecognised tax losses

Where the realisation of deferred tax assets is dependent on future taxable profits, losses carried forward are recognised only to the extent that business forecasts predict that such profits will be available to the companies in which losses arose. The parent, GSTechnologies Ltd, is not liable to corporation tax in BVI, so it has no provision for deferred tax. However, the subsidiaries are liable to tax to the respective countries they are tax resident.

	2024	2023
US$’000	US$’000	US$’000
Current income tax	-	21
Adjustments for prior year	-	-
Deferred tax expenses	-	-
	-	21

21. Share capital and reserves

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

Authorised Ordinary Shares

	Number of Shares	US$’000
As at 31 March 2023	1,682,032,370	8,281
Issues during the period 1 April 2023 to 31 March 2024	233,189,907	2,282
Total shares issued as at 31 Mar 2023	1,915,222,777	10,563
Treasury Shares during the period 1 April 2023 to 31 March 2024	(60,000,000)	(808)
Total outstanding shares as at 31 Mar 2024	1,855,222,277	9,755

22. Non-controlling equity interest

All entities within the group are currently 100% owned, except for Semnet Pte Ltd, with the remaining 33.34% owned by non-controlling interests.

Docusign Envelope ID: 56709A7E-DFB6-4FFB-AD65-5C572B1DB0B4

GSTECHNOLOGIES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the financial year ended 31 March 2024

The accompanying notes form an integral part of these consolidated financial statements

23. Trade and other payables

	2024	2023
US$’000	US$’000	US$’000
Trade payables	838	2,298
Accruals	139	129
Unearned revenue	-	-
Other payables	57	19
	1,034	2,446

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

24.## Auditor’s remuneration

Fees payable to the company auditors for the services during the financial year include:

Audit of the Company’s annual financial statements:	2024 US$’000	2023 US$’000
(i) Shipleys LLP	42	42
(ii) RDH Accountants	28	-
(iii) Robert Yam Co & PAC	7	67
Total	42	25

25. Loans Payable

Type	Amount US$’000	Interest rate	Current	Non-current
As at 31 March 2024
Convertible loan	-	10% pa	-	-
Bank loan	41	2.5% pa	-	41
Total	41		-	41

Type	Amount US$’000	Interest rate	Current	Non-current
As at 31 March 2023
Convertible loan	285	10% pa	285	-
Bank loan	53	2.5% pa	12	41
Total	338		297	41

Convertible loan was subsequently exercised on 11 Apr 2023.

26. Commitments and contingencies

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

Docusign Envelope ID: 56709A7E-DFB6-4FFB-AD65-5C572B1DB0B4

GSTECHNOLOGIES LTD. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the financial year ended 31 March 2024

The accompanying notes form an integral part of these consolidated financial statements

27. Ultimate controlling parties

The significant shareholders during the financial year are the following:

Persons	Quantity of Ordinary Shares	Percentage of Ordinary Shares
Hargreaves Lansdown (Nominees) Limited	408,358,428	20.68%
Securities Services Nominees Limited	215,840,560	10.93%
HSDL Nominees Limited	174,194,947	8.82%
Interactive Investor Services Nominees Limited	165,958,382	8.41%
James Brearley Crest Nominees Limited	139,358,082	7.06%
Bai Guojin	124,200,000	6.29%
Chong Loong Fatt Garies	122,612,081	6.21%
Wise MPay Pte Ltd	100,000,000	5.07%

28. Related party transactions

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

	2024 US$'000	2023 US$'000
Intercompany revenue	186	-

29. Financial risk management objectives and policies

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

Credit risk

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

Foreign Currency Risk

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

Docusign Envelope ID: 56709A7E-DFB6-4FFB-AD65-5C572B1DB0B4

GSTECHNOLOGIES LTD. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the financial year ended 31 March 2024

The accompanying notes form an integral part of these consolidated financial statements

30. Liquidity risk

Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. Numbers in the table below represent the gross, contractual, undiscounted amount payable in relation to the financial liabilities. The Group monitors its risk to a shortage of funds using a combination of cash flow forecasts, budgeting and monitoring of operational performance.

	On Demand US$’000	Less than three months US$’000	Three to twelve months US$’000	One to five years US$’000	Total US$’000
As at 31 March 2024:
Trade and other payables	1,034	-	-	-	1,034

31. Operating lease commitments

Capital includes equity attributable to the equity holders of the parent. Refer to the statement of changes in equity for quantitative information regarding equity. The Group’s primary objectives when managing capital are to safeguard its ability to continue as a going concern in order to provide returns for shareholders. For details of the capital managed by the Group as at 31 March 2024, please see Note 15. The Group is not subject to any externally imposed capital requirements.

32. Capital management

The Company manages its capital to ensure that it will be able to continue as a going concern while maximising the returns to shareholders through the optimisation of the debt and equity balance. Capital consists of total equity. The directors review the capital structure on an ongoing basis. As a part of the review, the directors consider the cost of capital and the risks associated with each class of capital. Based on the recommendation of the directors, the Company will balance its overall capital structure through the payment of dividends, new share issues as well as the issue of new debts or the redemption of existing debt. There were no changes in the Company’s approach to capital management during the year.

33. Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. A sensitivity analysis is not presented, as all borrowing costs have been capitalised as at 31 March 2024; therefore, profit or loss and equity would have not been affected by changes in the interest rate.

Docusign Envelope ID: 56709A7E-DFB6-4FFB-AD65-5C572B1DB0B4

GSTECHNOLOGIES LTD. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the financial year ended 31 March 2024

The accompanying notes form an integral part of these consolidated financial statements

34. Subsequent Event

On 23 April 2024 the Company raised gross proceeds of US$ 1,578,963 (£1,250,000) through a placing of 119,047,619 Ordinary Shares at a price of 1.05 pence per share.

Docusign Envelope ID: 56709A7E-DFB6-4FFB-AD65-5C572B1DB0B4

GSTECHNOLOGIES LTD. DIRECTORS’ REMUNERATION REPORT For the financial year ended 31 March 2024

The accompanying notes form an integral part of these consolidated financial statements

Directors’ Renumeration Policy and practice

The Group operates on a strictly “capital efficient’ approach and therefore director’s renumeration has been based on conservative market matching rates in order to act in the best interest of the Company during its growth phase. At this time, outside of the existing shareholdings, there are no performance components included in directors’ renumeration. A renumeration committee has been formed to oversee this aspect of the Group’s operations. Remuneration Committee is chaired by Mr. Malcolm Groat and the rest of the board as participating members and are responsible for determining and reviewing compensation arrangements for all Executive Directors. The remuneration Committee is undertaking a strategic review of the structure of the director renumeration to ensure that the correct mix of fixed renumeration and performance-related incentives are provided to maintain the Company’s competitiveness in the corporate marketplace.

Contracts

Directors’ renumeration in its various forms was historically agreed by the Executive Chairman but is now overseen exclusively by the renumeration committee. All contracts are continuous until terminated by either party.

Amounts of emoluments & compensation

Director's Name	Salary US$	CPF US$	Total US$
Tone Goh	104,415	1,283	105,698
Jack Bai	127,905	4,840	132,745
Galvin Bai	82,245	9,526	91,771
Shayne Tan	82,245	9,526	91,771
Malcolm Groat	5,148	-	5,148
Christopher Wellesley	60,629	-	60,629
Total	462,587	25,175	487,762

On behalf of the Board

Tone Goh
Executive Chairman

Docusign Envelope ID: 56709A7E-DFB6-4FFB-AD65-5C572B1DB0B4

GSTECHNOLOGIES LTD – BVI PARENT COMPANY STATEMENT OF FINANCIAL POSITION As at 31 March 2024

The accompanying notes form an integral part of these consolidated financial statements

ASSETS

	2024 US$'000	2023 US$'000
Current assets
Cash and cash equivalents	1,407	2,027
Trade and other receivables	107	1
Inventories	277	277
Total current assets	1,791	2,305
Non-current assets
Intangible Assets	974	1,063
Intercompany receivables	3,428	2,056
Total non-current assets	4,402	3,119
TOTAL ASSETS	6,193	5,424

EQUITY

	2024 US$'000	2023 US$'000
Share Capital	10,563	8,281
Treasury Shares	(808)	(808)
Retained Earnings	(3,658)	(2,446)
Total Equity	6,097	5,027

LIABILITIES

	2024 US$'000	2023 US$'000
Current Liabilities
Trade and other payables	96	397
Intercompany loan	-	-
Total Liabilities	96	397
TOTAL EQUITY & LIABILITIES	6,193	5,424

In accordance with section 408 of the UK Companies Act 2006, the Company is availing itself of the exemption from presenting its individual statement of profit or loss and other comprehensive income. The Company’s gain for the financial year as determined in accordance with IFRS is US$. The Company had no operating cash flows in the period, and therefore no cash flow statement has been prepared.

Docusign Envelope ID: 56709A7E-DFB6-4FFB-AD65-5C572B1DB0B4

GSTECHNOLOGIES LTD – BVI PARENT COMPANY STATEMENT OF PROFIT OR LOSS AND COMPREHENSIVE INCOME For the financial year ended 31 March 2024

The accompanying notes form an integral part of these consolidated financial statements

	2024 US$'000	2023 US$'000
Net operating income
Sales	-	-
Other income	-	-
Net operating expense
Continuing Operations	(826)	(696)
Foreign exchange loss	40	(26)
Impairment of Digital Asset	(89)	(230)
Operating loss	(875)	(952)
Gain on disposal of Subsidiary	-	1,067
Income tax expense	-	-
Net loss for the year	(875)	115
Other comprehensive loss
Movement in foreign exchange reserve	-	-
Total comprehensive loss for the year	(875)	115

Net Loss for the year atttributable to:
Equity holders for the parent (875) 115

Total comprehensive loss for the year atttributable to:
Equity holders for the parent (875) 115

Docusign Envelope ID: 56709A7E-DFB6-4FFB-AD65-5C572B1DB0B4

GSTECHNOLOGIES LTD – BVI PARENT COMPANY STATEMENT OF CHANGES IN EQUITY For the financial year ended 31 March 2024# Consolidated Statement of Changes in Equity

The accompanying notes form an integral part of these consolidated financial statements

54 Shareholder Capital Treasury Shares Retained Earnings Total

PARENT US$'000	US$'000	US$'000	US$'000
Balance at 1 April 2023	8,281	(808)	(2,446)
Comprehensive Loss
Loss for the year	-	-	(1,212)
Other comprehensive loss for the year	-	-	-
Total comprehensive loss for the year	-	-	(1,212)
Transactions with owners in their capacity as owners:
Shares issued during the year	2,282	-
	-	-	-
Balance at 31 March 2024	10,563	(808)	(3,658)

Shareholder Capital Treasury Shares Retained Earnings Total

2023 PARENT US$'000	US$'000	US$'000	US$'000
Balance at 1 April 2022	7,795	-	(2,432)
Comprehensive Loss
Loss for the year	-	-	(14)
Other comprehensive loss for the year	-	-	-
Total comprehensive loss for the year	-	-	(14)
Transactions with owners in their capacity as owners:
Shares issued during the year	486	(808)	-
	486	(808)	-
Balance at 31 March 2023	8,281	(808)	(2,446)

` Docusign Envelope ID: 56709A7E-DFB6-4FFB-AD65-5C572B1DB0B4

AI assistant

GSTechnologies Ltd. — Annual Report (ESEF) 2024

GSTECHNOLOGIES LTD.

CONTENTS

GSTECHNOLOGIES LTD.

BOARD OF DIRECTORS

GSTECHNOLOGIES LTD.

BOARD OF DIRECTORS

GSTECHNOLOGIES LTD.

DIRECTORS’ REPORT

GSTECHNOLOGIES LTD.

DIRECTORS’ REPORT

GSTECHNOLOGIES LTD.

DIRECTORS’ RESPONSIBILITIES STATEMENT

DIRECTORS’ RESPONSIBILITIES STATEMENT

GSTECHNOLOGIES LTD.

CHAIRMAN’S STATEMENT

Angra Global

GSTECHNOLOGIES LTD.

CHAIRMAN’S STATEMENT

GS20 Exchange

For the financial year ended 31 March 2024

Semnet

Other Operations

Fund Raising

Board and People

Current trading

Summary

FINANCIAL REVIEW

For the financial year ended 31 March 2024

For the financial year ended 31 March 2024

Income Analysis

Balance Sheet Analysis

Review of the Business

Risks and Uncertainties

1. Market Conditions and Competition

2. Cyber Risks

3. Foreign Exchange Rate Fluctuations

4. Capital Raising

5. Technology and Supply Risks

6. Risks Relating to Group Business Strategy

7. Regulatory Risk

8. Climate-Related Risks

GSTECHNOLOGIES LTD. ENVIRONMENTAL, SOCIAL AND GOVERNANCE REPORT

For the financial year ended 31 March 2024

For the financial year ended 31 March 2024

Governance Criteria

Accounting Practices

Business Ethics

Board Practices

ENVIRONMENTAL, SOCIAL AND GOVERNANCE REPORT

Environmental Criteria

Carbon Footprint

Initiatives to Reduce Environmental Impact

Climate Policies

ENVIRONMENTAL, SOCIAL AND GOVERNANCE REPORT

Natural Resource Conservation

Water and Electricity Consumption

Social Criteria

ENVIRONMENTAL, SOCIAL AND GOVERNANCE REPORT

Employee Benefits

Statutory Contributions

Subsidiary Operations

Social Vulnerability

Corporate Social Responsibility

Board of Directors Diversity

INDEPENDENT AUDITOR’S REPORT

Opinion

Basis for opinion

Independence

Conclusions relating to going concern

Overview of our audit approach

Materiality

Overview of the scope of our audit

Key audit matters

Key Audit Matters

GSTECHNOLOGIES LTD.

INDEPENDENT AUDITOR’S REPORT

24 Intangible Assets valuation

Recoverability of Intercompany/ Related parties

GSTechnologies Ltd. Annual Report (ESEF) 2024