Interim
30 September 2024
Half-Year Report ended
GSTECHNOLOGIES LTD
BVI Company Number: 1765556 gstechnologies.co.uk
Interim Report 2
Board of Directors
Director's Report
Chairman's Statement
Financial Review
Director's Responsibilities Statement
Unaudited condensed consolidated statement of profit or loss and comprehensive income
Unaudited condensed consolidated statement of changes in financial position
Unaudited condensed consolidated statement of equity
Unaudited condensed consolidated statement of cash flows
Notes to the Group Unaudited Condensed Consolidated Financial Statements
Parent Company Interim Statement of Profit and Loss
Parent Company Interim Statement of Financial Position
Parent Company Interim Statement of Changes in Equity
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Board of Directors
Tone Goh
Executive Chairman
Tone 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.
Shayne Tan | Jack Bai |
Executive Director & | Executive Director & |
Chief Operating Officer | Chief Executive Officer |
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Shayne holds a Bachelor of Business Management Degree from Singapore 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.
Jack 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.
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Galvin Bai | Malcolm Groat |
Executive Director | Non-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 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.
Christopher Wellesley
Non-Executive Director
Chris 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, Christopher 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 non-profit organisations.
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Directors' Report For the period ended 30 September 2024
GSTechnologies Limited ("GST" or the "Company" or the "Group")
Interim Results for the six months ended 30 September 2024
GSTechnologies Limited (LSE: GST), the fintech company, announces the Company's unaudited interim results for the six months ended 30 September 2024 ("H1 25" or the "Period").
Period Highlights
- Further significant progress for the Group as it focused on developing a borderless neobanking platform providing next-generation digital money solutions, both organically and through complementary acquisitions
- Revenue for the Period grew nearly nine-fold to US$2.23 million (H1 24 US$0.26 million), as the Group continued to execute its strategy and all Group entities demonstrated significant growth and expansion of their operations
- Net loss for the Period reduced to US$69k (H1 2024: US$737k loss) as the Company's operating businesses gain traction whist the Group continues to invests in developing its GS Money solutions
- Placing to raise gross proceeds of £1.25 million in April 2024 at 1.05 pence per share
- As of 30 September 2024, the Company had US$2.91 million in cash and cash equivalents (30 September 2023: US$2.19 million)
- Net assets as at 30 September 2024 increased significantly to US$7.13 million compared to US$4.38m at 30 September 2023, following the acquisition of Semnet and the progress of the Group's businesses
Post Period Highlights
- On 18 November 2024 GST signed a legally binding Heads of Terms with Trident Global Capital Pte Ltd, regarding strategic preparations for a potential listing of Sement on NASDAQ in the US
- On 11 December 2024 the Company's wholly owned subsidiary GS Fintech UAB entered into a legally binding Business Purchase Agreement to acquire the business and assets of Cake Pte. Ltd. and Cake DeFi UAB. The acquisition comprises a leading cryptocurrency investment platform, Bake, and is in line with the Company's strategy to expand and enhance the international presence and capabilities of its GS20 Exchange platform
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Chairman's Statement
I am pleased to present on behalf of the board of directors of GST (the "Board") the interim report of the Company for the six months ended 30 September 2024.
Operational Review
Angra Global
Angra Global operates under the AngraFX and Angra Global brand names and is an FCA approved Authorised Payment Institution ("API"), as well as holding a Canadian Money Services Business ("MSB") licence.
Angra Global provides a multi-currency e-wallet service, currently covering Sterling, Euro, US Dollar, Canadian Dollar, Chinese Yuan Renminbi and US Dollar Tether Token transactions. This service enables Angra customers to securely store their funds within Angra Global business accounts and facilitate seamless foreign exchange conversions and fund transfers through Angra's established and reliable banking partnerships, akin to a conventional business bank account, utilising technology developed by the Group's subsidiary in Singapore, GS Fintech Pte Ltd. Additionally, the MSB licence enables Angra to issue Sterling local accounts and Euro SEPA IBAN accounts to its clients, thereby providing a comprehensive one-stop business banking solution.
Angra has experienced substantial revenue growth during H1 25, which has continued post Period end. This growth has been closely linked to a significant rise in client volumes as the business continues to gain traction and market share following the establishment of Angra Global in H1 23. The Group's focus has been on expanding Angra's operations and sales teams as part of the Group's strategic intention for Angra Global to be a B2B-focused Neobank. By increasing headcount in these critical areas, Angra has effectively bolstered its service delivery capabilities, allowing the company to meet heightened demand while maintaining high service standards.
In addition to operational improvements, Angra is actively targeting over 2,000 UK-based Small Payment Institutions ("SPIs") as part of its growth strategy. This targeted approach aims to build a larger UK-focused client base for the company. Through these efforts, Angra is seeking to enhance its footprint, particularly in the UK market, capitalizing on rising demand for reliable and efficient foreign exchange services among SPIs.
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GS20 Exchange
The Group's GS Fintech UAB business is a holder of a Crypto Currency Exchange Licence, registered in Lithuania, and launched the Company's GS20 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 GS20 Exchange continues to attract increasing interest from high-net-worth individuals and corporate clients, leading to a steady rise in account openings and transaction volumes. The positive growth trend is in line with the Board's expectations for the exchange within the crypto asset market. Operationally, the GS20 Exchange has been focused on ensuring its technology is robust and appropriately enabled for future growth. The GS20 Exchange has made a number of improvements during the Period and it is expected that 2025 will be a pivotal year for the sector. The GS20 Exchange is well-positioned to benefit substantially from this favourable market outlook.
As part of the GS20 Exchange's growth plans, Noewe UAB, a Lithuania-based professional services firm, was recently engaged. This partnership aims to align GS Fintech UAB's financial year-end reporting with the Group's 31 March year-end. Additionally, Noewe UAB is providing guidance on regulatory compliance expectations through 2025, which will be invaluable in ensuring regulatory adherence is maintained and supporting GS Fintech UAB's ongoing growth.
Interim Report 9
Semnet
Prior to the start of the Period, on 6 December 2023 we announced that the Company had entered into an agreement to acquire 66.67% of the issued share capital of Semnet Pte Ltd ("Semnet"), a cybersecurity company based in Singapore, for a total consideration of US$1.8 million, payable through US$0.8 million in cash and US$1.0 million in new shares in the Company. The acquisition completed prior to the start of the Period on 29 February 2024 and Semnet is therefore consolidated in the Group results for the whole of H1 25. The share consideration was satisfied on the nine-month anniversary of completion, as anticipated and announced on 2 December 2024, through the provision of 58,844,713 ordinary shares in the Company to the vendors, allocated from the 60,000,000 ordinary shares held by the Company in treasury. This ensured that the acquisition of Semnet did not increase the issued share capital of the Company.
During the Period, Semnet has been focused on its core operations in cybersecurity and hardware across the ASEAN region, together with providing support to the Group's other businesses. Since the completion of the acquisition, Semnet has performed ahead of the Board's expectations and given the wider opportunities that Semnet is seeing, GST, in conjunction with Semnet's minority shareholders, explored options for the future of the business.
We were therefore delighted to announce, post Period end, on 15 October 2024, the signing of a non-binding Memorandum of Understanding ("MOU") with Trident Global Capital Pte Ltd ("TGC"), led by its director, Soon Huat Lim, who also serves as the CEO of Nasdaq-listed Trident Digital Tech Holdings Ltd (NASDAQ:TDTH). The MOU outlined TGC's proposed role in guiding and assisting Semnet through strategic preparations for a potential listing on NASDAQ in the US (the "Potential Listing"). This was followed on 18 November 2024 by GST and TGC signing a legally binding Heads of Terms ("HoT") covering in more detail the assistance to be provided by TGC to the Company with regard to the Potential Listing.
The HoT contained certain legally binding clauses including:
- TGC will be responsible for, and will provide, necessary transaction expenses of both parties, which are expected to be approximately US$2 million. GST will commit an advance of 20% for the payment of the listing expenses and upon a successful IPO this amount will be reimbursed to GST.
- That TGC shall identify a suitable US-based corporate finance adviser and broker for the purpose of the Potential Listing and send a copy of its proposed engagement letter for GST's review before it is signed.
- The parties agree that the proposed valuation ascribed to 100% of Semnet for the Potential Listing will be US$54 million, of which GST's 67% ownership of Semnet is agreed to be valued at US$36 million subject to the Potential Listing being successfully completed.
We look forward to providing further updates in due course, as the Potential Listing progresses.
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