GSTechnologies : 2023 GST Annual Report

GSTECHNOLOGIES LTD

BVI Company Number: 1765556

ANNUAL REPORT

For the financial year ended 31 March 2023

GSTECHNOLOGIES LTD

ANNUAL REPORT

For the financial year ended 31 March 2023

GSTECHNOLOGIES LTD.

DIRECTORS' STATEMENT

For the financial year ended 31 March 2023

Board of Directors

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-readyblockchain-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.

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GSTECHNOLOGIES LTD.

DIRECTORS' STATEMENT

For the financial year ended 31 March 2023

Garies Chong, Non-ExecutiveDirector (Resigned 15 June 2023) has more than 30 years experiences in the Information and Communications Technology (ICT) & Data Centre industries throughout Southeast Asia. He is currently the Chief Executive Officer of EMS Wiring Systems Pte Ltd (A wholly-owned subsidiary of GSTechnologies Ltd) a global integrated ICT Solution Provider. Garies' vast experiences in ICT network infrastructure, wireless, smart monitoring & security and M&E services in data centres for commercial, industrial, banking, government, education and healthcare has earned him many recognitions in the fields of ICT & Data Centres.

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GSTECHNOLOGIES LTD.

DIRECTORS' STATEMENT

For the financial year ended 31 March 2023

Directors' Report and Strategic Review

The Directors present their Annual Report on the affairs of GSTechnologies Ltd (the "Company" or "GST") and its subsidiaries collectively referred to as (the "Group"), together with the financial statements and auditor's report, for the year ending 31 March 2023.

Highlights

• First full year reporting period following the completion of the acquisition of Angra Limited ("Angra") in February 2022, a UK-based foreign exchange and payment services company
• Completion of the acquisition of UAB Glindala ("Glindala"), a holder of a Crypto Currency Exchange Licence registered in Lithuania, in August 2022
• Completion of the disposal of EMS Wiring Systems Pte Ltd ("EMS"), a non-coreloss-making business, to a member of its management team, in September 2022
• GS20 Exchange soft launch
• Net loss for the year of US$1,628,000 (2022: US$1,430,000 loss) as loss making EMS consolidated until completion of its disposal and the Company continued to invest in developing its GS Money solutions
• As of 31 March 2023, the Company had US$4,252,000 in cash and cash equivalents (31 March 2023: US$5,104,000)

Post Period Highlights

• Company admitted to UK Financial Conduct Authority ("FCA") Innovation Pathway Programme to assist the progression of its GS Money Stablecoin plans
• Company entered into a legally binding sale and purchase agreement on 20 July 2023 to acquire the entire issued share capital of PAYPT Finance Ltd ("PAYPT"), a Canadian company holding a Canadian Money Services Business ("MSB") licence. The acquisition is subject to approval by the Financial Transactions and Reports Analysis Centre of Canada ("FINTRAC"), the regulatory authority overseeing financial transactions in Canada.

Principal Activities

The primary focus for the Group has, since early 2021, been on the GS Fintech Ltd and GS Fintech PTE Ltd subsidiaries in the UK and Singapore respectively, and the Company's expansion into blockchain related technologies applied to the financial services sector, specifically its plans to launch a borderless neobanking platform providing next-generation digital money solutions under the GS Money banner based on three initial use-cases: international money transfers, borderless accounts, and private stablecoin.

Angra, which operates under the AngraFX brand name, is an FCA approved Authorised Payment Institution ("API"), conducting fast, secure and low-cost foreign exchange business and payment services internationally.

Business Review

A review of the business during the period and to date, including comments on future developments, is contained in the Chairman's Statement.

Corporate Governance

The board, with reference to the UK Corporate Governance Code, has developed corporate governance

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