GSTechnologies Ltd Annual Report 2019

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FY2019 Annual Report · GSTechnologies Ltd

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GOLDEN SAINT TECHNOLOGIES LTD.

ANNUAL REPORT
For the financial year ended 31 March 2019

GOLDEN SAINT TECHNOLOGIES LTD.

ANNUAL REPORT
For the financial year ended 31 March 2019

CONTENTS

Directors’ Statement

Consolidated Statement of Profit or loss and Comprehensive
Income

Consolidated Statement of Financial Position

Consolidated Statement of Cash Flows

Consolidated Statement of Changes in Equity

PAGE

1 - 4

Notes to the Consolidated Financial Statements

10 - 36

Directors’ Remuneration Report

Parent Company Statement of Financial Position

Parent Company Statement of Changes in Equity

Auditor’s Report

GOLDEN SAINT TECHNOLOGIES LTD.

CHAIRMAN’S STATEMENT
For the financial year ended 31 March 2019

Directors’ Report

The Directors present their Annual Report on the affairs of the Golden Saint Technologies Limited (“the

Company”) and its subsidiaries (collectively referred to as “the Group”), together with the financial

statements and auditor’s report, for the year ending 31 March 2019.

Principal Activities

GST provides optimal wireless, electronic cabling, security, and other solutions to clients operating in the

infrastructure development space. GST builds on the profitable ICT business of its Singaporean subsidiary EMS

Wiring Systems, which has been supplying governments and large private organisations with intelligent building

solutions for the last 28 years. GST's strategy is to develop solutions to meet the needs of the ICT industry,

acting on the surging opportunities in the technology and innovation sectors - data Centres, intelligent buildings,

smart cities and the Internet of Things - particularly targeting emerging markets where the demand for ICT

infrastructure is increasing rapidly.

Business Review

A review of the business during the period and to date, including comments on future developments, is contained

in the Strategic Report.

Dividends

The Board believes that the interests of all stakeholders are best served by retaining capital within the Company

and maintaining greater flexibility to be able to take advantage of, looking forward, the

many attractive investment and business development opportunities open to GST at this time and over the next

few years. GST is looking to generate long term value for customers and shareholders in a sustainable manner.

As a result, GST’s dividend policy for this financial year is not to pay dividends to shareholders but rather meet

their interests by creating value that leads to capital growth.

Subsequent Events

There were no subsequent events for the year ended 31 March 2019 other than as reported in Note 24.

Financial Instruments

The Group’s financial instruments primarily comprise cash, cash equivalents, and other instruments

such as trade receivables and payables, which arise directly from its operations. Note 27 to the accounts gives
details of the Group’s risks and policies regarding financial instruments.

Directors’ statement as to disclosure of information to the auditor

The Directors at the date of approval of this report confirm that:

‐

to the best of their knowledge and belief, there is no relevant audit information of which the Group’s

auditor is unaware and

GOLDEN SAINT TECHNOLOGIES LTD.

CHAIRMAN’S STATEMENT
For the financial year ended 31 March 2019

‐

the Directors have taken all the steps that might reasonably be expected to have taken as a Director in

order to make themselves aware of any relevant audit information and to establish that the Group’s

auditor is aware of that information.

On behalf of the Board

Tone Goh

Executive Chairman

31 July 2019

GOLDEN SAINT TECHNOLOGIES LTD.

CHAIRMAN’S STATEMENT
For the financial year ended 31 March 2019

31 July 2019

Golden Saint Technologies Limited

("GST", the “Group” or the "Company")

Results for the year ended 31 March 2019

Golden Saint Technologies Limited (LSE: GST), the integrated information and communication technology
infrastructure solutions provider, is pleased to announce the Company's results for the year ended 31 March
2019.

Highlights

□
□

Admission to the Main Market of the London Stock Exchange in November 2018
Appointedas adistribution, marketing, salesand servicespartnerto P2Mobile Technologies Limited for
Smart Virtual Fiber®
In December 2018 awarded a US$1 million data centre project in Thailand
Signed a Strategic Cooperation agreement with IT Care Ltd in February 2019

Post Period End Highlights

□

Signed a Letter of Intent ("LOI") with Siam Motors Co Ltd ("SIAM") detailing the parties intention
toenterintoajointventuretobuild, ownandoperateatier three data centre
facility in May 2019

□

Appointment of Wilson Teng Wai Leung as Managing Director of GST (Thailand) Private Ltd

Chairman’s Statement

On behalf of the Board of Directors of GST, I am pleased to present the annual results of the Company for the year
ended 31 March 2019, a year which included our admission to trading on the Main Market of the London Stock
Exchange.

The Asian economy generally performed well during the reporting period, despite the geo-political uncertainties
in the global economic environment. 2018 was a year of growth in Singapore with a 3.2% increase in GDP, while the
informationcommunicationtechnologyindustrycontinuedtogrowstrongly.

With our continued focus, our ICT Solution provider business made significant improvements in both its sales and
operations in the period under review, and our Data-Centre Division (“DC”) also delivered fruitful results, with GST’s
top-line revenues increasing by 46% in US$ terms to US$6.7 million (2018 US$ 4,6 million), an increase of
approximately 50% in local currency terms. The Company made a loss mainly because of the costs of the
admission to trading on the London Stock Exchange. I believe we have a well-balanced and diversified IT
business that will continue to deliver healthy long-term value tothe Group.

GOLDEN SAINT TECHNOLOGIES LTD.

CHAIRMAN’S STATEMENT
For the financial year ended 31 March 2019

Solid Foundation for Growth

In the first quarter of 2019 the data centre industry continued to demonstrate strong resilience and high growth in
emerging East Asian countries such as Thailand, Cambodia, Vietnam and Myanmar, following the robust growth
achieved in 2018.

The Group believes the demand for ICT, data centre products and associated services from South East Asia which
includes Philippines, Malaysia and Indonesia, will continue to grow. We are committed to providing a unique mix
of innovative products and solutions for both our corporate and governmental clients.

New Corporate 4i Vision

To maintain its position as specialist regional integrated information and communication technology
infrastructure solutionsprovider,the Grouphasadopted apowerful“4i”strategyoffering:






Infrastructure;
Integration;
Innovation; and

Intelligence.

With the newly established technology focused vision comes a freshly formed experienced management team with
strong experience in the ICT space and proven track records, this includes the recently appointment of Wilson
Teng Wai Leung as Managing Director of GST (Thailand). The Board is aware of the need for succession planning
and is forming a strategy to ensure continuity. The focus on new exciting growth opportunities in the technology
space providing recurring revenuesand profits remain key to the Company’s future strategy.

The Board believes that GST can leverage on its existing strengths and move into further profitable areas by providing
innovative products and solutions and therefore expanding into new geographies with a more diversified client
base.

Internet connectivity with significant demand for data remains strong in Asian emerging nations and is growing
exponentially. We believe the Group is well positioned to capitalise on this opportunity in both the short and long-
term.

The Group looks forward with confidence with its plans to deliver strong and healthy shareholder value in the
current financial year.

I would like to take this opportunity to extend my upmost gratitude to our shareholders, clients, business partners and
staff for their trust and continued support. I would also like to thank my fellow directors for their concerted effort and
insights throughout the past year.

Tone Kay Kim GOH Executive

Chairman

GOLDEN SAINT TECHNOLOGIES LTD.

Financial Review

For the 12 month period ended 31 March 2019 the Company reports revenue of US$6.6 million
(2018: US$4.6 million) and loss before tax of US$0.38 million (2018: US$0.27 million), after the
costs of admission to trading on the London Stock Exchange.

The net assets at 31 March 2019 amounted to US$2.3 million (2018: US$1.7 million).

Cash at the year-end stood at US$0.9 million (2018: US$0.7 million).

Enquiries

The Company

Tone Goh, Executive Chairman

Singapore +65 6444 2988

Financial PR & Investor Relations

IFC Advisory Limited

London

+44 20 3934 6636

Tim Metcalfe / Graham Herring / Heather Armstrong

About GST

GST provides optimal wireless, electronic cabling, security, and other solutions to clientsoperating in the
infrastructure development space. GST builds on the profitable ICT business of its Singaporean
subsidiary EMS Wiring Systems, which has been supplying governments and large private
organisations with intelligent building solutions for the last 28 years. GST's strategy is to develop
solutions to meet the needs of the ICT industry, acting on the surging opportunities in the technology
and innovation sectors - data Centres, intelligent buildings, smart cities and the Internet of Things -
particularly targeting emerging markets where the demand for ICT infrastructure is increasing
rapidly.

For more information please see: www.goldensaint.com

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

GOLDEN SAINT TECHNOLOGIES LTD.

CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND COMPREHENSIVE INCOME
For the financial year ended 31 March 2019

Note

2019
US$’000

2018
US$’000

Net operating income
Sales
Other income

Net operating expenses
Continuing operations
Foreign exchange loss
Impairment of goodwill on reverse takeover
Operating (loss)/profit
Income tax expense
Net (loss)/ profit for the year

Other comprehensive income
Movement in foreign exchange reserve

Total comprehensive (loss)/income for the
year

Net income for the year attributable
Equity holders for the parent
Non-controlling interest

Total comprehensive (loss)/ income for the
year attributable to:
Equity holders for the parent
Non-controlling interest

(Loss)/earnings per share attributable to
members of the Parent
Basic earning per share
Diluted earning per share-cents

10
10

6,662
25
6,687

(6,700)
(6)
(350)
(369)
(16)
(385)

(678)

(1,063)

(385)
-

(1,063)
-
(1,063)

(0.00)
(0.00)

4,608
33
4,641

(4,334)
(3)
-
304
(34)
270

270

270
-

270
-
270

1.14
1.14

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

GOLDEN SAINT TECHNOLOGIES LTD.

CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at 31 March 2019

Note

2019
US$’000

2018
US$’000

ASSETS
Non-Current Assets
Plant and equipment
Intangible assets
Total non-current assets

Current assets
Cash and cash equivalents
Trade and other receivables
Work in progress
Inventories
Total current assets

TOTAL ASSETS

EQUITY
Share capital
Forex Reserve
Retained earnings
Total equity

Equity attributable to owners of the parent

Non-controlling equity interest

LIABILITIES
Current liabilities
Trade and other payables
TOTAL LIABILITIES
TOTAL EQUITY & LIABILITIES

15
17

12
13
16
14

177
6
183

871
2,142
550
315
3,878

4,061

1,804
(678)
1,222
2,348

2,348

-
2,348

1,713
1,713
4, 061

158
-
158

788
1,182
208
14
2,192

2,350

181
-
1,607
1,788

1,788

-
1,788

562
562
2,350

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

GOLDEN SAINT TECHNOLOGIES LTD.

CONSOLIDATED STATEMENT OF CASH FLOWS
For the financial year ended 31 March 2019

Note

2019
US$’000

2018
US$’000

CASH FLOWS FROM OPERATING
ACTIVITIES
(Loss)/profit before taxation from operations
Adjustments:
Depreciation of property, plant and equipment
Exchange loss
Gain on disposal
Operating (loss)/profit before working capital
changes

(Increase)/decrease in inventories
Increase in trade and other receivables
Decrease / (increase) in trade and other payables
Net cash flow (used in)/from operating activities

CASH FLOWS FROM INVESTING
ACTIVITIES
Addition property, plant and equipment
Addition in Capital work in progress
Proceeds from disposal of property, plant and
equipment
Net cash used in investing activities

Cash flows from financing activities
Proceeds of ordinary share issue
Forex reserves
Net cash flow from financing activities

Net increase/(decrease) in cash and cash
equivalents
Cash and cash equivalents at beginning of the
year

Cash and cash equivalents at end of the year

(385)

36
6
(2)

(345)

(301)
(960)
1,151
(455)

(76)
(343)

(404)

1,620
(678)
942

788

871

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

270

35
-
(17)

288

37
(92)
(251)
18

(110)
-

(79)

-
-
-

(61)

791

730

GOLDEN SAINT TECHNOLOGIES LTD.

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the financial year ended 31 March 2019

2019 CONSOLIDATED

Balance at 1 April 2018
Comprehensive income
Loss for the year
Other comprehensive loss for the
year
Total comprehensive loss for the
year

Transactions with owners in their
capacity as owners:
Issue of share capital on acquisition

Shares issued during the year

Share issue costs

Balance at 31 March 2019

Shareholder
Capital
US$000

(181)

‐

(1,171)

(1,121)

669

(1,623)

(1,804)

FX Reserve
US$000

Retained
Earnings
US$000

Total
US$000

(1,607)

(1,788)

‐

678

-
‐

385

-
‐

385

678

1,063

(1,171)
‐
(1,121)

669
(1,623)

(2,348)

678

(1,222)

2018 CONSOLIDATED

Shareholder
Capital
US$000

FX Reserve
US$000

Retained
Earnings
US$000

Total
US$000

Balance at 1 April 2017
Comprehensive income
Profit for the year
Other comprehensive income/ (loss)
for the year
Total comprehensive loss for the
year

Balance at 31 March 2018

(181)

‐

(181)

(1,336)

(271)

(1,607)

(1,517)

(271)

‐

(1,788)

‐

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

GOLDEN SAINT TECHNOLOGIES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the financial year ended 31 March 2019

1. General Information

1.1 Corporate information

The consolidated financial statements of Golden Saint Technologies Ltd (“the Company”) and its
subsidiaries (collectively referred to as “the Group”) for the financial year ended 31 March 2019 were
authorised for issue in accordance with a resolution of the Directors on 31 July 2019. The shares of the
Company are publicly traded on London Stock Exchange.

The registered office of Golden Saint Technologies Ltd, the ultimate parent of the Group, is Intertrust
Corporate Services (BVI) Limited, Ritter House, Wickhams Cay II, Tortola , BVI VG1110.

The principal activity of the Group is data infrastructure, storage and technology services following the
acquisition by reverse takeover of EMS.

2. Basis of Preparation

The consolidated financial statements of the Group have been prepared in accordance with International
Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB)
and adopted by the European Union (EU) as they apply to the financial statements of the Group for the year
ended 31 March 2019.

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.
Following the reverse takeover, and in accordance with IFRS, the acquired entity is taken to have acquired
the parent entity and accordingly comparative information represents that of the acquired entity.

2.1 Consolidation

The consolidated financial statements comprise the financial statements of the Group as at 31 March 2019,
and for the period then ended.

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

The financial statements of the subsidiaries are prepared for the same reporting period as the Golden Saint
Technologies 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.

Pooling of Interests on Incorporation of Parent Entity
On incorporation of the entity, subsidiaries have been consolidated using the pooling of interests method on
the basis that the entities being combined are ultimately controlled by the same parties, both before and after
the combination.

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

GOLDEN SAINT TECHNOLOGIES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the financial year ended 31 March 2019

2. Basis of Preparation (continued)

Under this method the assets and liabilities of the acquiree are recorded at book value and intangible assets
and contingent liabilities are only recognised if they were previously recognised by the acquiree. No
goodwill is recorded, and expenses of the combination are written off immediately in profit or loss.

The excess of consideration over the value of the acquiree’s net assets is recognised in the merger reserve, a
negative reserve within equity.

Any non-controlling interest in the acquiree is recognised as the proportion of the assets and liabilities of the
acquiree at the date of acquisition. From the date of acquisition forward, a proportionate share of profits, or
losses, in the related subsidiary is then attributed to the noncontrolling interest.

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

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

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

Acquisition of Golden Saint Technologies Ltd

On 31 May 2018 Golden Saint Technologies Ltd completed the legal acquisition of EMS Wiring Systems
Pte. Ltd. Under the International Accounting Standards EMS Wiring Systems Pte. Ltd. was deemed to be the
accounting acquirer because the substance of the transaction was such that upon completion of the
acquisition the former shareholders of EMS Wiring Systems Pte. Ltd.as a group had the largest portion of
the voting rights in the combined entity. IFRS 3 Business Combinations sets out the accounting principles to
be followed in a reserve acquisition. However, the directors concluded that the Company does not meet the
definition of a “business” as prescribed in IFRS 3 and, as such, it was deemed that the acquisition cannot be
accounted for as a “business combination”. Therefore, the acquisition has been accounted for as a share
based payment by which EMS Wiring Systems Pte. Ltd. acquired the net assets and listing status of Golden
Saint Technologies Ltd.

Accordingly, the 2019 consolidated financial statement of Golden Saint Technologies Ltd are prepared as a
continuation of the business and operations of EMS Wiring Systems Pte. Ltd. As the deemed acquirer EMS
Wiring Systems Pte. Ltd. has accounted for the acquisition of Golden Saint Technologies Ltd from 31 May
2018.

The implications of the acquisition by EMS Wiring Systems Pte. Ltd. on the financial statements are as
follows:

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

GOLDEN SAINT TECHNOLOGIES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the financial year ended 31 March 2019

2. Basis of Preparation (continued)

(i) Consolidated Statement of comprehensive income

 The 2019 Consolidated Statement of comprehensive income comprises the total comprehensive
income for the 12 months ended 31 March 2019 for EMS Wiring Systems Pte. Ltd. and the
period from 31 May 2018 until 31 March 2019 for Golden Saint Technologies Ltd. The
comparative information as at 31 March 2018 is the statement of comprehensive income of EMS
Wiring Systems Pte. Ltd.

(ii) Consolidated Statement of financial position

 The 2019 Consolidated Statement of financial position as at 31 March 2019 represents the
combination of EMS Wiring Systems Pte. Ltd., Golden Saint Technologies Ltd and their
controlled entities.

 The comparative information as at 31 March 2018 is the Statement of financial position of EMS

Wiring Systems Pte. Ltd.

(iii) Consolidated Statement of changes in equity
 The 2019 changes in equity comprises:

o The equity balance of EMS Wiring Systems Pte. Ltd. as at the beginning of the financial

year (1 April 2018);

o The total comprehensive income for the financial year and transactions with equity
holders, being the year ended 31 March 2019 for EMS Wiring Systems Pte. Ltd. and
from the period from 31 May 2018 until 31 March 2019 for Golden Saint Technologies
Ltd.

o The equity balance of the combined EMS Wiring Systems Pte. Ltd., Golden Saint

Technologies Ltd and their controlled entities at 31 March 2019.

 The comparative information for the year to 31 March 2018 is the Statement of changes in

equity of EMS Wiring Systems Pte. Ltd.

(iv) Consolidated Statement of cash flows;

 The 2019 Statement of cash flows comprises:

o The cash balance of EMS Wiring Systems Pte. Ltd. at the beginning of the financial

year (1 April 2018);

o The transactions for the year ended 31 March 2019 for EMS Wiring Systems Pte. Ltd.
and for the period from 31 May 2018 until 31 March 2019 for Golden Saint
Technologies Ltd.

o The cash balance of the combined EMS Wiring Systems Pte. Ltd., Golden Saint
Technologies Ltd and their controlled entities at the end of the financial year 31 March
2019.

 The comparative information for the year to 31 March 2108 is the statement of cash flows of

EMS Wiring Systems Pte. Ltd.

3. Significant accounting judgements, estimates and assumptions

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

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

GOLDEN SAINT TECHNOLOGIES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the financial year ended 31 March 2019

3. Significant accounting judgements, estimates and assumptions (continued)

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 2019, the Group held cash reserves of $871,000 (2018: $788,000).

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

On this basis, the Directors believe that there are sufficient funds to meet the Group’s working capital
requirements.

The Group recorded a loss of US$385,000 for the year ended 31 March 2019 and had net assets of
$2,348,000 as at 31 March 2019 (2018: profit of $270,000 and net assets of $1,788,000).

Accruals

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

Contingencies

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

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

GOLDEN SAINT TECHNOLOGIES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the financial year ended 31 March 2019

3. Significant accounting judgements, estimates and assumptions (continued)

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 Group 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 Group’s historical observed default rates. The Group 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 Group’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.

Revenue recognition

The Group uses the percentage-of-completion method to account for its contract revenue. The stage of
completion is measured in accordance with the accounting policy stated in Note 6. Significant assumptions
are required in determining the stage of completion, the extent of the contract cost incurred, the estimated
total contract cost and the recoverability of the contracts. In making these assumptions, management has
relied on past experience and the work of specialists.

Significant judgement is also required to assess allowance made for foreseeable losses, if any, where the
contract cost incurred for any job exceeds its contract sum. The carrying amounts of contract balances at the
reporting date are disclosed in Note 16 to the financial statements.

Allowance for inventory obsolescence

The Group 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.

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

GOLDEN SAINT TECHNOLOGIES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the financial year ended 31 March 2019

4. Adoption of new and amended standards and interpretations

The accounting policies adopted are consistent with those of the previous financial year except that in the
current financial year, the Group has adopted all the new and amended standards which are relevant to the
Group after 1 April 2018. Except for the adoption of FRS 109/IFRS 9 Financial Instruments and FRS
115/IFRS 15 Revenue from Contracts with Customers described below, the adoption of these standards did
not have any material effect on the financial performance or position of the Group.

FRS 109/FRS 9 Financial Instruments

FRS 109/IFRS 9 replaces FRS 39/IAS 39 Financial Instruments: Recognition and Measurement for annual
periods beginning on or after 1 April 2018, bringing together all three aspects of the accounting for financial
instruments: classification and measurement; impairment; and hedge accounting.

The Company applied FRS 109/IFRS 9 retrospectively, with an initial application date of 1 April 2018. The
Company has not restated comparative information which continues to be reported under FRS 39/IAS 39
and the disclosure requirements of FRS 107/IFRS 7 Financial Instruments: Disclosures relating to items
within the scope of FRS 39/IAS 39. The impact arising from FRS 109/IFRS 9 adoption was included in the
opening retained earnings and other components of equity at the date of initial application.

The effects of adopting FRS 109/IFRS 9 as at 1 April 2018 are described below:

Classification and measurement

Under FRS 109/IFRS 9, debt instruments are subsequently measured either at fair value through profit or
loss (FVPL), amortised cost or fair value through other comprehensive income (FVOCI). The classification
is based on two criteria: the Company’s business model for managing the assets; and whether the
instruments’ contractual cash flows represent “solely payments of principal and interest’ on the principal
amount outstanding.

The assessment of the Company’s business model was made as of the date of initial application, 1 April
2018. The assessment of whether contractual cash flows on debt instruments solely comprised of principal
and interest was made based on the facts and circumstances as at the initial recognition of the assets.

The adoption of FRS 109/IFRS 9 did not have a significant impact to the Company other than changes to the
classification of the Company’s financial assets. Trade and other receivables and cash and cash equivalents
classified as loans and receivables as at 31 March 2018 are held to collect contractual cash flows and give
rise to cash flows representing solely payments of principal and interest. These were classified and measured
as debt instruments at amortised cost beginning 1 April 2018.

The Company has not designated any financial liabilities at FVPL. There are no changes in classification
and measurement for the Company’s financial liabilities.

In summary, upon the adoption of FRS 109/IFRS 9, the Company had the following required or elected
reclassifications as at 1 April 2018:

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

GOLDEN SAINT TECHNOLOGIES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the financial year ended 31 March 2019

4. Adoption of new and amended standards and interpretations (continued)

FRS 39/IAS 39 measurement
category

US$

FRS 109/IFRS9 measurement category

FVPL
US$

FVOCI
US$

Amortised
cost
US$

Loan and receivables
Trade and other receivables
Cash and cash equivalents

Impairment

2,142
871
3,013

The adoption of FRS 109/IFRS 9 has fundamentally changed the Company’s accounting for impairment
losses for financial assets by replacing FRS 39/IAS 39’s incurred loss approach with a forward-looking
expected credit loss (ECL) approach. FRS 109/IFRS 9 requires the Company to recognise an allowance for
ECLs for all debt instruments not held at FVPL.

The adoption of FRS 109/IFRS 9 did not have a material effect on the impairment losses recognised by the
Company as at | April 2018.

The accounting policies for financial instruments under FRS 109/IFRS 9 are disclosed in Note 6.

FRS 115/IFRS 15 Revenue from Contracts with Customers

FRS 115/IFRS 15 supersedes FRS 11/IAS 11 Construction Contracts, FRS 18/IAS 18 Revenue and related
interpretations and it applies, with limited exceptions, to all revenue arising from contracts with customers.
FRS 115/IFRS 15 establishes a five-step model to account for revenue arising from contracts with customers
and requires that revenue be recognised at an amount that reflect the consideration to which an entity expects
to be entitled in exchange for transferring goods or services to a customer.

FRS 115/IFRS 15 requires entities to exercise judgement, taking into consideration all of the relevant facts
and circumstances when applying each step of the model to contracts with their customers. The standard also
specifies the accounting for the incremental costs of obtaining a contract and the costs directly related to
fulfilling a contract. In addition, the standard requires extensive disclosures.

The Company adopted FRS 115/IFRS 15 using the modified retrospective method of adoption with the date
of initial application of 1 April 2018. Under this method, the standard can be applied either to all contracts at
the date of initial application or only to contracts that are not completed at this date. The Company elected to
apply the standard to all contracts as at 1 April 2018.

The cumulative effect of initially applying FRS 115/IFRS 15 is recognised at the date of initial application
as an adjustment to the opening balance of retained earnings. Therefore, the comparative information was
not restated and continues to be reported under FRS 11/IAS 11, FRS 18/IAS 18 and related interpretations.

The adoption of FRS 115/IFRS 15 did not have a material effect on the Company’s opening retained
earnings as at 1 April 2018.

The accounting policies under FRS 115/IFRS 15 are disclosed in Note 6.

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

GOLDEN SAINT TECHNOLOGIES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the financial year ended 31 March 2019

5. Standards issued but not yet effective

A number of new standards, amendments to standards and interpretations are effective for annual periods
beginning after 1 April 2018, and have not been applied in preparing these financial statements. The Group
expects that the adoption of the new standards, amendments to standards and interpretations that have been
issued but not yet effective will not have any impact on the financial statements in the period of initial
application except for FRS 116/IFRS 16 Leases:

FRS 116/IFRS 16 requires lessees to recognise most leases on the statement of financial position. The
standard includes two recognition exemptions for lessees - leases of ‘low value’ assets and short-term leases.
FRS 116/IFRS 16 is effective for annual periods beginning on or after 1 January 2019. At commencement
date of a lease, a lessee will recognise a liability to make lease payments (i.e. the lease liability) and an asset
representing the right to use the underlying asset during the lease term (i.e. the right-of-use asset). Lessees
will be required to separately recognise the interest expense on the lease liability and the depreciation
expense on the right-of-use asset.

The Company plans to adopt FRS 116/IFRS 16 retrospectively with the cumulative effect of initially
applying the standard as an adjustment to the opening retained earnings at the date of initial application, 1
April 2019. The Company is currently assessing the potential impact of adopting FRS 116/IFRS 16.

6. 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 mining and infrastructure assets.

Property, plant and equipment relate to plant, machinery, fixtures and fittings and are shown at historical
cost less accumulated depreciation and impairment losses.

The depreciation rates applied to each type of asset are as follows:
Plant and machinery
Motor Vehicles
Fixtures and fittings
Lease Improvements

2 to 10 years
2 to 10 years
3 years
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.

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

GOLDEN SAINT TECHNOLOGIES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the financial year ended 31 March 2019

6. Summary of significant accounting policies (continued)

Inventories

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

Financial instruments

These accounting policies are applied on and after the initial application date of FRS 109/IFRS 9, 1 April
2018:
(a) Financial assets

(i) Classification, initial recognition and measurement

The Company classifies its financial assets into the following measurement categories:
amortised cost; fair value through other comprehensive income (FVOCI); and fair value through
profit or loss (FVPL).

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

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

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

(ii) Subsequent measurement

Debt instruments

Subsequent measurement of debt instruments depends on the Group’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.

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

GOLDEN SAINT TECHNOLOGIES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the financial year ended 31 March 2019

6. Summary of significant accounting policies (continued)

Financial instruments (continued)

(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.

These accounting policies are applied before the initial application date of FRS 109/IFRS 9, 1 April 2018:

(a) Financial assets

(i) Classification, initial recognition and measurement

The Company classified non-derivative financial assets into the following categories: financial
assets at FVPL, held-to-maturity financial assets, loans and receivables and available-for-sale
financial assets.

The Company initially recognised loans and receivables and deposits on the date that they were
originated. All other financial assets (including assets designated at FVPL) were recognised initially
on the trade date, which was the date that the Company became a party to the contractual provisions
of the instrument. When financial assets were recognised initially, they were measured at fair value,
plus, in the case of financial assets not at FVPL, directly attributable transaction costs.

(ii) Subsequent measurement

Financial assets at FVPL

A financial asset was classified at FVPL if it was classified as held for trading or was designated as
such upon initial recognition. Financial assets were designated at FVPL if the Company managed
such investments and made purchase and sale decisions based on their fair value in accordance with
the Company’s documented risk management or investment strategy. Attributable transaction costs
were recognised in profit or loss as incurred. Financial assets at FVPL were measured at fair value,
and changes therein, which took into account any dividend income, were recognised in profit or loss.

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

GOLDEN SAINT TECHNOLOGIES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the financial year ended 31 March 2019

6. Summary of significant accounting policies (continued)

Financial instruments (continued)

(a) Financial assets (continued)

Held-to-maturity financial assets

If the Company had the positive intent and ability to hold debt securities to maturity, then such
financial assets were classified as held-to-maturity. Subsequent to initial recognition, held-to-
maturity financial assets were measured at amortised cost using the effective interest method, less
any impairment losses.

(ii)Subsequent measurement

Loans and receivables

Loans and receivables were financial assets with fixed or determinable payments that were not
quoted in an active market. Subsequent to initial recognition, loans and receivables were measured
at amortised cost using the effective interest method, less any impairment losses. Gains and losses
were recognised in profit or loss when the loans and receivables were
derecognised or impaired, and through the amortisation process.

Loans and receivables comprised cash and cash equivalents and trade and other receivables.

Available-for-sale financial assets

Available-for-sale financial assets were non-derivative financial assets that were designated as
available-for-sale or were not classified in any of the above categories of financial assets.
Subsequent to initial recognition, they were measured at fair value and changes therein, other than
impairment losses and foreign currency differences on available-for-sale debt instruments, were
recognised in other comprehensive income and presented in the fair value reserve in equity. When
an investment was derecognised, the gain or loss accumulated in equity was reclassified to profit or
loss.

(iii)Derecognition

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

(b)

Financial liabilities

(i) Initial recognition and measurement

Financial liabilities (including liabilities designated at FVPL) were recognised initially on the
trade date, which was the date that the Company became a party to the contractual provisions of
the instrument. All financial liabilities were 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 were not carried at FVPL were subsequently
measured at amortised cost using the effective interest method. Gains and losses were recognised
in profit or loss when the liabilities were derecognised, and through the amortisation process.
These financial liabilities comprised trade and other payables

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

GOLDEN SAINT TECHNOLOGIES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the financial year ended 31 March 2019

6. Summary of significant accounting policies (continued)

Financial instruments (continued)

(iii) Derecognition

A financial liability was derecognised when the obligation under the liability was discharged,
cancelled or expires. When an existing financial liability was replaced by another from the same
lender on substantially different terms, or the terms of an existing liability were substantially
modified, such an exchange or modification was treated as a derecognition of the original
liability and the recognition of a new liability, and the difference in the respective carrying
amounts was 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

These accounting policies are applied on and after the initial application date of FRS 109/IFRS 9, 1 April
2018:

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.

These accounting policies are applied before the initial application date of FRS 109/IFRS 9, 1 April 2018:

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

GOLDEN SAINT TECHNOLOGIES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the financial year ended 31 March 2019

6. Summary of significant accounting policies (continued)

Impairment – Financial Assets (continued)

A financial asset not carried at FVPL was assessed at the end of each reporting period to determine whether
there was objective evidence that it was impaired. A financial asset was impaired if objective evidence
indicates that a loss event had occurred after the initial recognition of the asset, and that the loss event had an
impact on the estimated future cash flows of that asset that can be estimated reliably.

Objective evidence that financial assets (including equity securities) were impaired can include default or
delinquency by a debtor, restructuring of an amount due to the Company on terms that the Company would
not consider otherwise, indications that a debtor or issuer will enter bankruptcy, adverse changes in the
payment status of borrowers or issuers, economic conditions that correlate with defaults or the disappearance
of an active market for a security.

Financial assets

Loans and receivables and held-to-maturity financial assets

The Company considered evidence of impairment for loans and receivables and held-to-maturity investment
securities at both a specific asset and collective level. All individually significant loans and receivables and
held-to-maturity investment securities were assessed for specific impairment. Those found not to be
specifically impaired were then collectively assessed for any impairment that had been incurred but not yet
identified. Assets that were not individually significant were collectively assessed for impairment. Collective
assessment was carried out by grouping together assets with similar risk characteristics.

In assessing collective impairment, the Company used historical trends of the probability of default, the
timing of recoveries and the amount of loss incurred, and made an adjustment if current economic and credit
conditions were such that the actual losses were likely to be greater or less than suggested by historical
trends.

An impairment loss was calculated as the difference between its carrying amount and the present value of
the estimated future cash flows, discounted at the asset’s original effective interest rate. When the Company
considered that there were no realistic prospects of recovery of the asset, the relevant amounts were written
off. If the amount of impairment loss subsequently decreased and the decrease was related objectively to an
event occurring after the impairment was recognised, then the previously recognised impairment loss was
reversed through profit or loss.

Available-for-sale financial assets

Impairment losses on available-for-sale financial assets were recognised by reclassifying the losses
accumulated in the fair value reserve in equity to profit or loss. The amount reclassified was the difference
between the acquisition cost (net of any principal repayment and amortisation) and the current fair value,
less any impairment loss recognised previously in profit or loss. Ifthe fair value of an impaired available-
for-sale debt security subsequently increased and the increase was related objectively to an event occurring
after the impairment loss was recognised, then the impairment loss was reversed through profit or loss.
Impairment losses recognised in profit or loss for an investment in an equity instrument classified as
available-for-sale were not reversed through profit or loss.

Impairment - 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 accompanying notes form an integral part of these consolidated financial statements.

GOLDEN SAINT TECHNOLOGIES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the financial year ended 31 March 2019

6. Summary of significant accounting policies (continued)

Impairment - Non-financial assets (continued)

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

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

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

Trade and other payables

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

Interest-bearing loans and borrowings

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

Determination of Fair Values

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

Trade and other receivables

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

Non-derivative financial liabilities

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

Other financial assets and liabilities

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

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

GOLDEN SAINT TECHNOLOGIES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the financial year ended 31 March 2019

6. Summary of significant accounting policies (continued)

Provisions

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

Finance income

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

Income tax

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

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

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

Deferred income tax liabilities are recognised for all taxable temporary differences. Deferred income tax
assets are recognised for all deductible temporary differences, carry forward of unused tax credits and
unused tax losses, to the extent that it is probable that taxable profit will be available against which the
deductible temporary differences, and the carry forward of unused tax credits and unused tax losses, can be
utilised, except:
• In respect of deductible temporary differences associated with investments in subsidiaries, deferred income
tax assets are recognised only to the extent that it is probable that the temporary differences will reverse in
the foreseeable future and taxable profit will be available against which the temporary differences can be
utilised.
The carrying amount of deferred income tax assets is reviewed at the end of each reporting period and
reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all
or part of the deferred income tax asset to be utilised. Unrecognised deferred income tax assets are
reassessed at the end of each reporting period and are recognised to the extent that it has become probable
that future taxable profit will be available to allow the deferred tax asset to be recovered.

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

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

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

GOLDEN SAINT TECHNOLOGIES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the financial year ended 31 March 2019

6. Summary of significant accounting policies (continued)

Foreign currencies

i) Functional and presentation currency

Group has continued to use US dollars as its functional currency however since acquisition Group's
major transactions have been in Singapore Dollars. Group plans to grow its business in other South East
Asian countries and will reassess its functional currency within the next 12 months. Group’s
presentation currency is also US dollars.

ii) Transaction and Balances

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

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

iii) Group Companies

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

• Assets and liabilities for each statement of financial position presented as translated at the closing rate
at the date of the statement of financial position.
• Income and expenses for each income statement and statement of profit or loss and other
comprehensive income are translated at average exchange rates (unless this is not a reasonable
approximation of the cumulative effect of the rates prevailing on the transactions dates, in which case
income and expenses are translated at the dates of the transactions), and
• All resulting exchange differences are recognised in other comprehensive income

Revenue Recognition

These accounting policies are applied on and after the initial application date of FRS 115/IFRS 15, 1 April
2018:

Revenue is measured based on the consideration to which the Company expects to be entitled in exchange
for transferring promised goods or services to a customer, excluding amounts collected on behalf of third
parties.

Revenue is recognised when the Company satisfies a performance obligation by transferring a promised
good or service to the customer, which is when the customer obtains control of the good or service. A
performance obligation may be satisfied at a point in time or over time. The amount of revenue recognised is
the amount allocated to the satisfied performance obligation.

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

GOLDEN SAINT TECHNOLOGIES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the financial year ended 31 March 2019

6. Summary of significant accounting policies (continued)

Revenue Recognition (continued)

Rendering of services

Revenue from rendering of services is recognised as performance obligations are satisfied. Payments are due
from customers based on the agreed billing milestone stipulated in the contracts or based on the amounts
certified by the customers.

Where performance obligations are satisfied over time as work progresses, revenue is recognised
progressively based on the percentage of completion method. The stage of completion is assessed by
reference to the cost incurred relative to total estimated costs (input method). The related costs are
recognised in profit or loss when they are incurred, unless they relate to future performance obligations.

If the value of services rendered for the contract exceeds payments received from the customer, a contract
asset is recognised and presented separately on the balance sheet. The contract assets are transferred to
receivables when the entitlement to payment becomes unconditional. If the amounts invoiced to the
customer exceeds the value of services rendered, a contract liability is recognised and separately presented in
the statement of financial position.

These accounting policies are applied before the initial application date of FRS 115/IFRS 15, 1 April 2018:

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.

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

GOLDEN SAINT TECHNOLOGIES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the financial year ended 31 March 2019

7. Net Operating Expenses

Continuing operations
Cost of goods sold
Employee costs
Travel expenses
Admin expenses
Lease expenses
Distribution, Advertising and promotion expenses
General expenses
Depreciation of property plant and equipment
Occupancy costs
Income tax expenses

8. Key management personnel

2019
US$’000

2018
US$’000

3,147
2,793
78
327
111
107
78
39
19
17
6,716

1,771
1,452
-
859
127
88
-
35
-
36
4,368

2019
US$’000

2018
US$’000

Directors’ emoluments

370

122

9. Employee cost

Wages and salaries
Wages and salaries – Cost of sales
Total

2019
US$’000

2018
US$’000

1,177
561
1,738

1,610
122
1,732

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

GOLDEN SAINT TECHNOLOGIES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the financial year ended 31 March 2019

10. Earnings per share

Profit/ (loss) for the period attributable to members of

(385)

270

2019
US$’000

2018
US$’000

Basic earnings per share is calculated by dividing the profit
attributable to owners of the Parent by the weighted average
number of ordinary share in issue during the year.

Basic weighted average number of ordinary
shares in issue

Basic earnings per share-cents

Diluted earnings per share-cents

11. Segment Reporting

669,126,659

235,002

(0.00)

1.14

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

2019
US$’000

2018
US$’000

Cash at bank

871

788

There are no restrictions on the cash currently held by the Group.

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

GOLDEN SAINT TECHNOLOGIES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the financial year ended 31 March 2019

13. Trade and Other Receivables

Trade receivables
Other receivables

14. Inventories

Inventories
Less: Allowance for inventory obsolescence

2019
US$’000

2018
US$’000

1,889
253
2,142

1,182
-
1,182

2019
US$’000

2018
US$’000

605
(290)
315

334
(322)
12

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

2019
US$’000

2018
US$’000

Balance at beginning of year
Write-back of allowance for inventory obsolescence
Balance at end of year

322
(32)
290

336
(14)
322

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

GOLDEN SAINT TECHNOLOGIES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the financial year ended 31 March 2019

15. Property, plant and equipment

Building and
improvements

Renovation
in progress

Furniture &
Office
equipment

USD’ 000

Vehicle

Total

34
38
-

72
-
(34)

34
12
-

46
12
(34)

37
(37)
-

-
-
-

374
3
-

377
70
-

447

369
3
-

372
8
-

380

218
108
(87)

239
-
(48)

191

148
20
(56)

112
15
(33)

127

664
111
(87)

688
70
(82)

676

551
35
(56)

530
35
(67)

498

158

177

Cost

As at 1 April 2017
Additions / Transfer in
Disposal / Write-off

As at 31 March 2018
Additions / Transfer in
Disposal / Write-off

As at 31 March 2019

Accumulated depreciation

As at 1 March 2017
Charge for the year
Adjustments for disposal

As at 31 March 2018
Charge for the year
Adjustments for disposal

As at 31 March 2019

As at 31 March 2018

As at 31 March 2019

During the period all residual mining assets were divested via an in-specie distribution to shareholders.
Upon acquiring EMS, the Company increased its net asset position through the issue of consideration shares
to EMS shareholders.

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

GOLDEN SAINT TECHNOLOGIES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the financial year ended 31 March 2019

16. Work in progress

Contract assets
Contract liabilities

2019
US$’000

2018
US$’000

595
(45)
550

208
-
208

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

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

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

17.

Intangible Assets

Cost as at 1 April and 31 March

Fair value :
As at 1 April

As at 31 March

There was no impairment during the period.

2019
US$’000

2018
US$’000

6
6

-
-

18.

Subsidiaries

Details of the Company’s subsidiaries at 31 March 2019 are as follows:

Name of Subsidiary

Place of
Incorporation

Proportion of
Ownership
Interest

Proportion
of Voting
Power

Golden Saint Technologies
(Australia) Pty Ltd

Australia

EMS Wiring Systems Pte. Ltd

Singapore

100

EMS Wiring Systems Pte. Ltd. completed a reverse takeover during the period and accordingly, the
presentation of the financial statements represents the operations of this entity, with the legal parent
entity treated as acquiree. Financial comparatives are therefore of EMS Wiring Systems Pte. Ltd.

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

GOLDEN SAINT TECHNOLOGIES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the financial year ended 31 March 2019

19.

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, Golden Saint Technologies Ltd, is not liable to corporation tax in BVI, so it has no
provision for deferred tax. However, Golden Saint Technologies (Australia) Pty Ltd is liable to tax
in Australia and EMS is liable for tax in Singapore.

Current income tax
Adjustments for prior year

Deferred tax expenses

2019
US$’000

2018
US$’000

5
-
5
11
16

25
-
25
9
34

The tax expense on the results of the financial year for the Company varies from the amount of
income tax determined by applying the Singapore statutory rate of income tax on Company’s profit
as a result of the following differences:

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

GOLDEN SAINT TECHNOLOGIES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the financial year ended 31 March 2019

20.

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

Issued and Fully Paid – Common Shares
At 31 December 2013

Issued during the period 1 January 2014 to 30 June
2014
At 30 June 2014

Issued during the period 1 July 2014 to 31
December 2014
At 31 December 2014

Issued during the period 1 January 2015 to 30 June
2015
At 30 June 2015

Issued during the period 1 July 2015 to 31
December 2015
At 31 December 2015

Issued during the period 1 January 2016 to 30 June
2016
At 30 June 2016

Issued during the period 1 July 2016 to 31
December 2016
At 31 December 2016

Issued during the period 1 January 2017 to 30 June
2017

At 30 June 2017
Issued during the period 1 July 2017 to 31
December 2017
At 31 December 2017
Issued during the period 1 January 2018 to 31
March 2018

At 31 March 2018
Elimination of shares on reverse takeover
Existing shares on acquisition
Issued during the period 1 April to 31 March
2019
At 31 March 2019

Number of
Shares

US$

420,172,001

48,753,609

420,172,001

48,753,609

60,124,397

1,326,007

480,296,398

50,079,616

639,946,772

2,119,902

1,120,243,170

52,199,518

1,006,785,674

660,195

2,127,028,884

52,859,713

2,374,694,364

1,825,971

4,501,723,248

54,685,684

1,333,333,333

391,587

5,835,056,581

55,077,271

2,987,200,001

812,370

8,822,256,582
2,927,714,286

11,749,970,868
1,220,333,332

55,868,865
947,135

56,816,000
259,000

12,970,304,200
(12,970,304,200)
259,406,084
736,075,918

57,075,000
(57,075,000)
-
1,623,000

995,482,002

1,623,000

GOLDEN SAINT TECHNOLOGIES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the financial year ended 31 March 2019

21.

Non-controlling equity interest

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

22.

Trade and other payables

Trade payables
Accruals
Other payables

2019
US$’000

2018
US$’000

1,365
291
57
1,713

562
-
-
562

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

23.

Commitments and Contingencies

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

24.

Subsequent Events

Subsequent to the reporting date, the Company made an investment of US$22,000 in a newly-
incorporated company, IS-EMS Pte Ltd. As a result of this investment, IS-EMS Pte Ltd became an
associate of the Company.

25.

Acquisition of EMS Wiring Systems Pte. Ltd.

On 31 May 2018 Golden Saint Technologies Ltd (“GST”) completed the legal acquisition of EMS
Wiring Systems Pte. Ltd. (“EMS”) and it’s controlled entities.

Under the International Financial Reporting Standards, EMS Wiring Systems Pte. Ltd. was deemed
to be the accounting acquirer in this transaction. The acquisition has been accounted for as a share
based payment by which EMS Wiring Systems Pte. Ltd. acquires the net assets and listing status of
Golden Saint Technologies resulting in the Golden Saint Technologies Group.

The purchase consideration is calculated as follows:

a) The issue of 605,280,863 shares in GST to the existing shareholders of EMS in

consideration for 100% ownership of EMS.

b) The purchase consideration is deemed to have a value of US$1,170,966 (US$7.54*155,367)

calculated as below:

 US$ 7.54 per share net asset value of EMS as at 31 March 2018.
 EMS additional shares of 155,367 to be issued had the business combination taken
place in the form of EMS issuing additional shares to GST shareholders in exchange
for their shares in GST for the ratio of ownership interest in the combined entity to
be the same.

GOLDEN SAINT TECHNOLOGIES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the financial year ended 31 March 2019

25.

Acquisition of EMS Wiring Systems Pte. Ltd. (continued)

c) The fair value of the identifiable assets and liabilities of Golden Saint Technologies Ltd as at

the date of acquisition: US$ 821,000

d) Excess of deemed purchase consideration over net assets acquired

Deemed consideration
Net assets of Golden Saint Technologies Limited

Impairment of goodwill on reverse takeover

US$000
1,171
(821)
-------
350
------

26.

Related party transactions

During the period 1 April 2018 to 31 March 2019, there were no related party transactions
other than loans between wholly owned subsidiaries.

27.

Financial risk management objectives and policies

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

Credit risk

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

Foreign Currency Risk
Currency risk is the risk that the value of a financial instrument will fluctuate due to changes in
foreign exchange rates. The table below indicates the currencies to which the Group had significant
exposure at 31 March 2019 on its monetary assets and liabilities. The analysis calculates the effect
of a reasonably possible movement of the currency rate against the US dollar, with all other
variables held constant on the statement of comprehensive income (due to the fair value of currency
sensitive nontrading monetary assets and liabilities). A positive amount in the table reflects a
potential net increase in the consolidated statement of comprehensive income.

28.

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.

GOLDEN SAINT TECHNOLOGIES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the financial year ended 31 March 2019

28.

Liquidity risk (continued)

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 2019:
Trade and other payables

1,365

348

1,713

29.

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 2019, please see Note 15.

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

30.

Capital management

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

Capital consists of total equity.

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

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

The Company is registered with the Building and Construction Authority and is required to maintain
certain minimum capital and net worth. The Company has complied with the applicable capital
requirements for the financial years ended 31 March 2019 and 31 March 2018.

31.

Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will
fluctuate because of changes in market interest rates. A sensitivity analysis is not presented, as all
borrowing costs have been capitalised as at 31 March 2019; therefore, profit or loss and equity
would have not been affected by changes in the interest rate.

GOLDEN SAINT TECHNOLOGIES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the financial year ended 31 March 2019

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 the
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 Mr William Knight is the other participating
member and is 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

Tone Goh
Pierre Fourie
Raphael Teo
William Knight
Malcolm Groat

Salary

CPF

Total

US$'000

117
43
177
16
2
355

123
43
186
16
2
370

On behalf of the Board

Tone Goh
Executive Chairman
31 July 2019

GOLDEN SAINT TECHNOLOGIES LTD-BVI

PARENT COMPANY STATEMENT OF FINANCIAL POSITION
As at 31 March 2019

ASSETS
Non-Current Assets
Intangible assets
Intercompany loan
Total non-current assets

Current assets
Cash and cash equivalents
Trade and other receivables
Inventories

Total current assets

TOTAL ASSETS

EQUITY
Share capital
Reserves
Retained earnings
Total equity

LIABILITIES
Current liabilities
Trade and other payables
TOTAL LIABILITIES
TOTAL EQUITY & LIABILITIES

2019
US$’000

6
356
362

38
1
299

338

700

58,698
-
(58,032)
666

34
34
700

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 profit for the financial year as determined in accordance with IFRS is US$ 152,761.
The Company had no operating cash flows in the period, and therefore no cash flow statement has
been prepared.

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

GOLDEN SAINT TECHNOLOGIES LTD-BVI

PARENT COMPANY STATEMENT OF CHANGES IN EQUITY
For the financial year ended 31 March 2019

Share
Capital
US
$’000

As at 1 April 2018

(57,075)

Comprehensive income for the
year
Total comprehensive income
for the year

Transaction with owners in
their capacity as owners
Shares issued during the period

Share issue costs

Listing reserves

(2,292)

669
-

As at 31 March 2019

(58,698)

Reserves

Retained Earnings

Total Equity

US
$’000

-
-

US
$’000

58,185

(153)

-
-

58,032

US
$’000

1,110

(153)

(2,292)

669
-

(666)

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

REPORT OF THE INDEPENDENT AUDITOR TO

THE MEMBERS OF GOLDEN SAINT TECHNOLOGIES LIMITED

Opinion

In our opinion:

‐

the financial statements give a true and fair view of the state of the Golden Saint Technologies
Limited (“the Company”) and its subsidiaries (collectively referred to as “the Group”) affairs as
at 31 March 2019 and of the Group’s loss for the year then ended;

the Group financial statements have been properly prepared in accordance with International
Financial Reporting Standards (IFRSs) as adopted by the European Union;

the parent company financial statements have been properly prepared in accordance with
applicable law and IFRSs as adopted by the European Union; and

the financial statements have been prepared in accordance with the requirements of the
Companies Act 2006 and, as regards the Group financial statements, Article 4 of the IAS
Regulation.

Whom we are reporting to

This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part
16 of the Companies Act 2006. 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.

What we have audited

The financial report of Golden Saint Technologies Limited for the year ended 31 March 2019, which
comprises the following statements:

‐ Consolidated Statement of Comprehensive Income,

‐ Consolidated Statement of Financial Position,

‐ Consolidated Statement of Changes in Equity,

‐ Consolidated Statement of Cash Flows,

‐ Parent Company Statement of Financial Position,

‐ Parent Company Statement of Changes in Equity, and

‐ All related notes to the above.

The financial reporting framework that has been applied in the preparation of the Group and parent
company financial statements is applicable law and IFRSs as adopted by the European Union.

Overview of Audit Approach

We set materiality for the Group at 1.5% of revenue: USD 99,000.

We performed full scope audit procedures over all Group entities.

Key Audit Matters

Key audit matters are those matters that, in our professional judgement, were of most significance in
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. These matters included
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. These matters were addressed in the context of our
audit of the Financial Statements as a whole, and in forming our opinion thereon, and we do not provide
a separate opinion on these matters.

We have determined the matter described below to be a key audit matter to be communicated in our
report.

Accounting for acquisition of EMS Wiring Systems PTE. Limited

Refer to Note 25, Acquisition of EMS Wiring System PTE. Ltd. and Note 2 Basis of Preparation

Key audit matter
The acquisition of EMS Wiring System PTE. Ltd
has been accounting for by the Company as a
continuation of the financial statements of the
accounting acquirer (EMS Wiring Systems Pte.
Limited), together with share base payment
measured in accordance with IFRS 2 Share
Based Payments.

for

this

transaction

is complex,
Accounting
requiring management to exercise judgment to
determine whether the acquisition should give
accounting
rise
the accounting
methodology and whether
acquire meets the definition of a business under
IFRS 3 Business combinations.

acquisition

reverse

We focused on this area as a key audit matter
due to the size and scope of the acquisition and
the
in
accounting for this transaction.

judgments and complexity

involved

How our report addressed the report
Our audit work includes, but was not restricted to,
the following;

 Reviewing the share sale agreement
involving Golden Saint Technologies
Ltd. and the Company, and reviewing
the
to
understand key terms and conditions;

Company’s

prospectus

 Critically evaluating

the bases

for
reverse
management adoption of
acquisition and share based payment
accounting methodology. This included
an analysis of
the aforementioned
factors;

 Assessing management mathematical
application of
reverse acquisition
accounting methodology, including the
calculation of relative voting rights in the
combined entity after the transaction

 Testing whether

the

accounting
acquiree comprised an integrated set of
activities and assets comprises input
and process and hence constitute a
business

 Assessing the appropriateness of
relevant disclosures in the financial
statements.

Our application of materiality and an overview of the scope of our audit

Materiality

We define materiality as the magnitude of a misstatement in the financial statements that makes it
probable that the economic decisions of a reasonably knowledgeable person would be changed or
influenced. We use materiality in determining the nature, timing and extent of our audit work and in
evaluating the results of that work. We determined materiality for the Group financial statements as a
whole to be USD 99,000, which represents 1.5% of the Group’s revenue for the year ended 31 March
2019.

This benchmark is considered the most appropriate because this is a key performance measure used
by the Board of Directors to report to investors on the financial performance of the Group.

We use a different level of materiality, performance materiality, to drive the extent of our testing and this
was set at 75% of financial statement materiality for the audit of the Group financial statements. We
also determine a lower level of specific materiality for certain areas such as Directors’ remuneration and
related party transactions.

We agreed with the Board that we would report all audit differences in excess of USD 4,900, as well as
differences below that threshold that, in our view, warranted reporting on qualitative grounds. We also
report to the Audit Committee on disclosure matters that we identified when assessing the overall
presentation of the financial statements.

Overview of the scope of our audit

A description of the generic scope of an audit of financial statements is provided on the Financial
Reporting Council’s website at www.frc.org.uk/auditscopeprivate. We conducted our audit in
accordance with International Standards on Auditing (ISAs) (UK and Ireland). Our responsibilities under
those standards are further described in the ‘Responsibilities for the financial statements and the audit’
section of our report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for
our opinion. We are independent of the Group in accordance with the Auditing Practices Board’s Ethical
Standards for auditors, and we have fulfilled our other ethical responsibilities in accordance with those
Ethical Standards.

The Group has operations in the Singapore and Australia and are managed by the Group’s
management, which operates from Singapore. Through our procedures, all Group entities were
subjected to a comprehensive audit approach. Our audit approach was based on a thorough
understanding of the Group’s business and is risk based, and in particular included:

‐

undertaking interim procedures before the year end date to evaluate the Group’s internal control
environment, including IT systems and controls;

at this visit, we performed an evaluation of the design effectiveness of controls over key financial
statement risk identified as part of our risk assessment, reviewed the accounts production
process and performed certain transactional procedures for the first nine months of the year in
advance of the year end;

at the final audit visit, we undertook substantive testing on significant transactions, balances
and disclosures, the extent of which was based on various factors such as our overall
assessment of the control environment, the effectiveness of controls over individual systems
and the management of specific risks; and

the scope of the current year audit has remained consistent with the scope of that of the prior
year.

Opinion on Other Matters prescribed by the Companies Act 2006

Our opinion on other matters prescribed by the Companies Act 2006 are unmodified. In our opinion, the
part of the Directors’ Remuneration Report to be audited has been properly prepared in accordance
with the Companies Act 2006.

In our opinion, based on the work undertaken in the course of the audit:

‐

the information given in the Report of the Directors for the financial year for which the financial
statements are prepared is consistent with the financial statements; and

the Report of the Directors has been prepared in accordance with applicable legal
requirements.

In the light of the knowledge and understanding of the Group and Parent Company and its environment
obtained in the course of the audit, we have not identified material misstatements in the Report of the
Directors.

Matters on which we are required to report by exception

Under the Companies Act 2006 we are required to report to you if, in our opinion:

‐

adequate accounting records have not been kept by the parent company, or returns adequate
for our audit have not been received from branches not visited by us; or

the parent company financial statements and the part of the Directors’ Remuneration Report to
be audited are not in agreement with the accounting records and returns; or

certain disclosures of Directors’ remuneration specified by law are not made; or

‐ we have not received all the information and explanations we require for our audit.

Under the Listing Rules, we are required to review:

‐

the Directors’ statements in relation to going concern and longer-term viability; and

the part of the Corporate Governance Statement relating to the Company’s compliance with
the provisions of the UK Corporate Governance Code specified for our review.

Under the ISAs (UK and Ireland), we are required to report to you if, in our opinion, information in the
annual report is:

‐ materially inconsistent with the information in the audited financial statements; or

‐

apparently materially incorrect based on, or materially inconsistent with, our knowledge of the
Group acquired in the course of performing our audit; or

otherwise misleading.

In particular, we are required to report to you if:

‐ we have identified any inconsistencies between our knowledge acquired during the audit and
the Directors’ statement that they consider the annual report is fair, balanced and
understandable; or

‐

the annual report does not appropriately disclose those matters that were communicated to the
Audit Committee which we consider should have been disclosed.

We have nothing to report in respect of any of the above matters.

We also confirm that we do not have anything material to add or to draw attention to in relation to:

‐

the Directors’ confirmation in the annual report that they have carried out a robust assessment
of the principal risks facing the Group including those that would threaten its business model,
future performance, solvency or liquidity;

‐

the disclosures in the annual report that describe those risks and explain how they are being
managed or mitigated;

the Directors’ statement in the financial statements about whether they have considered it
appropriate to adopt the going concern basis of accounting in preparing them, and their
identification of any material uncertainties to the Group’s ability to continue to do so over a
period of at least twelve months from the date of approval of the financial statements; and

the Directors’ explanation in the annual report as to how they have assessed the prospects of
the Group, over what period they have done so and why they consider that period to be
appropriate, and their statement as to whether they have a reasonable expectation that the
Group will be able to continue in operation and meet its liabilities as they fall due over the period
of their assessment, including any related disclosures drawing attention to any necessary
qualifications or assumptions.

Responsibilities for the financial statements and the audit

What the Directors are responsible for:

As explained more fully in the Statement of Directors’ Responsibilities, the Directors are responsible for
the preparation of the financial statements and for being satisfied that they give a true and fair view.

What we are responsible for:

Our responsibility is to audit and express an opinion on the financial statements in accordance with
applicable law and International Standards on Auditing (UK and Ireland). Those standards require us
to comply with the Auditing Practices Board’s Ethical Standards for Auditors.

NICHOLAS HOLLENS

Senior Statutory Auditor for and on behalf of Greenwich & Co UK

Statutory Auditor, Chartered Accountants

Perth, Australia

31 July 2019