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REG - GS Chain PLC - Audited Results And Notice of AGM

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RNS Number : 4429K  GS Chain PLC  31 October 2024

31 October 2024

GS CHAIN PLC
("GS Chain" or the "Company")

Audited Results

And

Notice of Annual General Meeting

 

GS Chain (LSE: GSC) is pleased to announce its audited results for the Period
Ended 30 June 2024. The full audited financial statements will be uploaded to
the Company website: https://gschain.world/ (https://gschain.world/) .

The Company announces it will hold its Annual General Meeting ("AGM") at
3:00pm (London Time) on 17 December 2024 at the 72 Charlotte Street, London
W1T 4QQ. Further details on the arrangement for this year's AGM are set out in
the Notice of AGM. The Notice of AGM, together with a Form of Proxy, will be
posted to shareholders in due course and will also be available on the
Company's website.

This announcement contains information which, prior to its disclosure,
constituted inside information as stipulated under Regulation 11 of the Market
Abuse (Amendment) (EU Exit) Regulations 2019/310 (as amended).

The directors of GS Chain Plc accept responsibility for this announcement.

For further information please contact:

 GS Chain Plc
 Alan Austin, CEO                    alan@gschain.world (mailto:alan@gschain.world)

                                     +44 20 3989 2217
 Leon Filipovic, Chairman            leon@gschain.world (mailto:leon@gschain.world)
 First Sentinel (Corporate Adviser)
 Brian Stockbridge                   brian@first-sentinel.com (mailto:brian@first-sentinel.com)

                                     +44 (0) 7858 888 007

 

 

 

 

 

 

 

 

CEO'S STATEMENT

Business strategy and objectives

The Company remains focused on identifying and acquiring businesses within the
technology sector, particularly those utilising advanced technologies in
fintech, banking, finance, and blockchain. Through ongoing due diligence and
disciplined execution, we continue to seek acquisition targets that align with
our growth strategy, ensuring both short-term impact and long-term
sustainability.

 

While the Board of Directors draws from a diverse range of industry expertise,
our efforts have been concentrated on technology-driven sectors. The Board
remains open to considering other industries if they offer strong potential
for value creation and complement the Company's objectives.

 

Building on the foundations established since our listing, GS Chain Plc is
dedicated to creating enduring shareholder value by acquiring high-quality
companies with strong growth potential. The experience and industry knowledge
of the Board continue to guide us in capitalizing on strategic opportunities
for sustained success.

 

Review of activities for the year ended 30 June 2024

The Board of Directors continues to actively evaluate potential acquisition
targets that align with the Company's strategic focus. While no acquisition
costs were incurred during the year ended 30 June 2024, the Company remains
committed to pursuing opportunities that will enhance long-term shareholder
value. Our thorough and ongoing assessment process ensures that only those
companies with significant potential for growth and alignment with our
technological focus are considered for acquisition.

 

Post Year-End Activities:

On 2 September 2024, GS Chain Plc delisted its ordinary shares from the US
OTCQB Market and transitioned to the OTC Pink Market. This change occurred as
a result of the Company's strategic decision not to complete an acquisition
within the allotted 18-month period following its listing on the OTCQB. The
Board had anticipated this transition, and it reflects the natural progression
of our operations as we continue to pursue acquisition opportunities that
align with our long-term goals.

 

It is important to note that this change does not impact GS Chain Plc's
ongoing strategy, operational effectiveness, or future prospects. The
Company's shares continue to trade on the London Main Market, the Frankfurt
Stock Exchange, and the US OTC Pink Market. Our focus remains on identifying
and executing acquisitions within the technology sector, specifically
targeting fintech, banking, finance, and blockchain industries.

 

The Board remains confident in the strength of GS Chain's strategy and our
ability to deliver value to shareholders. Our ongoing due diligence and
acquisition efforts continue unabated, and we view this transition as a
routine development that has no adverse impact on the Company's operational or
financial outlook.

 

Transparency and open communication remain a top priority, and we will
continue to update our stakeholders on any further developments through the
required channels.

 

Board of Directors

The composition of the Board remained stable and unchanged during the year
ended 30 June 2024, ensuring continuity of leadership and the sustained
execution of the Company's strategic vision. The current Board continues to
provide strong governance and direction, leveraging its collective expertise
to drive the Company's growth and long-term objectives.

 

Alan Austin

Chief Executive Officer

 

 

 

 

FINANCIAL REVIEW

 

Loss for the year

For the year the Company recorded a loss of £357,330 (2023: £688,242 loss).
The biggest cost driver was £285,832 (2023: £395,300) in professional fees,
£8,000 (2023: £16,000) in consultancy fees and £57,745 (2023: £48,252) in
accounting and audit fees.

 

Balance Sheet

The total amount of assets on the balance sheet as per the balance sheet date
is £643,965 (2023: £581,916) consisting in the majority of amounts owed by
directors and the Company's cash reserves.

 

The Company's liabilities of £998,341 (2023: £578,962) consist in the
majority of loans from directors, accrued expenses and directors' fees, as
well as accounts payable.

 

Cash flow

Cash used in operations totalled £303,187 (2023: £771,922).

 

Closing cash

At 30 June 2024, the Company held £561,054 (2023: £362,916) in the bank
account.

 

 

Sébastien Guerin

Chief Operating Officer

 

 

STATEMENT OF PROFIT OR LOSS

 

                                                Notes  2024           2023

                                                       £              £

 Administrative expenses                               (355,921)      (688,242)

 Operating loss                                 4      (355,921)      (688,242)

 Finance costs                                  7      (1,409)        -

 Loss before taxation                                  (357,330)      (688,242)

 Income tax expense                             8      -              -

 Loss for the year                                     (357,330)      (688,242)

 Earnings per share                             9
 Basic                                                 (0.09)         (0.17)
 Diluted                                               (0.09)         (0.17)

 Earnings per share from continuing operations
 Basic                                                 (0.09)         (0.17)
 Diluted                                               (0.09)         (0.17)

 

 

 

                                              2024           2023

                                              £              £

 Loss for the year                            (357,330)      (688,242)

 Other comprehensive income:                  -              -

 Total comprehensive income for the year      (357,330)      (688,242)

 

 

STATEMENT OF FINANCIAL POSITION

                                   Notes  2024             2023

                                          £                £

 Current assets
 Trade and other receivables       11     8,998            219,000
 Current tax recoverable           11     73,913           -
 Cash and cash equivalents                561,054          362,916
                                          643,965          581,916

 Current liabilities
 Trade and other payables          17     242,020          178,962
 Current tax liabilities           17     75,321           -
 Borrowings                        12     681,000          400,000
                                          998,341          578,962

 Net current (liabilities)/assets         (354,376)        2,954

 Net (liabilities)/assets                 (354,376)        2,954

 Equity
 Called up share capital           19     66,798           66,798
 Share premium account             20     927,802          927,802
 Retained earnings                        (1,348,976)      (991,646)
 Total equity                             (354,376)        2,954

 

STATEMENT OF CHANGES IN EQUITY

                                                   Share capital  Share premium account  Retained earnings  Total

                                                   £              £                      £                  £
 Balance at 1 July 2022                            66,798         927,802                (303,404)          691,196

 Year ended 30 June 2023:
 Loss and total comprehensive income for the year                                        (688,242)          (688,242)

 Balance at 30 June 2023                           66,798         927,802                (991,646)          2,954

 Year ended 30 June 2024:
 Loss and total comprehensive income for the year                                        (357,330)          (431,243)

 Balance at 30 June 2024                           66,798         927,802                (1,348,976)        (428,289)

 

STATEMENT OF CASH FLOWS

 

                                                                2024                    2023
                                                         Notes  £        £              £          £
 Cash flows from operating activities
 Cash absorbed by operations                             25              (303,187)                 (771,922)

 Net cash outflow from operating activities                              (303,187)                 (771,922)

 Financing activities
 Proceeds from loans from directors                             500,000                 400,000
 Payments of loans to directors                                 -                       (219,000)
 Amount introduced by directors                                 1,325                   -

 Net cash generated in financing activities                              501,325                   181,000

 Net increase / (decrease) in cash and cash equivalents                  198,138                   (590,922)

 Cash and cash equivalents at beginning of year                          362,916                   953,838

 Cash and cash equivalents at end of year                                561,054                   362,916

 

NOTES TO THE FINANCIAL STATEMENTS

 

1    Accounting policies

 

Company information

GS Chain Plc is a public company limited by shares incorporated in England and
Wales. The registered office is Ground Floor, 72 Charlotte Street, London, W1T
4QQ. The Company's principal activities and nature of its operations are
disclosed in the directors' report.

 

1.1      Accounting convention

The financial statements have been prepared in accordance with International
Financial Reporting Standards (IFRS) as adopted for use in the United Kingdom
and with those parts of the Companies Act 2006 applicable to companies
reporting under IFRS, except as otherwise stated.

 

The financial statements are prepared in sterling, which is the functional
currency of the company. Monetary amounts in these financial statements are
rounded to the nearest £.

 

The financial statements have been prepared under the historical cost
convention except for certain financial instruments classified as financial
instruments measured at fair value. The principal accounting policies adopted
are set out below.

 

The Company has not traded or received income since incorporation and so no
accounting policy in respect of revenue recognition is disclosed.

 

1.2      Going concern

The directors have at the time of approving the financial statements a
reasonable expectation that the company has adequate resources to continue in
operational existence for the foreseeable future; details of which are
included in Note 14. While the Company has negative net assets at 30 June
2024, the directors are confident that the existing financing will remain
available to the Company and that additional sources of finance will be
available. The directors committed that the director loans whilst repayable on
demand are not to be repaid until the Company is able to do so without
impacting the Company's solvency and to, alternatively, convert the director
loans into equity; the latter point of which further details are disclosed in
note 22. Thus, the directors continue to adopt the going concern basis of
accounting in preparing the financial statements.

 

1.3      Cash and cash equivalents

Cash represents cash in hand and deposits held on demand with fintech
specialised solutions. Cash equivalents are short-term, highly-liquid
investments with original maturities of three months or less (as at their date
of acquisition). Cash equivalents are readily convertible to known amounts of
cash and subject to an insignificant risk of change in that cash value.

 

In the presentation of the Statement of Cash flows, cash and cash equivalents
also include bank overdrafts. Any such overdrafts are shown within borrowings
under 'current liabilities' on the Statement of Financial Position.

 

1.4     Financial assets

Financial assets are recognised in the company's statement of financial
position when the company becomes party to the contractual provisions of the
instrument. Financial assets are classified into specified categories,
depending on the nature and purpose of the financial assets.

 

Financial assets held at cost

Financial instruments are classified as financial assets measured at cost
where the objective is to hold these assets in order to collect contractual
cash flows, and the contractual cash flows are solely payments acquisition or
issue, and are subsequently carried at cost, less provision for impairment
where necessary.

 

Impairment of financial assets

Financial assets carried at cost are assessed for indicators of impairment at
each reporting end date.

 

The expected credit losses associated with these assets are estimated on a
forward-looking basis. A broad range of information is considered when
assessing credit risk and measuring expected credit losses, including past
events, current conditions, and reasonable and supportable forecasts that
affect the expected collectability of the future cash flows of the instrument.

 

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash
flows from the asset expire, or when it transfers the financial asset and
substantially all the risks and rewards of ownership to another entity.

 

1.5      Financial liabilities

The company recognises financial debt when the company becomes a party to the
contractual provisions of the instruments. Financial liabilities are
classified as either 'financial liabilities at fair value through profit or
loss' or 'other financial liabilities'.

 

Other financial liabilities

Other financial liabilities, including borrowings, trade payables and other
short-term monetary liabilities, are initially measured and subsequently held
at fair value net of transaction costs directly attributable to the issuance
of the financial liability. For the purposes of each financial liability,
interest expense includes initial transaction costs and any premium payable on
redemption, as well as any interest or coupon payable while the liability is
outstanding.

 

Derecognition of financial liabilities

Financial liabilities are derecognised when, and only when, the company's
obligations are discharged, cancelled, or they expire.

 

1.6      Equity instruments

Equity instruments issued by the company are recorded at the proceeds
received, net of direct issue costs. Dividends payable on equity instruments
are recognised as liabilities once they are no longer at the discretion of the
company.

 

1.7      Taxation

The tax expense represents the sum of the tax currently payable and deferred
tax.

 

Current tax

The tax currently payable is based on taxable profit for the year. Taxable
profit differs from net profit as reported in the income statement because it
excludes items of income or expense that are taxable or deductible in other
years and it further excludes items that are never taxable or deductible. The
company's liability for current tax is calculated using tax rates that have
been enacted or substantively enacted by the reporting end date.

 

Deferred tax

Deferred tax is the tax expected to be payable or recoverable on differences
between the carrying amounts of assets and liabilities in the financial
statements and the corresponding tax bases used in the computation of taxable
profit, and is accounted for using the balance sheet liability method.
Deferred tax liabilities are generally recognised for all taxable temporary
differences and deferred tax assets are recognised to the extent that it is
probable that taxable profits will be available against which deductible
temporary differences can be utilised. Such assets and liabilities are not
recognised if the temporary difference arises from goodwill or from the
initial recognition of other assets and liabilities in a transaction that
affects neither the tax profit nor the accounting profit.

 

The carrying amount of deferred tax assets is reviewed at each reporting end
date and reduced to the extent that it is no longer probable that sufficient
taxable profits will be available to allow all or part of the asset to be
recovered. Deferred tax is calculated at the tax rates that are expected to
apply in the period when the liability is settled or the asset is realised.
Deferred tax is charged or credited in the income statement, except when it
relates to items charged or credited directly to equity, in which case the
deferred tax is also dealt with in equity. Deferred tax assets and liabilities
are offset when the company has a legally enforceable right to offset current
tax assets and liabilities and the deferred tax assets and liabilities relate
to taxes levied by the same tax authority.

 

1.8      Employee benefits

The costs of short-term employee benefits are recognised as a liability and an
expense, unless those costs are required to be recognised as part of the cost
of inventories or non-current assets.

 

The cost of any unused holiday entitlement is recognised in the period in
which the employee's services are received.

 

Termination benefits are recognised immediately as an expense when the company
is demonstrably committed to terminate the employment of an employee or to
provide termination benefits.

 

1.9      Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the
rates of exchange prevailing at the dates of the transactions. At each
reporting end date, monetary assets and liabilities that are denominated in
foreign currencies are retranslated at the rates prevailing on the reporting
end date. Gains and losses arising on translation in the period are included
in profit or loss.

 

1.10   Earnings per share

Basic earnings per share is calculated by dividing the profit attributable to
owners of the Company, excluding any costs of servicing equity other than
ordinary shares by the weighted average number of ordinary shares outstanding
during the financial year, adjusted for bonus elements in ordinary shares
issued during the year and excluding treasury shares.

 

The Company is loss making throughout the period considered in this Financial
Information, therefore diluted earnings per share has not been considered.

 

2     Adoption of new and revised standards and changes in accounting
policies

 

Standards which are in issue but not yet effective

 

The standards and interpretations that are issued, but not yet effective, up
to the date of issuance of the Financial Information are listed below. The
Company intends to adopt these standards, if applicable, when they become
effective.

 

 IAS 1             Amendments regarding the classification of liabilities as current or
                   non-current - effective 1 January 2024

 IAS 1             Amendments regarding non-current liabilities with covenants - effective 1
                   January 2024

 IAS 21            Amendments regarding when a currency is exchangeable and how to determine the
                   exchange rate when it is not - effective 1 January 2025
 IFRS 7 and IAS 7  Amendments regarding disclosure requirements for entities to provide
                   qualitative and quantitative information about supplier finance arrangements -
                   effective 1 January 2024
 IFRS 16           Amendments regarding a sale and leaseback transaction - effective 1 January
                   2024

 

The Company is evaluating the impact of the new and amended standards above.

 

The Directors believe that these new and amended standards are not expected to
have a material impact on the Company's results or shareholders' funds.

 

3    Critical accounting judgements and key sources of estimation
uncertainty

 

In the application of the Company's accounting policies, the directors are
required to make judgements, estimates and assumptions about the carrying
amount of assets and liabilities that are not readily apparent from other
sources. The estimates and associated assumptions are based on historical
experience and other factors that are considered to be relevant. Actual
results may differ from these estimates.

 

The estimates and underlying assumptions are reviewed on an ongoing basis.
Revisions to accounting estimates are recognised in the period in which the
estimate is revised, if the revision affects only that period, or in the
period of the revision and future periods if the revision affects both current
and future periods.

 

The estimates and assumptions which have a significant risk of causing a
material adjustment to the carrying amount of assets and liabilities are
outlined below.

 

Critical judgements

 

Going concern basis

The most significant judgement relates to the adoption of the going concern
basis given the Company has not recorded any revenue since the date of
incorporation.

 

The directors consider the Company's cash balances to be sufficient given the
cash burn rate of the Company since listing on the London Stock Exchange to
ensure the Company will be able to continue as a going concern for a period of
at least 12 months from the authorisation of these financial statements.

 

Further details can be found in the Directors' report under the section headed
Going Concern.

 

4    Operating loss

 

Operating loss for the year is stated after charging:

 

                                                                                 2024        2023
                                                                                 £           £

 Fees payable to the company's auditor for the audit of the company's financial  30,602      26,700
 statements

 

5    Employees

 

The average monthly number of persons (including directors) employed by the
company during the year was 5 (2023: 5).

 

Their aggregate remuneration comprised:

 

                        2024      2023
                        £         £

 Wages and salaries     -         216,000
 Social security costs  -         2,900

                        -         218,900

 

6    Directors' remuneration

 

                                       2024      2023
                                       £         £

 Remuneration for qualifying services  -         216,000

 

Remuneration disclosed above includes the following amount paid respectively
to the highest paid directors, of which there are four such individuals paid
equally (further details included in the Directors' Remuneration report):

 

                                       2024      2023
                                       £         £

 Remuneration for qualifying services  -         48,000

 

Since the Company was registered as a public company on 28 July 2021 four of
the directors receive a monthly fee of £4,000 and one director receives a
monthly fee of £2,000 under the terms of their respective service agreements
for their services to the Company. From 1 July 2023 the directors have agreed
to waive payment of future fees until such a time that a reverse takeover or
acquisition is completed.

 

7    Finance costs

 

                         2024       2023
                         £          £

 Other interest payable  1,409      -

8    Income tax expense

 

Analysis of tax expense

No liability to UK corporation tax arose on the ordinary activities of the
Company for the year ended 30 June 2024 or year ended 30 June 2023.

 

Factors affecting the tax expense

The charge for the year can be reconciled to the loss per the statement of
profit or loss as follows:

 

                                                                         2024           2023
                                                                         £              £

 Loss before taxation                                                    (357,330)      (688,242)

 Expected tax credit based on a corporation tax rate of 25% (2023: 19%)  (89,333)       (130,766)
 Unrecognised deferred tax assets                                        89,333         130,766

 Taxation charge for the year                                            -              -

 

At the year end, there were cumulative unrecognised deferred tax assets of
£334,378 (2023: £188,413) in respect of unutilised tax losses. These have
not been recognised as their recovery cannot be determined with reasonable
certainty.

 

9    Earnings per share

 

                                                                          2024                 2023
                                                                          Number               Number
 Number of shares
 Weighted average number of ordinary shares for basic earnings per share  399,985,888          399,985,888

                                                                          2024                 2023
                                                                          £                    £
 Earnings
 Continuing operations
 Loss for the period from continued operations                            (357,330)            (688,242)

                                                                          2024                 2023
                                                                          Pence per share      Pence per share
 Basic and diluted earnings per share
 From continuing operations                                               (0.09)               (0.17)

 

Basic earnings per share is calculated by dividing the earnings attributable
to ordinary shareholders by the weighted average number of ordinary shares
outstanding during the period.

 

Diluted earnings per share is calculated using the weighted average number of
shares adjusted to assume the conversion of all dilutive potential ordinary
shares.

 

10   Operating segments

 

The Board considers that during both the year ended 30 June 2024 and year
ended 30 June 2023 the Company continued with its quest to analyse a list of
potential acquisition targets throughout the period.

 

The Company's focus is on acquisitions in the technology space; specifically
targeting companies that leverage state of the art technology in automotive,
fintech, real estate, banking, finance, telecommunications and blockchain
industries.

 

11   Trade and other receivables

 

                          2024        2023
                          £           £

 Loans to directors       -           219,000
 Other receivables        608         -
 Prepayments              8,390       -

                          8,998       219,000

 Current tax recoverable  73,913      -

 

The directors consider that the carrying amounts of financial assets held in
the financial statements approximate to their fair values.

 

Loans comprise solely of amounts loaned to directors. The loan is interest
free and repayable on demand.

 

12   Borrowings

 

                           2024         2023
                           £            £
 Borrowings held at cost:
 Directors' loans          681,000      400,000

 

Loans comprise two loans introduced by Leon Filipovic, one of £400,000
granted on 14(th) March 2023, and the other of £500,000 on 23(rd) October
2023. The loans are interest free and repayable on demand. The loans will not
be recalled until such a time that there are sufficient funds within the
Company to enable repayment and for the business to remain a going concern.
There has been, as disclosed in Note 23, an off set of £219,000 against this
balance, reconciling to £681,000.

 

13   Fair value of financial liabilities

 

The directors consider that the carrying amounts of financial liabilities held
in the financial statements approximate to their fair values.

 

14   Liquidity risk

 

The following table details the remaining contractual maturity for the
company's financial liabilities. The contractual maturity is based on the
earliest date on which the company may be required to pay.

 

                                            Less than 1 year
                                                            £
 At 30 June 2023
 Trade payables excluding accrued expenses                  19,403
 Directors fees payable                                     123,175
 Directors' loans                                           400,000

                                                            542,578

 At 30 June 2024
 Trade payables excluding accrued expenses                  72,699
 Directors' current account                                 1,325
 Directors' fees payable                                    123,175
 Directors' loans                                           681,000
 Current tax liabilities                                    75,321

                                                            953,520

 

Liquidity and capital risk management

The Company's capital structure consists of items in shareholders' equity
(deficiency). The Company's objectives when managing capital are to safeguard
the Company's ability to continue as a going concern in order to provide
returns for shareholders and benefits for other stakeholders and to maintain
an optimal capital structure to reduce the cost of capital.

 

This was initially done through equity financing on incorporation however
since then the Company has moved to achieving liquidity through loans from
directors. Future financings are dependent on market conditions. There were no
other changes to the Company's approach to capital management during the year.

 

The Company has adequate sources of capital to complete its business plan,
current obligations and ultimately the development of its business over the
long term, and will need to raise adequate capital by obtaining equity
financing and/or incurring debt.

 

Liquidity risk is the risk that the Company will not be able to meet its
financial obligations as they fall due. In conjunction with the Company's
capital risk management policy, the Company ensures adequate liquidity is
obtained and available to meet these obligations. At 30 June 2024, the Company
had a cash balance of £561,054 to settle current liabilities of £953,520.
The Company has mitigated liquidity risk by securing additional funding from
the directors during this reporting period of £500,000 which cumulatively
stands at £681,000 at 30 June 2024, this being included within the total
current liabilities balance of £953,520. These director loans, whilst
repayable on demand, are not to be repaid until the Company is able to do so
without impacting the Company's solvency. If excluding these loans, current
liabilities of £272,520 fall far below that of the cash available of
£561,054. To further mitigate liquidity risk, the Company has secured
additional funding from the directors since the reporting date, details of
which can be found in the note entitled Events after the reporting date.

 

15   Market risk

 

Market risk management

Interest rate risk

The Company does not currently have any financial instruments that expose the
Company to significant interest rate risk as the Company does not have any
debt that bears variable interest rates.

 

Currency risk

The Company's financial instruments are currently all denominated in British
Pounds.

 

Price risk

The Company does not hold any equity securities and therefore is not exposed
to price risk.

 

Credit risk

The Company does not currently have any receivables and therefore is not
exposed to credit risk.

 

16   Business risk

 

As the Company is in its very early stages, business risk mainly comprises
effective cash management to ensure liabilities are met as they fall due. The
Board mitigates the impact of this by periodically reviewing cash levels
against forecasts and implements strategies and actions to ensure sufficient
cash is available for the operation to continue as a going concern in order to
meet the Company's objectives.

 

17   Trade and other payables

 

                             2024         2023
                             £            £

 Trade payables              72,699       19,403
 Accruals                    44,821       36,384
 Directors' current account  1,325        -
 Accrued directors fees      123,175      123,175

                             242,020      178,962

 Corporation tax payable     75,321       -

 

18   Share-based payment transactions

 

There have been no share-based payment schemes or share option compensation
since the Company was incorporated.

 

19   Share capital

 

                           2024         2023         2024    2023
                           Number       Number       £       £
 Ordinary share capital
 Issued and fully paid
 Ordinary of 0.0167p each  399,985,888  399,985,888  66,798  66,798

 

All Ordinary shares are allotted and fully paid.

 

20   Share premium account

 

                                       2024         2023
                                       £            £

 At the beginning and end of the year  927,802      927,802

 

21   Contingent liabilities

 

At 30 June 2024 the Company had no material contingent liabilities.

 

22   Events after the reporting date

 

Since the reporting period end date, director loans have been issued to the
Company totalling £300,000. These are interest free and repayable on demand.
The loan will not be recalled until such a time that there are sufficient
funds within the Company to enable repayment and for the business to remain a
going concern.

 

Further to the issuance of director loans, on 30 October 2024 Leon Filipovic
as lender has confirmed to convert a portion of these loans to equity insofar
as the amount converted does not exceed 30% of the total ownership of the
company in aggregate. Until the time of conversion, the terms of the loans
remain as disclosed above and in note 12.

 

There are no other subsequent events since the reporting date to disclose.

 

23   Related party transactions

 

Remuneration of key management personnel

The remuneration of key management personnel comprises solely of the
directors. This information is summarised in the note entitled Directors'
remuneration with further detail included in the Directors' Remuneration
Report.

 

Other transactions with related parties

Transactions with related parties include directors' fees and loans which are
disclosed in the following notes:

·   Directors' remuneration - fees paid to directors in the year

·   Trade and other receivables - loans made by the Company to directors

·   Trade and other payables - cumulative accrued directors fees due to
directors at the reporting date

·   Borrowings - loans made by directors to the Company

 

Of the above, directors' remuneration and accrued directors' fees are arm's
length transactions and conducted under normal commercial terms.

 

Directors' loans are not at arm's length or conducted under normal commercial
terms. During the year ended 30 June 2023, a loan was made from the company to
Sebastien Guerin (Chief Operating Officer) amounting to £219,000. The Board
has made the decision to transfer this loan in the year ended 30 June 2024.
Hence, it will be transferred against the interest-free loans made to the
company by Leon Filipovic (Chairman). Details of the terms of director loans
are disclosed in Notes 11 and 12.

 

24   Controlling party

 

There is no one shareholder that owns greater than 50% of the issued share
capital of GS Chain Plc. The Company therefore does not have an ultimate
controlling party.

 

25   Cash absorbed by operations

 

                                                  2024           2023
                                                  £              £

 Loss for the year before income tax              (357,330)      (688,242)

 Adjustments for:
 Finance costs                                    1,409          -

 Movements in working capital:
 Increase in trade and other receivables          (8,998)        -
 Increase/(decrease) in trade and other payables  61,732         (83,680)

 Cash absorbed by operations                      (303,187)      (771,922)

 

 

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