REG - GS Chain PLC - Audited Results

GS ChainAnnouncement

31/10/2022 13:15

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RNS Number : 7696E  GS Chain PLC  31 October 2022

31 October 2022

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

Audited Results

GS Chain (LSE: GSC) announces is pleased to announce its audited results for
the Period Ended 30 June 2022. The full audited financial statements will be
uploaded to the Company website: https://gschain.world/
(https://gschain.world/)

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 7876 888 011

 

 

CEO's Statement

 

Business strategy and objectives

GS Chain Plc, was established to make acquisitions has published its
prospectus on 4th May 2022 for the admission of its ordinary shares to the
Main Market of the London Stock Exchange on 13th May 2022 under the symbol
GSC.L.

 

The company seeks to identify opportunities within the technology sector, to
conduct the necessary due diligence and subsequently complete acquisitions
that would benefit its short-and long-term strategies.

 

While the Board of Director's experience spans across a wide range of business
sectors, the board will focus its energy 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. The Board may consider other sectors if they believe such sectors
present a suitable opportunity for the Company.

 

The company will leverage this expertise to create long term shareholder value
as they seek to acquire high quality companies with long term compounding
potential growth while aggressively managing performance

 

The Company's Board of Directors reflects the industry expertise necessary to
pursue this opportunity.

 

Review of activities for the period ended 30 June 2022

 

The company following its admission was successful in raising over £1,000,000
from the sale of share capital in the company.

The company received these funds in September 2021

Since then the company has used these resources to cover professional fees,
the fees of the directors and other expenses associated with the costs of
admission.

The directors are assessing a company for acquisition however during the
period ended 30 June 2022 no significant costs were incurred in respect of
this.

Board of directors

Leon Filipovic has served as a director since the Company's incorporation on 3
April 2021. In July 2021 the Board was enlarged by the appointment of Alan
Austin as CEO and Sebastien Guerin as Chief Operational Officer.

 

In September 2021 Sanjay Nath was appointed as a Non-Executive Director and
Mark Wilson as an Independent Non-Executive Director

 

Alan Austin

Chief Executive Officer

31 October 2022

 

Financial Review

 

Profit for the period

 

For the period the Company recorded a loss of £303,304. The biggest cost
driver was £195,175 in accrued directors fees, £4,496 in professional fees
and £10,608 in accounting and audit fees.

 

Balance Sheet

 

The total amount of assets on the balance sheet as per the balance sheet date
is £953,838 consisting of the Company's cash reserves.

 

The companies liabilities of £262,642 consist of accrued expenses and
directors fees, as well as accounts payable.

 

Cash flow

 

Cash used in operations totalled £40,762.

 

Closing cash

 

As at 30 June 2022, the Company held £953,838 in the bank account.

 

 

 

Sébastien Guerin

Chief Operational Officer

31 October 2022

 

Board of Directors and Senior Management

 

The present Board consists of Leon Filipovic (Chairman), Alan Austin (Chief
Executive Officer), Stephen Guerin (Chief Operation Officer), Sanjay North
(Non-Executive Director and Mark Wilson (Independent Non-Executive Director).
Details of the current Board are set out below.

 

Alan Austin

Chief Executive Officer

Appointed 9 September 2021

 

Alan Austin is Chief Executive Officer of GS Chain PLC and a director of the
company's board of directors. Alan has over 27 years of experience leading
large operational business units across various industries, including consumer
goods, healthcare and banking. As CEO, Alan has executive oversight of the
company's global day-to-day operations and is responsible for delivering on
the overall organizational strategy as set by the Board of Directors. Alan
began his career in the telecommunications industry at AT&T (NYSE:T) in
1991. In 1996 he moved to The Coca-Cola Company (NYSE: KO) where he spent 13
years in various leadership roles and eventually became Director of Customer
Operations and Business Development. Seeking to broaden his experience, Alan
then moved to Alere /Optum Health/UHG (NYSE: UNH). As the Vice President of
Global Operations & Strategic Initiatives, Alan was responsible for the
leadership, development, and implementation of Optum Health's global
operational initiatives in their Risk Assessment, Maternity and Disease
Management programs. In 2016 Alan moved to Assurant (NYSE: AIZ) where as Vice
President of Operations, he was responsible for the leadership and executive
oversight of US & Global operations teams supporting US banks and their
customers. He has a proven ability to combine vision, ingenuity, strong
business acumen, with well-developed project management and people leadership
qualities to drive business results. Alan holds a bachelor of Arts from
Jacksonville University and a Masters of Project Management from Keller
Graduate School of Business. Alan also holds a Fintech (Financial Technology)
Certification from Wharton Business School and a Professional Business
Development Certification from University of Strathclyde in Scotland.

 

Leon Filipovic

Chairman

Appointed 3 April 2021

 

Leon Filipovic is a financial expert. Born in Croatia, Leon was educated in
corporate finance, having worked for more than 10 years as CFO, head of
compliance and sales manager in various onshore and offshore entities, in
particular the Pameroy Group and IFLS Corporate Services Ltd. Leon has AML/CFT
compliance skills according to the OECD and FATF guidelines.

 

Sébastien Guerin

Chief Operational Officer

Appointed 9 July 2021

 

Sébastien has over 10 years of experience in digital marketing. After having
worked in Faurecia, he joined MuCreative in 2009 where he trained in different
web monetization methods and specialized in search engine optimization
("SEO"). He created the first video training dedicated to natural referencing
in France. After that, he worked in the web agency 1ère Position as a Key
Accounts Manager. He was also the SEO Manager of the Wedig agency, in charge
of managing all of the SEO accounts and one of the company's main
shareholders. He is currently the CMO of GSB Gold Standard Corporation AG.
Sébastien holds a Master in Marketing from l'École des sciences commerciales
d'Angers (ESSCA) and a Brevet de technicien supérieur (BTS) in International
Trade.

 

Sanjay Nath

Non-Executive Director

Appointed 29 September 2021

 

Sanjay Nath is an entrepreneur with over 35 years of experience in business
management. He started several companies, including retail and sports
development companies. He also worked alongside David Sullivan (West Ham FC)
and became the Chief Head Consultant for his network of retail, property and
funds companies. Sanjay was the non-executive director of Golden Rock Global
plc, a special purpose acquisition company listed on the London Stock
Exchange. He is currently the business development director for the law firm
Rainer Hughes (featured in the Legal 500) and the former honorary Vice
President of West Ham Women's Football Club.

 

Mark Wilson

Independent Non-Executive Director

Appointed 27 September 2021

 

Mark is an experienced senior executive, with over 30 years of experience in
both UK and international financial management and accounting. He has worked
in a range of sectors including automotive, home entertainment consumer goods,
construction, software development and ship management. Before joining the
Company, he was Finance Director Armour Group plc (listed on AIM until 2018)
where he started in 2009 and was responsible for the reverse takeover of
OneView Group Limited in 2016. He remained as Director of OneView Group
Limited after takeover until 2019 and was responsible for all aspects of
OneView's finance and finance management across the group, including the
preparation, review and publication of all statutory accounts (the group
accounts were reported under IFRS and the subsidiaries accounts were reported
under UK GAAP or US GAAP), as well as for ensuring compliance with the AIM
rules. More recently, he has acted as Senior Finance Manager of Dandara South
East Limited, a real estate developer.

Directors' Report

The Directors present their report with the financial statements of the
Company for the period ended 30 June 2022.

 

The Company's Ordinary Shares were originally admitted to listing on the
London Stock Exchange, on the Official List pursuant to Chapters 14 of the
Listing Rules, which sets out the requirements for Standard Listings, on 28
July 2021.

 

Principal Activities

 

The company was established to make acquisitions has published its prospectus
on 4th May 2022 for the admission of its ordinary shares to the Main Market of
the London Stock Exchange on 13th May 2022 under the symbol GSC.L.

 

The company will leverage this expertise to create long term shareholder value
as they seek to acquire high quality companies with long term compounding
potential growth while aggressively managing performance.

 

The company seeks to identify opportunities within the technology sector, to
conduct the necessary due diligence and subsequently complete acquisitions
that would benefit its short-and long-term strategies.

 

While the Board of Director's experience spans across a wide range of business
sectors, the board will focus its energy 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. The Board may consider other sectors if they believe such sectors
present a suitable opportunity for the Company.

 

Review of Business in the Period

Further details of the Company's business and expected future development are
also set out in the CEO's Statement and the Financial Reviews on page 5.

 

Directors

The Directors of the Company during the period and their beneficial interest
in the Ordinary shares of the Company at 30 June 2022 were as follows:

 

 Director     Position  Appointed   Resigned  Ordinary Shares  Options
 A Austin     CEO       09/07/2021  -         -                -
 L Filipovic  Chairman  03/04/2021  -         113,205,988      -
 S Guerin     COO       09/07/2021  -         113,200,000      -
 S Nath       Director  29/09/2021  -         9,000,000        -

M Wilson                              Director
              27/09/2021
-                                 -

 

Substantial shareholders

 

As at 30 June 2022, the total number of issued Ordinary Shares with voting
rights in the Company was 399,985,888.

 

Aside Leon Filipovic and Sebastien Guerin no other shareholder owns more than
5% of the issued share capital of the company.

 

 

 

Financial instruments

Details of the use of financial instruments by the Company are contained in
accounting policies of these financial statements.

 

Dividends

The Directors do not propose a dividend in respect of the period ended 30 June
2022.

 

Going Concern

The financial information has been prepared on the assumption that the Company
will continue as a going concern. Under the going concern assumption, an
entity is ordinarily viewed as continuing in business for the foreseeable
future with neither the intention nor the necessity of liquidation, ceasing
trading or seeking protection from creditors pursuant to laws or regulations.
In assessing whether the going concern assumption is appropriate, the
Directors take into account all available information for the foreseeable
future, in particular for the twelve months from the date of approval of the
financial information.

 

The company has cash reserves of £935,838 as at 30 June 2022 which the
directors consider to be sufficient for the operations of the company for the
foreseeable future. Additional financing if required will be raised through
the issue of new shares or issue of debt.

 

Auditors

The auditors, Macalvins Limited, have expressed their willingness to continue
in office and a resolution to reappoint them will be proposed at the Annual
General Meeting.

 

Statement of Directors' responsibilities

 

The directors are responsible for preparing the Report of the Directors and
the financial statements in accordance with applicable law and regulations.

 

Company law requires the directors to prepare financial statements for each
financial year.  Under that law the directors have elected to prepare the
financial statements in accordance with UK-adopted international accounting
standards. Under company law the directors must not approve the financial
statements unless they are satisfied that they give a true and fair view of
the state of affairs of the company and of the profit or loss of the company
for that period.  In preparing these financial statements, the directors are
required to:

 

-              select suitable accounting policies and then apply
them consistently;

-              make judgements and accounting estimates that are
reasonable and prudent;

-               prepare the financial statements on the going
concern basis unless it is inappropriate to presume that the company will
continue in business.

 

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

 

Statement as to Disclosure of Information to Auditors

 

So far as the directors are aware, there is no relevant audit information (as
defined by Section 418 of the Companies Act 2006) of which the company's
auditors are unaware, and each director has taken all the steps that he ought
to have taken as a director in order to make himself aware of any relevant
audit information and to establish that the company's auditors are aware of
that information.

 

 

Auditors

 

The auditors, Macalvins Limited, will be proposed for re-appointment at the
forthcoming Annual General Meeting.

 

 

The maintenance and integrity of the GS Chain Plc website is the
responsibility of the Directors

 

The CEO's statement and Financial Review, all of which are incorporated into
this report, include a true and fair view of the development and performance
of the business and the position of the Company taken as a whole, together
with a description of the principal risks and uncertainties that they face and
provides information necessary for shareholders to assess the Company's
performance, business model and strategies.

 

The financial statements, prepared in accordance with the applicable set of
accounting standards, give a true and fair view of the assets, liabilities,
financial position and profit or loss of the issuer.

 

 

Corporate Governance Report

 

Introduction

The Board is committed to good corporate governance and because it is a
Company listed on the Standard Segment of the Official List of the UK Listing
Authority, the Company is required to comply with the provisions of the UK
Corporate Governance Code. The Board sets out below its practices to ensure
good corporate governance having due regard for the principles of the UK
Corporate Governance Code to the extent appropriate for a company of this size
and nature.

 

The Board meets regularly and is responsible for formulating, reviewing, and
approving the Company's strategy, budgets, performance, major capital
expenditure and corporate actions.

 

Set out below are GS Chain Plc's corporate governance practices for the period
ended 30 June 2022 and, where applicable, its position for the current
financial period.

 

Leadership

The Company is headed by an effective Board which is collectively responsible
for the long-term success of the Company.

 

The role of the Board

The Board sets the Company's strategy, ensuring that the necessary resources
are in place to achieve the agreed strategic priorities, and reviews
management and financial performance. It is accountable to shareholders for
the creation and delivery of strong, sustainable financial performance and
monitoring the Company's affairs within a framework of controls which enable
risk to be assessed and managed effectively. The Board also has responsibility
for setting the Company's core values and standards of business conduct and
for ensuring that these, together with the Company's obligations to its
stakeholders, are widely understood throughout the Company. The Board has a
formal schedule of matters reserved which is detailed later in this report.

 

Board Meetings

The core activities of the Board are carried out in scheduled meetings of the
Board and its Committees. These meetings are timed to link to key events in
the Company's corporate calendar and regular reviews of the business are
conducted. Additional meetings and conference calls are arranged to consider
matters, which require decisions outside the scheduled meetings.

 

Outside the scheduled meetings of the Board, the Directors maintain frequent
contact with each other to discuss any issues of concern they may have
relating to the Company or their areas of responsibility, and to keep them
fully briefed on the Company's operations.

 

Matters reserved specifically for the Board

The Board has a formal schedule of matters reserved that can only be decided
by the Board. The key matters reserved are the consideration and approval of:

•           The Company's overall strategy;

•           Financial statements and dividend policy;

•           Management structure including succession planning,
appointments and remuneration;

•           Material acquisitions and disposal, material
contracts, major capital expenditure projects and budgets;

•           Capital structure, debt and equity financing and other
matters;

•           Risk management and internal controls;

•           The Company's corporate governance and compliance
arrangements;

•           Corporate policies.

 

Non-executive Directors

The non-executive Directors bring a broad range of business and commercial
experience to the Company and have a particular responsibility to challenge
independently and constructively the performance of the Executive management
and to monitor the performance of the management team in the delivery of the
agreed objectives and targets.

 

Delegations of authority

 

Other governance matters

All of the Directors are aware that independent professional advice is
available to each Director in order to properly discharge their duties as a
Director. In addition, each Director and Board committee has access to the
advice of the Company Secretary.

 

Effectiveness

For the period under review the Board comprised of the Chairman, the CEO, the
COO and two Non-Executive Directors.  Biographical details of the Board
members are set out on pages x and x.

 

The Directors are of the view that the Board consists of Directors with an
appropriate balance of skills, experience, independence and diverse
backgrounds to enable them to discharge their duties and responsibilities
effectively.

 

Independence

The Non-Executive Directors bring a broad range of business and commercial
experience to the Company. The Board considers Sanjay Nath and Mark Wilson to
be independent in character and judgement.

 

Appointments

The Remuneration Committee is responsible for reviewing the structure, size
and composition of the Board and making recommendations to the Board with
regards to any required changes.

 

Commitments

All Directors have disclosed any significant commitments to the Board and
confirmed that they have sufficient time to discharge their duties.

 

Induction

All new Directors received an induction as soon as practical on joining the
Board.

 

Conflict Of interest

A Director has a duty to avoid a situation in which he or she has, or can
have, a direct or indirect interest that conflicts, or possibly may conflict
with the interests of the Company. The Board has satisfied itself that there
is no compromise to the independence of those Directors who have appointments
on the Boards of, or relationships with, companies outside the Company. The
Board requires Directors to declare all appointments and other situations
which could result in a possible conflict of interest.

 

Board performance and evaluation

GS Chain Plc has a policy of appraising Board performance annually. GS Chain
Plc has concluded that for a company of its current scale, an internal process
administered by the Board is most appropriate at this stage.

 

 

Diversity and inclusion

The Company does not discriminate on the grounds of age, gender, nationality,
ethnic or racial origin, non-job-related-disability, sexual orientation or
marital status. The Company gives due consideration to all applications and
provides training and the opportunity for career development wherever
possible. The Board does not support discrimination of any form, positive or
negative, and all appointments are based solely on merit.

 

Accountability

The Board is committed to providing shareholders with a clear assessment of
the Company's position and prospects. This is achieved through this report and
as required other periodic financial and trading statements. The Board has
made appropriate arrangements for the application of risk management and
internal control principles. Given the size of the Company the Board as a
whole has performed the duties of the audit committee and the remuneration
committee.

 

Going concern

The Company's business activities, together with factors likely to affect its
future operations, financial position, and liquidity position are set out in
the Financial Review sections of the Annual Report. In addition, the financial
statements disclose the Company's financial risk management practices with
respect to its capital structure, liquidity risk, interest rate risk, credit
risk, and other related matters.

 

Internal controls

 

The Board of Directors reviews the effectiveness of the Company's system of
internal controls in line with the requirements of the Code. The internal
control system is designed to manage the risk of failure to achieve its
business objectives. This covers internal financial and operational controls,
compliances and risk management. The Company had necessary procedures in place
during the period under review and up to the date of approval of the Annual
Financial Report. The Directors acknowledge their responsibility for the
Company's system of internal controls and for reviewing its effectiveness. The
Board confirms the need for an ongoing process for identification, evaluation
and management of significant risks faced by the Company.

 

The Directors are responsible for taking such steps as are reasonably
available to them to safeguard the assets of the Company and to prevent and
detect fraud and other irregularities.

 

Nomination

Currently due to the size of the Company there is no Nomination Committee.
Nominations are considered by the whole Board.

 

The Nomination Committee will review the composition and balance of the Board
and senior management on a regular basis to ensure that the Board and senior
management have the right structure, skills and experience in place for the
effective management of the Company's business.

 

Shareholder relations

Communication and dialogue

Open and transparent communication with shareholders is given high priority.
The Directors are available to meet with institutional shareholders to discuss
any issues and gain an understanding of the Company's business, its strategies
and governance.

 

All Directors are kept aware of changes in major shareholders in the Company
and are available to meet with shareholders who have specific interests or
concerns. The Company issues its results promptly to individual shareholders
and also publishes them on the Company's website: https://gschain.world/.
Regular updates to record news in relation to the Company and the status of
its projects are included on the Company's website.

 

Annual General Meeting

At every AGM individual shareholders are given the opportunity to put
questions to the Chairman and to other members of the Board that may be
present. Notice of the AGM is sent to shareholders at least 10 days before the
meeting. Details of proxy votes for and against each resolution, together with
the votes withheld are announced to the London Stock Exchange and are
published on the Company's website as soon as practical after the meeting.

 

 

Directors' Remuneration Report

 

The Remuneration Committee

During the period ended 30 June 2022, the full Board of the Company met to
consider matters relating to remuneration and performed the duties as set out
in the report. The members of the Remuneration Committee are Sanjay Nath,
Sébastien Guerin and Mark Wilson. The Remuneration Committee is chaired by
Mark Wilson.

 

Committee's main responsibilities

 

·      The Remuneration Committee considers the remuneration policy,
employment terms and remuneration of the Directors and reviews the
remuneration of senior management;

·      The Remuneration Committee's role is advisory in nature, and it
makes recommendations to the Board on the overall remuneration packages for
Directors and senior management in order to attract, retains and motivates
high quality executives capable of achieving the Company's objectives;

·      The Remuneration Committee also reviews proposals for any share
option plans and other incentive plans, makes recommendations for the grant of
awards under such plans as well as approving the terms of any
performance-related pay schemes.

 

Committee advisors

The Company consults with the Company's major investors and investor
representative companies as appropriate. No Director takes part in any
decision directly affecting their remuneration. No remuneration advisors were
retained by the Remuneration Committee during the period.

 

Statement of GS Chain Plc's policy on Directors' remuneration

The Company's policy is to maintain levels of remuneration so as to attract,
motivate, and retain Directors and senior executives of the highest calibre
who can contribute their experience to deliver industry leading performance
with the Company's operations. The remuneration package for Directors
comprises base fees and is planned to implement share incentive arrangements.
Each executive director is entitled to participate in a bonus scheme.

 

Service Agreements and Letters of Appointment

 

All of the service contracts with Directors are on an evergreen basis, subject
to termination provisions.  The appointment of Directors is subject to
termination upon three months' notice.

 

The directors who held office at 30 June 2022 and had beneficial interests in
the Ordinary Shares of the Company are disclosed on page 8 of the financial
statements.

 

Terms of appointment

The services of the Directors, provided under the terms of agreements with the
Company, either direct with the director or with an intermediary company which
undertakes to provide the services of the director, dated as follows:

 

 Director     Year of appointment  Number of years completed  Date of current engagement letter
 A Austin     2021                 1                          23/07/2021
 L Filipovic  2021                 1                          23/07/2021
 S Guerin     2021                 1                          01/08/2021
 S Nath       2021                 1                          01/08/2021
 M Wilson     2021                 1                          30/09/2021

 

Consideration of shareholder views

The Remuneration committee will consider shareholder feedback received and
guidance from shareholder bodies. This feedback, plus any additional feedback
received from time to time, is considered as part of the Company's annual
policy on remuneration.

 

Policy for new appointments

Base salary levels will take into account market data for the relevant role,
internal relativities, their individual's experience and their current base
salary. Where an individual is recruited at below market norms, they may be
re-aligned over time (e.g. two to three years), subject to performance in the
role. Benefits will generally be in accordance with the approved policy.

 

For external and internal appointments, the Committee may agree that the
Company will meet certain relocation and/or incidental expenses as
appropriate.

 

Directors' emoluments and compensation (audited)

Set out below are the emoluments of the Directors for the period ended 30 June
2022 (GBP):

 

 Director     Directors Fees (£)
 A Austin     44,000
 L Filipovic  45,025
 S Guerin     44,000
 S Nath       44,000
 M Wilson     18,150

 

There were accruals of £195,175 as of 30 June 2022 in respect of outstanding
fees for director services.

 

None of the remuneration paid was subject to performance conditions.

 

Other matters

The Company does not have a bonus scheme in place for executives.

 

The Company does not have any pension plans for any of the Directors and does
not pay pension amounts in relation to their remuneration. The Company has not
paid out any excess retirement benefits to any Directors or past Directors.
The Company has not paid any excess retirement benefits to any current or past
Directors.

Report from the Audit & Risk Committee

 

The responsibilities of the Audit & Risk Committee were performed by the
full Board during the period.  The committee oversees the Company's financial
reporting and internal controls and provides a formal reporting link with the
external auditors. The ultimate responsibility for reviewing and approving the
Annual Report and Accounts and the half-yearly reports remains with the Board.
The Audit Committee meets not less than twice in each financial year and will
have unrestricted access to the Company's external auditors. The Audit
Committee is chaired by Sanjay Nath and its other member is Mark Wilson.

 

Main Responsibilities

The Audit Committee acts as a preparatory body for discharging the Board's
responsibilities in a wide range of financial matters by:

 

·      Monitoring the integrity of the financial statements and formal
announcements relating to the Company's financial performance;

·      Reviewing significant financial reporting issues and accounting
policies and disclosures in financial reports;

·      Overseeing that an effective system of internal control and risk
management systems are maintained;

·      Ensuring that effective whistle-blowing, anti-fraud and bribery
procedures are in place;

·      Considering the Company's internal audit requirements and making
recommendations to the Board;

·      Overseeing the Board's relationship with the external auditors
and, where appropriate, the selection of new external auditors;

·      Approving non-audit services provided by the external auditors,
or any other accounting firm, ensuring the independence and objectivity of the
external auditors is safeguarded when appointing them to conduct non-audit
services;

·      Ensuring compliance with legal requirements, accounting standards
and the Listing Rules and the Disclosure and Transparency Rules.

 

The Company's external auditors are Macalvins Limited and the Audit Committee
will closely monitor the level of audit and non-audit services they provide to
the Company. In the period ended 31 June 2022 Macalvins Limited performed no
non-audit services for the company.

 

External auditor

The Company's external auditors are Macalvins Limited. The external auditors
have unrestricted access to the Audit Committee Chairman. The Committee is
satisfied that Macalvins Limited has adequate policies and safeguards in place
to ensure that auditor objectivity and independence are maintained. The
external auditors report to the Audit Committee annually on their independence
from the Company.

 

The current auditors, Macalvins Limited were first appointed by the Company in
2022.  Having assessed the performance objectivity and independence of the
Auditors, the Committee will be recommending the reappointment of Macalvins
Limited as auditors to the Company at the next annual general meeting.

 

Independent Auditor's Report to the Members of GS Chain Plc

 

Opinion

We have audited the financial statements of GS Chain Plc (the 'company') for
the period ended 30 June 2022 which comprise the Statement of Profit or Loss,
the Statement of Profit or Loss and Other Comprehensive Income, the Statement
of Financial Position, the Statement of Changes in Equity, the Statement of
Cash Flows and Notes to the Statement of Cash Flows, Notes to the Financial
Statements, including a summary of significant accounting policies. The
financial reporting framework that has been applied in their preparation is
applicable law and International Financial Reporting Standards (IFRSs) as
adopted by the UK.

In our opinion the financial statements:

-           give a true and fair view of the state of the company's
affairs as at 30 June 2022 and of its loss for the period then ended;

-           have been properly prepared in accordance with IFRSs as
adopted by the UK; and

-           have been prepared in accordance with the requirements
of the Companies Act 2006.

 

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing
(UK) (ISAs (UK)) and applicable law. Our responsibilities under those
standards are further described in the Auditors' responsibilities for the
audit of the financial statements section of our report.  We are independent
of the company in accordance with the ethical requirements that are relevant
to our audit of the financial statements in the UK, including the FRC's
Ethical Standard, and we have fulfilled our other ethical responsibilities in
accordance with these requirements.  We believe that the audit evidence we
have obtained is sufficient and appropriate to provide a basis for our
opinion.

 

Overview of our audit approach

Materiality

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

Based on our professional judgement, we determined overall materiality for the
financial statements as a whole to be £14,800, based on 5% of the loss for
the period from continuing operations.

We use a different level of materiality ('performance materiality') to
determine the extent of our testing for the audit of the financial
statements.  Performance materiality is set based on the audit materiality as
adjusted for the judgements made as to the entity risk and our evaluation of
the specific risk of each audit area having regard to the internal control
environment.

Where considered appropriate performance materiality may be reduced to a lower
level, such as, for related party transactions and directors' remuneration.

We agreed with the Audit Committee to report to it all identified errors in
excess of £740. Errors below that threshold would also be reported to it if,
in our opinion as auditor, disclosure was required on qualitative grounds.

 

Overview of the scope of our audit

As part of designing our audit, we determined materiality and assessed the
risks of material misstatement in the financial statements. In particular, we
focussed on where the directors made subjective judgements, for example in
respect of estimating the recoverability of the amounts receivable.

The Company was subject to a full scope audit.

Independent Auditor's Report to the Members of GS Chain Plc

 

 

Conclusions relating to going concern

 

In auditing the financial statements, we have concluded that the directors'
use of the going concern basis of accounting in the preparation of the
financial statements is appropriate.

 

Based on the work we have performed, we have not identified any material
uncertainties relating to events or conditions that, individually or
collectively, may cast significant doubt on the company's ability to continue
as a going concern for a period of at least twelve months from when the
financial statements are authorised for issue.

 

Our responsibilities and the responsibilities of the directors with respect to
going concern are described in the relevant sections of this report.

 

Other information

The directors are responsible for the other information. The other information
comprises the information in the Report of the Directors, but does not include
the financial statements and our Report of the Auditors thereon.

 

Our opinion on the financial statements does not cover the other information
and, except to the extent otherwise explicitly stated in our report, we do not
express any form of assurance conclusion thereon.

 

In connection with our audit of the financial statements, our responsibility
is to read the other information and, in doing so, consider whether the other
information is materially inconsistent with the financial statements or our
knowledge obtained in the audit or otherwise appears to be materially
misstated. If we identify such material inconsistencies or apparent material
misstatements, we are required to determine whether this gives rise to a
material misstatement in the financial statements themselves. If, based on the
work we have performed, we conclude that there is a material misstatement of
this other information, we are required to report that fact.  We have nothing
to report in this regard.

 

Opinions on other matters prescribed by 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 period 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.

 

 

Matters on which we are required to report by exception

 

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

 

We have nothing to report in respect of the following matters where the
Companies Act 2006 requires us to report to you if, in our opinion:

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

-           the financial statements 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; or

-           the directors were not entitled to take advantage of the
small companies' exemption from the requirement to prepare a Strategic Report
or in preparing the Report of the Directors.

 

Independent Auditor's Report to the Members of GS Chain Plc

 

 

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set
out on page three, the directors are responsible for the preparation of the
financial statements and for being satisfied that they give a true and fair
view, and for such internal control as the directors determine necessary to
enable the preparation of financial statements that are free from material
misstatement, whether due to fraud or error.

 

In preparing the financial statements, the directors are responsible for
assessing the company's ability to continue as a going concern, disclosing, as
applicable, matters related to going concern and using the going concern basis
of accounting unless the directors either intend to liquidate the company or
to cease operations, or have no realistic alternative but to do so.

 

Auditors' responsibilities for the audit of the financial statements

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

 

The extent to which our procedures are capable of detecting irregularities,
including fraud is detailed below:

 

- the nature of the industry and sector, control environment and business
performance including the design of the company's remuneration policies, key
drivers for directors' remuneration, bonus levels and performance targets;

- results of our enquiries of management about their own identification and
assessment of the risks of irregularities;

- identifying, evaluating and complying with laws and regulations and whether
they were aware of any instances of noncompliance;

- detecting and responding to the risks of fraud and whether they have
knowledge of any actual, suspected or alleged fraud;

- the internal controls established to mitigate risks of fraud or
non-compliance with laws and regulations;

These matters were discussed among the audit engagement team regarding how and
where fraud might occur in the financial statements and any potential
indicators of fraud.

 

As a result of these procedures, we considered the opportunities and
incentives that may exist within the organisation for fraud. In common with
all audits under ISAs (UK), we are also required to perform specific
procedures to respond to the risk of management override.

 

We also obtained an understanding of the legal and regulatory frameworks that
the company operates in, focusing on provisions of those laws and regulations
that had a direct effect on the determination of material amounts and
disclosures in the financial statements. The key laws and regulations we
considered in this context included the UK Companies Act and local tax
legislation.

 

A further description of our responsibilities for the audit of the financial
statements is located on the Financial Reporting Council's website at
www.frc.org.uk/auditorsresponsibilities. This description forms part of our
Report of the Auditors.

 

 

 

 

 

 

 

Independent Auditor's Report to the Members of GS Chain Plc

 

Use of our report

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 a Report of the Auditors 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.

 

 

 

 

Pankaj Rajani (Senior Statutory Auditor)

for and on behalf of Macalvins Limited

Chartered Accountants

and Statutory Auditors

7 St John's Road

Harrow

Middlesex

HA1 2EY

 

Date: 31 October 2022

 

GS CHAIN PLC

 

STATEMENT OF PROFIT OR LOSS

FOR THE PERIOD 3 APRIL 2021 TO 30 JUNE 2022

 

 
Notes
£

 

                              CONTINUING
OPERATIONS

 
Revenue
-

 

                              Administrative
expenses
(303,404)

                              OPERATING
LOSS
(303,404)

    LOSS BEFORE INCOME TAX  4  (303,404)

 

                              Income
tax
5
-

    LOSS FOR THE PERIOD  (303,404)

 

                              Earnings per share
expressed

                              in pence per
share:
6

 
Basic
-0.08

 
Diluted
-0.08

 

 

GS CHAIN PLC

 

STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

FOR THE PERIOD 3 APRIL 2021 TO 30 JUNE 2022

 

 
£

 

                              LOSS FOR THE
PERIOD
(303,404)

 

                              OTHER COMPREHENSIVE
INCOME
-

    TOTAL COMPREHENSIVE INCOME FOR THE PERIOD  (303,404)

 

 

GS CHAIN PLC (REGISTERED NUMBER: 13310485)

 

STATEMENT OF FINANCIAL POSITION

30 JUNE 2022

 

 
Notes
£

                              ASSETS

                              CURRENT ASSETS

                              Cash and cash
equivalents
9
953,838

                              TOTAL
ASSETS
953,838

                              EQUITY

                              SHAREHOLDERS'
EQUITY

                              Called up share
capital
10
66,798

                              Share premium
Account
11
927,802

                              Retained
earnings
11
(303,404)

                              TOTAL
EQUITY
691,196

                              LIABILITIES

                              CURRENT LIABILITIES

                              Trade and other
payables
12
262,642

                              TOTAL
LIABILITIES
262,642

                              TOTAL EQUITY AND
LIABILITIES
953,838

 

 

 

The financial statements were approved by the Board of Directors and
authorised for issue on 31 October 2022 and were signed on its behalf by:

 

 

 

Leon Filipovic

Director

GS CHAIN PLC

 

STATEMENT OF CHANGES IN EQUITY

FOR THE PERIOD 3 APRIL 2021 TO 30 JUNE 2022

 

 

 
Share Capital     Share Premium  Retained Earnings
Total

 

Issue of share capital
66,798
927,802
-
994,600

 

Result for the year
-
-
(303,404)                             (303,204)

 

At 30 June 2022
66,798
927,802
(303,404)                             691,196

GS CHAIN PLC

 

STATEMENT OF CASH FLOWS

FOR THE PERIOD 3 APRIL 2021 TO 30 JUNE 2022

 

 
£

                              Cash flows from
operating activities

                              Cash generated from
operations
1
(40,762)

                              Net cash from
operating
activities
(40,762)

 

                              Cash flows from
financing activities

                              Share
issue
994,600

                              Net cash from
financing
activities
994,600

 

    Increase in cash and cash equivalents                                           953,838
    Cash and cash equivalents at beginning of period  2              -

 

    Cash and cash equivalents at end of period  2  953,838

 

 

GS CHAIN PLC

 

NOTES TO THE STATEMENT OF CASH FLOWS

FOR THE PERIOD 3 APRIL 2021 TO 30 JUNE 2022

 

 1.  RECONCILIATION OF LOSS BEFORE INCOME TAX TO CASH GENERATED FROM OPERATIONS

 

              Loss before income
tax
(303,404)

              Unpaid directors
fees
195,175

 
(108,229)

              Increase in trade and other
payables
67,467

 

            Cash generated from
operations
     (40,762)

 

2.          CASH AND CASH EQUIVALENTS

 

The amounts disclosed on the Statement of Cash Flows in respect of cash and
cash equivalents are in respect of these Statement of Financial Position
amounts:

 

 

              As at 30 June 2022
                         £953,838

 

              As at 3 April
2021                            £nil

 

GS CHAIN PLC

 

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD 3 APRIL 2021 TO 30 JUNE 2022

 

 

1. STATUTORY INFORMATION

 

GS Chain Plc is a public company, limited by shares, registered in England and
Wales. The company's registered number and registered office address can be
found on the Company Information page.

 

The presentation currency of the financial statements is the Pound Sterling
(£).

 

 

2. ACCOUNTING POLICIES

 

Basis of preparation

These financial statements have been prepared in accordance with UK-adopted
international accounting standards and with those parts of the Companies Act
2006 applicable to companies reporting under IFRS. The financial statements
have been prepared under the historical cost convention.

 

These financial statements have been prepared in accordance with International
Financial Reporting Standards ("IFRS") issued by the International Accounting
Standards Board ("IASB") and interpretations of the International Financial
Reporting Interpretations Committee ("IFRIC").

 

The financial statements are also prepared in accordance with the provisions
of the Companies Act 2006.

 

The financial statements have been prepared on a historical cost basis except
for certain financial instruments classified as financial instruments measured
at fair value.

 

Going Concern

 

The directors have a reasonable expectation that the Company has adequate
resources to continue in operational existence for the foreseeable future and
therefore continues to adopt the going concern basis in preparing its
financial Information.

 

Critical accounting judgements and key sources of estimation uncertainty

The preparation of these financial statements requires management to make
judgments and estimates and form assumptions that affect the reported amounts
of assets and liabilities at the date of the financial statements and reported
amounts of expenses during the reporting period. On an ongoing basis,
management evaluates its judgments and estimates in relation to assets,
liabilities and expenses. Management uses historical experience and various
other factors it believes to be reasonable under the given circumstances as
the basis for its judgments and estimates.  Actual outcomes may differ from
these estimates.

 

The most significant judgment relates to the adoption of the going concern
basis given the company is newly incorporated and 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 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.

 

Cash and cash equivalents

Cash represents cash in hand and deposits held on demand with financial
institutions. 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.

 

Taxation

Tax on profit or loss for the period comprises current and deferred tax. Tax
is recognised in the statement of loss and comprehensive loss except to the
extent that it relates to items recognised directly in equity, in which case
it is recognised in equity.

 

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

 

Deferred tax is provided on temporary differences between the carrying amount
of assets and liabilities for financial reporting purposes and the amounts
used for taxation purposes.

 

The following temporary differences are not provided for: the initial
recognition of assets or liabilities that affect neither accounting nor
taxable profit other than in a business combination. The amount of deferred
tax provided is based on the expected manner of realization or settlement of
the carrying amount of assets and liabilities, using tax rates enacted or
substantively enacted at the statement of financial position date.

 

A deferred tax asset is recognised only to the extent that it is probable that
future taxable profits will be available against which the asset can be
utilised.

 

New standards and interpretations not yet adopted

 

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

 

IAS 1 (amendments) Classification of Liabilities as Current or Non-Current
Effective 1 January 2022

 

Annual Improvements to IFRS Standards 2018-2020 Cycle -Amendments to IFRS 1,
IFRS 9, IFRS 16 and IAS 41 Effective 1 January 2022

 

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.

 

Foreign Exchange

 

The Company's presentation currency is the Pound Sterling (£). The functional
currency of the Company and its subsidiaries is the British Pound ("GBP").
These financial statements have been translated to the presentation currency
in accordance with IAS 21 The Effects of Changes in Foreign Exchange Rates.
This standard requires that assets and liabilities be translated using the
exchange rate at period end, and income, expenses and cash flow items be
translated using the rate that approximates the exchange rates at the dates of
the transactions (i.e. the average rate for the period). All translation
exchange differences are reported as a separate component of other
comprehensive income (loss).

 

In preparing the financial statements of the individual entities, transactions
in currencies other than the entity's functional currency are recorded at the
rates of exchange prevailing on the dates of the transactions. At the period
end, monetary assets and liabilities are translated using the period end
foreign exchange rate. Non-monetary assets and liabilities are translated
using the rate in effect on the date of the statement of financial position.
Non-monetary assets and liabilities that are stated at fair value are
translated using the historical rate on the date that the fair value was
determined. Exchange gains and losses arising on translation are included in
comprehensive loss.

 

Earnings per share

 

(i) Basic 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.

 

Trade Payables

 

Trade payables are obligations to pay for goods or services that have been
acquired in the ordinary course of business from suppliers.  Accounts payable
are classified as current liabilities if payment is due within one year or
less (or in the normal operating cycle of the business if longer.  If not,
they are presented as non-current liabilities.

 

Trade payables are recognised initially at fair value, and subsequently
measured at amortised cost using the effective interest method.

 

Borrowings

 

Interest-bearing bank loans and overdrafts and other loans are recognised
initially at fair value less attributable transaction costs. All borrowings
are subsequently stated at amortised cost with the difference between initial
net proceeds and redemption value recognised in the Income Statement over the
period to redemption on an effective interest basis.

 

Borrowings are classified as current liabilities, unless the Company has an
unconditional right to defer settlement of the liability for at least 12
months after the end of the reporting period.

 

 

Provisions

Provisions are recognised when the Company has a present obligation (legal or
constructive) as a result of a past event where it is probable that an outflow
of resources embodying economic benefits will be required to settle the
obligation and a reliable estimate can be made of the amount of the
obligation.

 

Share capital

When new shares are issued, they are recognised within share capital at their
issue price. Costs incurred directly to the issue of shares are accounted for
as a deduction from share capital (net of tax).

 

Financial instruments

The Company adopted all of the requirements of IFRS 9 - Financial Instruments
("IFRS 9") as of March 1, 2018. IFRS 9 replaces IAS 39 - Financial
Instruments: Recognition and Measurement ("IAS 39"). IFRS 9 utilizes a revised
model for recognition and measurement of financial instruments and a single,
forward-looking "expected credit loss" impairment model. Most of the
requirements in IAS 39 for classification and measurement of financial
liabilities were carried forward in IFRS 9, so the Company's accounting policy
with respect to financial liabilities is unchanged. As a result of the
adoption of IFRS 9, management has changed its accounting policy for financial
assets retrospectively, for assets that continued to be recognised at the date
of initial application. The change did not impact the carrying value of any
financial assets or financial liabilities on the transition date.

 

The following is the Company's new accounting policy for financial instruments
under IFRS 9:

 

Classification

The Company classifies its financial instruments in the following categories:
at fair value through profit and loss ("FVTPL"), at fair value through other
comprehensive income (loss) ("FVTOCI"), or at amortised cost. The Company
determines the classification of financial assets at initial recognition. The
classification of debt instruments is driven by the Company's business model
for managing the financial assets and their contractual cash flow
characteristics. Equity instruments that are held for trading are classified
as FVTPL. For other equity instruments, on the day of acquisition the Company
can make an irrevocable election (on an instrument-by-instrument basis) to
designate them as at FVTOCI. Financial liabilities are measured at amortised
cost, unless they are required to be measured at FVTPL (such as instruments
held for trading or derivatives) or the Company has opted to measure them at
FVTPL.

 

Measurement

 

Financial assets and liabilities at amortised cost

 

Financial assets and liabilities at amortised cost are initially recognised at
fair value plus or minus transaction costs, respectively, and subsequently
carried at amortised cost less any impairment. Financial instruments under
this classification includes cash, receivables, due from related parties,
accounts payable, accrued liabilities and loans payable.

 

Financial assets and liabilities at FVTPL

Financial assets and liabilities carried at FVTPL are initially recorded at
fair value and transaction costs are expensed in profit or loss. Realized and
unrealized gains and losses arising from changes in the fair value of the
financial assets and liabilities held at FVTPL are included in profit or loss
in the period in which they arise.

 

Financial assets and liabilities at FVOCI

Fair value through other comprehensive income ("FVOCI"): Financial instruments
designated at FVOCI are initially recognised at fair value, net of directly
attributable transaction costs, and are subsequently measured at fair value
with changes in fair value recognised in other comprehensive income, net of
tax. The Company does not currently have any FVOCI financial instruments.

 

2. ACCOUNTING POLICIES - CONTINUED

 

Impairment of financial assets at amortised cost

An 'expected credit loss' impairment model applies which requires a loss
allowance to be recognised based on expected credit losses. The estimated
present value of future cash flows associated with the financial assets is
determined and an impairment loss is recognised for the difference between
this amount and the carrying amount. The carrying amount of the asset is
reduced to estimated present value of the future cash flows associated with
the asset, discounted at the financial asset's original effective interest
rate, either directly or through the use of an allowance account. The
impairment loss is recognised in profit or loss for the period.

 

In subsequent periods, if the amount of the impairment loss related to
financial assets measured at amortised cost decreases, the previously
recognised impairment loss is reversed through profit or loss to the extent
that the carrying amount of the investment in financial assets at the date the
impairment is reversed does not exceed what the amortised cost would have been
had the impairment not been recognised.

 

Derecognition

 

Financial assets

The Company derecognizes financial assets only when the contractual rights to
cash flows from the financial assets expire, or when it transfers the
financial assets and substantially all of the associated risks and rewards of
ownership to another entity. Gains and losses on derecognition are generally
recognised in profit or loss. However, gains and losses on derecognition of
financial assets classified as FVTOCI remain within accumulated other
comprehensive income (loss)

 

Financial liabilities

The Company derecognizes financial liabilities only when its obligations under
the financial liabilities are discharged, cancelled or expired. Generally, the
difference between the carrying amount of the financial liability derecognised
and the consideration paid and payable, including any non-cash assets
transferred or liabilities assumed, is recognised in profit or loss can be
utilised.

 

Leases

On January 13, 2016, the IASB issued IFRS 16 - Leases, the new leases
standard. The standard is effective or periods beginning on or after January
1, 2019, with earlier adoption permitted if IFRS 15 had also been applied. The
Company does not have any material leases.

 

 

3.            EMPLOYEES AND DIRECTORS

 

      £

Wages and
salaries
195,175

 

 

The average number of employees during the period was as follows:

 

 
Directors
     5

 

 

Since the company was registered as a public company on 28 July 2021 each
director under the terms of their service agreement receives a monthly fee of
£4,000 for their services to the company.

 

 
      £

                Directors'
remuneration
195,175

 

 

4.            LOSS BEFORE INCOME TAX

 

                The loss before income tax is stated after
charging:

 

                Auditors'
Remuneration
£8,500

 

5.            INCOME TAX

 

                Analysis of tax expense

No liability to UK corporation tax arose for the period ended 30 June 2022.

 

                Factors affecting the tax expense

The tax assessed for the period is higher than the standard rate of
corporation tax in the UK. The difference is explained below:

 

 
         £

                Loss before income
tax
  (303,404)

 

                Loss multiplied by the standard rate of
corporation tax in the UK of 19%        (57,646)

 

                Effects of:

                Unrecognised deferred tax assets
 
      57,646

 

                Tax
expense
-

 

 

At the period end, there were unrecognised deferred tax assets of £57,646 in
respect of unutilised tax losses. These have not been recognised as their
recovery cannot be determined with reasonable certainty.

 

Deferred tax assets in respect of carried forward losses are not recognised in
the financial statements

 

6.            EARNINGS PER SHARE

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.

Reconciliations are set out below.

 Loss from continued operations attributable to equity holders (£)   (303,404)
 Weighted average number of shares                                   399,985,888
 Loss per share basic (£)                                            (0.08)
 Weighted average number of shares for dilutive calculation          399,985,888
 Loss per share diluted (£)                                          (0.08)

 

7.            OPERATING SEGMENTS

The Board considers that during the period ended 30 June 2022 the company does
not have specific segment of operating given the recent listing.

Going forward the company intend to focus 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.

 

8.            FINANCIAL INSTRUMENTS

The following information is provided in accordance with the requirements of
IFRS 7 "Financial Instrument Disclosures"

Categories of financial assets and liabilities

The following table categorises the carrying value of the financial assets and
liabilities at the balance sheet date. In each case the fair value is not
materially different to the carrying value.

                Financial assets
 
30.06.022

                Cash at
bank
£953.838

 
Total
£953.838

 

The contractual maturities of financial assets are all within 1 year of the
balance sheet date.

 

                Financial
liabilities
30.06.2022

                Trade payables excluding accrued
expenses                               £56,859

                Directors fees
payable
£195,175

 
Total
                £252,034

 

The contractual maturities of financial liabilities, including estimated
interest payments are all within 1 year of the balance sheet date.

Risks arising from financial assets and liabilities

The following summarises the principal risks associated with the company's
financial assets and liabilities and how those risks are managed.

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 is done primarily through equity financing. Future financings are
dependent on market conditions. There were no 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.

8.            FINANCIAL INSTRUMENTS - CONTINUED

Liquidity risk is the risk that the Company will not be able to meet its
financial obligations as they fall due. As at 30 June 2022, the Company had a
cash balance of £953,838 to settle current liabilities of £255,642. The
Company's current financial liabilities have contractual maturities of 30 days
or are due on demand and are subject to normal trade terms.

Interest rate risk

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

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 receivable and therefore is not
exposed to credit risk.

 

9.            CASH AND CASH EQUIVALENTS

 
    £

Bank
accounts
953,838

Cash and cash equivalents consist of cash on hand and short-term deposits held
with banks with a A-1+ rating. The carrying value of these approximates to
their fair value. Cash and cash equivalents included in the cash flow
statement comprise the following balance sheet amounts.

 

10.          CALLED UP SHARE CAPITAL

                Number allotted, issued and fully paid

 
Number:
Class:
Nominal
Value:                                  £

 
399,985,888
Ordinary
0.000167
66,798

 

 

 

 

 

11.          RESERVES

 
Retained Earnings              Share
Premium                   Total

 
£
£                             £

                Loss for the
period
(296,404)
-
(294,404)

                Premium on shares
issued
-
927,802                                927,802

 

                As at 30 June
2022
(296,404)
927,802                                631,398

 

 

 

12.          TRADE AND OTHER PAYABLES

 
Current
£

                Trade
creditors
  56,859

                Accrued
expenses
  10,608

                Accrued directors
fees
195,175

 

 
Total
262,642

 

13.          ULTIMATE PARENT COMPANY

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

 

14.          CONTINGENT LIABILITIES

As at 30 June 2022 the Company had no material contingent liabilities.

 

15.          RELATED PARTY DISCLOSURES

There were no related party transactions except for the payments of directors'
fees disclosed in the financial statements.

 

16.          EVENTS AFTER THE REPORTING PERIOD

There have been no subsequent events since the reporting period end date.

 

17.          SHARE-BASED PAYMENT TRANSACTIONS

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

 

 

 

 

 

 

 

 

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