REG - GS Chain PLC - Audited Results
31/10/2023 15:15
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RNS Number : 9093R GS Chain PLC 31 October 2023
31 October 2023
GS CHAIN PLC
("GS Chain" or the "Company")
Audited Results
GS Chain (LSE: GSC) is pleased to announce its audited results for the Period
Ended 30 June 2023. 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)
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 20 3855 5551
CEO's Statement
Business strategy and objectives
GS Chain Plc was established to make acquisitions and published its prospectus
on 4 May 2022 for the admission of its ordinary shares to the Main Market of
the London Stock Exchange on 13 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
Directors' experience spans across a wide range of business sectors, the board
will focus its energy on 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 year ended 30 June 2023
In order to better access a global shareholder base, during the year the
Company secured further global expansions into two more markets, being the US
and Germany respectively. The Company commenced cross trading on the US OTCQB
Market on 11 April 2023 under the symbol GSCHF and on the Frankfurt Börse on
30 May 2023 under the symbol K85.
The directors continued to seek and assess potential companies for
acquisition.
Board of Directors
Leon Filipovic has served as a director since the Company's incorporation on 3
April 2021. Since July 2021 the Board was enlarged by the appointment of Alan
Austin as CEO and Sébastien Guerin as Chief Operational Officer.
Since September 2021 Sanjay Nath has been appointed as a Non-Executive
Director and Mark Wilson as an Independent Non-Executive Director.
There were no changes to the Board during the year ended 30 June 2023.
Alan Austin
Chief Executive Officer
Date: 2023/10/31
Financial Review
Loss for the year
For the year the Company recorded a loss of £688,242 (2022: £303,404 loss).
The biggest cost driver was £216,000 in accrued directors' fees, £395,300 in
professional fees, £16,000 in consultancy fees and £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 £581,916 (2022: £953,838) consisting of amounts owed to directors and the
Company's cash reserves.
The Company's liabilities of £578,962 (2022: £262,642) consist of loans from
directors, accrued expenses and directors' fees, as well as accounts payable.
Cash flow
Cash used in operations totalled £711,922 (2022: £40,762).
Closing cash
As at 30 June 2023, the Company held £362,916 (2022: £953,838) in the bank
account.
Sébastien Guerin
Chief Operating Officer
Date: 2023/10/31
Directors' Report
The Directors present their report with the financial statements of the
Company for the year ended 30 June 2023.
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 13
May 2022. On 11 April 2023 the Company commenced cross trading on the US OTCQB
Market and on 30 May 2023 the Company commenced cross trading on the German
Frankfurt Stock Exchange.
Principal Activities
The Company was established to make acquisitions and published its prospectus
on 4 May 2022 for the admission of its ordinary shares to the Main Market of
the London Stock Exchange on 13 May 2022 under the symbol of GSC.L.
Additionally on 11 April 2023 the Company commenced cross trading on the US
OTCQB Market under the symbol GSCHF and on 30 May 2023 commenced cross trading
on the German Frankfurt Stock Exchange under the symbol K85.
The Company will leverage its 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 Directors' experience spans across a wide range of business
sectors, the Board will focus its energy on 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 Year
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 pages 1 and
2.
Directors
The Directors of the Company during the year and their beneficial interest in
the Ordinary shares of the Company at 30 June 2023 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 -
- -
*Sanjay Nath's daughter, Sonali Ohrie, and son, Sonal Ohrie, individually hold
1,000,000 Ordinary shares, representing 0.25% of the total issued Ordinary
Shares.
Substantial Shareholders
As at 30 June 2023, the total number of issued Ordinary Shares with voting
rights in the Company was 399,985,888.
Aside from Leon Filipovic and Sébastien 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 year ended 30 June
2023.
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 Chief
Operating Officer prepares and presents a cashflow, expenditure and balance
sheet projection for a period of at least 12 months from the date of signing
the financial statements which is reviewed and approved by the Board. The
Directors take into account this information and all other available factors
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 £362,916 at 30 June 2023. In assessing the
Company's cashflow projections, the Directors have identified a cash shortfall
which will be addressed by the provision of £500,000 in directors' loans.
Furthermore, it has been determined certain expenses - namely directors' fees
- will be deferred until an acquisition completes and this has been agreed at
the Board level. Additional sources of financing, where required, will be
discussed at the Board level and raised through the issue of new shares or
issue of debt where approved.
Energy and carbon reporting
The Company recognises it has a responsibility to the environment and
endeavours to be as environmentally friendly as possible in its business
activities. As the Company has consumed less than 40 MWh of energy in the UK,
the low energy exemption has been applied. In assessing whether the threshold
was met, the Company has considered all energy from gas, electricity, and
transport usage as required by the UK Government's Guidance on Streamlined
Energy and Carbon Reporting.
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 Director's 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 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 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.
On behalf of the board
Leon Filipovic
Director
Date: 2023/10/31
STATEMENT OF PROFIT OR LOSS
FOR THE YEAR ENDED 30 JUNE 2023
2023 2022
Notes £ £
Administrative expenses (688,242) (303,404)
Operating loss 4 (688,242) (303,404)
Income tax expense 7 - -
Loss and total comprehensive income for the year
(688,242) (303,404)
Earnings per share 8
Basic (0.17) (0.08)
Diluted (0.17) (0.08)
Earnings per share from continuing operations
Basic (0.17) (0.08)
Diluted (0.17) (0.08)
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2023
2023 2022
£ £
Loss for the year (688,242) (303,404)
Other comprehensive income: - -
Total comprehensive income for the year (688,242) (303,404)
STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2023
2023 2022
Notes £ £
Current assets
Trade and other receivables 10 219,000 -
Cash and cash equivalents 362,916 953,838
581,916 953,838
Current liabilities
Trade and other payables 16 178,962 262,642
Loans 11 400,000 -
578,962 262,642
Net current assets 2,954 691,196
Net assets 2,954 691,196
Equity
Called up share capital
17 66,798 66,798
Share premium account 18 927,802 927,802
Retained earnings (991,646) (303,404)
Total equity 2,954 691,196
The financial statements were approved by the board of directors and
authorised for issue on 2023/10/31 and
are signed on its behalf by:
..............................
Leon Filipovic
Director
Company registration number 13310485
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2023
Share Share Retained Total
capital premium account earnings
Notes £ £ £ £
Balance at 3 April 2021 - - - -
Period ended 30 June 2022:
Loss and total comprehensive income for the year - - (303,404) (303,404)
Transactions with owners in their capacity as owners:
Issue of share capital 17 66,798 927,802 - 994,600
Balance at 30 June 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
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2023
2023
2022
Notes £ £ £ £
Cash flows from operating activities
Cash absorbed by operations 22 (771,922) (40,762)
Net cash outflow from operating activities (771,922) (40,762)
Financing activities
Proceeds from issue of shares - 994,600
Proceeds from loans from directors 400,000 -
Payments of loans to directors (219,000) -
Net cash generated from financing activities
181,000 994,600
Net (decrease)/increase in cash and cash equivalents
(590,922) 953,838
Cash and cash equivalents at beginning of year / period
953,838 -
Cash and cash equivalents at end of year / period
362,916 953,838
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
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.
Reporting period
The comparative information included in these financial statements are for the
period 3 April 2021 to 30 June 2022. The period was longer than 12 months due
to it being the first period since incorporation. The comparative amounts
presented in the financial statements (including the related notes) are
therefore not entirely comparable.
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. Thus, the directors continue
to adopt the going concern basis of accounting in preparing the financial
statements. Further details can be found in the Directors' report under the
section headed Going Concern.
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 of principal.
They are initially recognised at fair value plus transaction costs directly
attributable to their 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 2023
IAS
1
Amendments regarding the disclosure of accounting policies - effective 1
January 2023
IAS
1
Amendments regarding non-current liabilities with covenants - effective 1
January 2024
IAS
8
Amendments regarding the definition of accounting estimates - effective 1
January 2023
IAS
12
Amendments regarding deferred tax on leases and decommissioning obligations -
effective 1 January 2023
IFRS 10 and IAS
28
Amendments regarding the sale or contribution of assets between an investor
and its associate or joint venture - effective 1 January 2024
IFRS
16
Amendments regarding a sale and leaseback transaction - effective 1 January
2024
IFRS
17
Insurance contracts and subsequent withdrawal of IFRS 4 'Insurance Contracts',
and amendments to IFRS 17 - effective 1 January 2023
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
2023 2022
Operating loss for the year is stated after charging/(crediting): £ £
Fees payable to the company's auditor for the audit of the company's financial
statements
26,700 8,500
5 Employees
The average monthly number of persons (including directors) employed by the
company during the year was:
2023 2022
Number Number
5 5
Their aggregate remuneration comprised:
2023 2022
£ £
Wages and salaries 216,000 195,175
Social security costs 2,900 -
218,900 195,175
6 Directors' remuneration
2023 2022
£ £
Remuneration for qualifying services 216,000 195,175
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):
2023 2022
£ £
Remuneration for qualifying services 48,000 45,025
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 27 June 2023 the directors have agreed
to defer payment of fees until such a time that a reverse takeover or
acquisition is completed.
7 Income tax expense Analysis of tax expense
No liability to UK corporation tax arose for the year ended 30 June 2023 or
period ended 30 June 2022.
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:
2023 2022
£ £
Loss before taxation (688,242) (303,404)
Expected tax credit based on a corporation tax rate of 19.00% (2022: 19.00%) (130,766) (57,647)
Unrecognised deferred tax assets 130,766 57,647
Taxation charge for the year - -
At the year end, there were cumulative unrecognised deferred tax assets of
£188,413 (2022: £57,647) 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.
8 Earnings per share
2023 2022
Number of shares Number Number
Weighted average number of ordinary shares for basic earnings per share 399,985,888 399,985,888
2023 2022
Earnings £ £
Continuing operations
Loss for the period from continued operations (688,242) (303,404)
Basic and diluted earnings per share Pence per Pence per
share share
From continuing operations (0.17) (0.08)
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.
9 Operating segments
The Board considers that during both the year ended 30 June 2023 and period
ended 30 June 2022 the Company does not have specific segments of operation.
Going forward the Company intends 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.
10 Trade and other receivables
2023 2022
Loans to directors £ £
219,000 -
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.
11 Borrowings
2023 2022
Borrowings held at cost: £ £
Directors' loans 400,000 -
Loans comprise solely of amounts introduced by directors which are for working
capital requirements. The loan is interest free and repayable on demand.
12 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.
13 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.
At 30 June 2022 Less than 1 year
£
Trade payables excluding accrued expenses 56,859
Directors fees payable 195,175
252,034
At 30 June 2023
Trade payables excluding accrued expenses 19,403
Directors fees payable 123,175
Directors' loans 400,000
542,578
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. As at 30 June 2023, the
Company had a cash balance of £362,916 to settle current liabilities of
£542,578. The Company has mitigated liquidity risk by securing additional
funding from the directors since the reporting date, details of which can be
found in the note entitled Events after the reporting date.
14 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.
15 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.
16 Trade and other payables
2023 2022
£ £
Trade payables 19,403 56,859
Accruals 36,384 10,608
Accrued directors fees 123,175 195,175
178,962 262,642
17 Share capital
2023 2022 2023 2022
Ordinary share capital Issued and fully paid Ordinary of 0.0167p each Number Number £ £
399,985,888 399,985,888 66,798 66,798
All Ordinary shares are allotted and fully paid.
18 Share premium account
2023 2022
£ £
At the beginning of the year Issue of new shares 927,802 - 927,802
-
At the end of the year 927,802 927,802
19 Events after the reporting date
Since the reporting period end date, director loans have been issued to the
Company totaling £500,000. 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.
There are no other subsequent events since the reporting date to disclose.
20 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. The
directors' loans receivable and payable have no right of offset and are not at
arm's length or conducted under normal commercial terms.
21 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.
22 Cash absorbed by operations
2023 2022
£ £
Loss for the year before income tax (688,242) (303,404)
Movements in working capital:
(Decrease)/increase in trade and other payables (83,680) 262,642
Cash absorbed by operations (771,922) (40,762)
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