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REG - GS Chain PLC - Audited Results

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RNS Number : 7821F  GS Chain PLC  31 October 2025

 

THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY THE COMPANY TO
CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION
(EU) NO. 596/2014, AS AMENDED WHICH, BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018, FORMS PART OF UK LAW. ON THE PUBLICATION OF THIS
ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE ("RIS"), THIS INSIDE
INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

 

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

Audited Results

GS Chain Plc (LSE: GSC) is pleased to announce its audited results for the
Period Ended 30 June 2025. 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

 www.gschain.world (http://www.gschain.world)

 Leon Filipovic, Executive Chairman                                          leon@gschain.world (mailto:leon@gschain.world)

 Bowsprit Partners Limited, Financial Adviser                                +44 (0) 203 833 4430

 

COMPANY INFORMATION

 

 

Directors                                            Leon
Filipovic (Chairman & CEO)

 
Sébastien Guerin (Chief Operating Officer)

 
Mark Wilson (Independent Non-Executive Director)

 

Secretary
Bowsprit Mercantile Services Ltd

 
20 Birchin Court, Birchin Lane,

 
London

 
EC3V 9DU

 

Company Number                             13310485

 

Registered
Office                               71-75
Shelton St

 
London

 
WC2H 9JQ

 

Auditor
Macalvins Limited

 
Bank House

 
7 St John's Road

 
Harrow

 
Middlesex

 
HA1 2EY

 

Solicitor
Keystone Law 48

 
Chancery Lane

 
London

 
WC2A 1JF

 

Registrar
 Neville Registrars Limited

 
Neville House

 
Steelpark Road

 
Halesowen

 
B62 8HD

CONTENTS

 

 

Strategic
Report

 

 

CEO's
Statement

 

 

Financial
Review

 

 

Board of Directors and Senior
Management

 

 

Directors'
Report

 

 

Corporate Governance
Report

 

 

Directors' Remuneration
Report

 

 

Audit and Risk Committee
Report

 

 

Independent Auditor's
Report

 

 

Statement of Profit or
Loss

 

 

Statement of Comprehensive
Income

 

 

Statement of Financial
Position

 

 

Statement of Changes in
Equity

 

 

Statement of Cash
Flows

 

 

Notes to the Financial
Statements

 

STRATEGIC REPORT

 

Introduction

 

This Strategic Report has been prepared in accordance with the Companies Act
2006 and the UK Corporate Governance Code. It sets out the strategy, business
model, key performance indicators, principal risks, and outlook for GS Chain
Plc (the 'Company'), being a public limited company listed on the Main Market
of the London Stock Exchange.

 

Business Overview and Model

 

GS Chain Plc was established as a listed investment vehicle focused on
identifying and acquiring a target business or asset within the technology,
digital, fintech, blockchain and AI sectors. The Company aims to generate
long-term shareholder value by leveraging its listed status to acquire
businesses with sustainable growth potential.

 

The Company's business model is designed around three core principles:

- Identifying attractive acquisition opportunities in high-growth markets.

- Applying rigorous, effective and targeted due diligence and financial
discipline in target evaluation.

- Creating post-acquisition value through value-add activities, active
governance and strategic oversight.

- After an acquisition is made. the role of the Board will be to empower and
enable the senior management team of the acquired business, whilst monitoring
and controlling progress and delivery.

 

Strategy and Objectives

 

The primary objective of GS Chain Plc is to complete a qualifying acquisition
that enhances shareholder value and establishes a sustainable operational
platform. In the absence of an immediate acquisition, the Board continues to
focus on maintaining financial discipline and compliance with Main Market
obligations.

 

Key strategic objectives include:

- Identifying and assessing acquisition targets with strong management and
scalable business models together with the execution ability and access to
necessary resources to deliver the growth required

- Preserving capital and maintaining an efficient cost structure while in the
pre-acquisition phase.

- Strengthening the Company's governance, reporting, and investor relations
framework.

- Ensuring compliance with all regulatory and market requirements applicable
to a Main Market-listed company.

 

Key Performance Indicators (KPIs)

Given the Company's pre-acquisition status, financial performance indicators
remain limited.

The Board monitors key metrics including:

 

-     Cash balance and cash runway - to ensure sufficient resources for
ongoing operations.

-     Administrative cost base - to maintain efficient stewardship of
shareholder funds.

-     Share price performance and liquidity - as an indicator of market
confidence.

-     Ability to raise funds effectively and in a timely manner for the cash
resources of the company.

-     Progress towards identifying and engaging suitable acquisition
targets.

 

Principal Risks and Uncertainties

 

The Board recognises that as listed investment vehicle, the Company is exposed
to certain inherent risks.

 

The principal risks and uncertainties include:

 

- Acquisition Risk: Inability to identify or complete a suitable acquisition
within a reasonable timeframe.

- Market Risk: Volatility in equity markets impacting valuation and investor
sentiment.

- Regulatory and Compliance Risk: Evolving corporate governance and disclosure
obligations under FCA and LSE rules.

- Liquidity and Capital Management: Efficient utilisation of capital while
maintaining operational flexibility.

- Reputation Risk: The impact of deal execution or market perception on
investor confidence.

 

Financial Review

 

For the year under review, the Company maintained a prudent approach to
financial management. Administrative expenses were reduced from £352,537 in
year end 30 June 2024 to £215,963 this year ended 30 June 2025, representing
a reduction of 38% year on year.

 

Accordingly, the Company reported a net loss of approximately £215,963 this
year, down from £357,330 last year. This reflects the Board's desire to use
the company's resources wisely and effectively before it successfully acquires
a suitable business by RTO.

 

Cash and cash equivalents were more than sufficient to support ongoing
acquisition search and corporate compliance activities. The company has also
improved its fundraising agility as shown by the recent announcement of
£300,000 of new investment as announced post year-end on 16 September 2025.

 

In the post-year end period, the Board will also continue to look at ways to
reduce and pay down historical liabilities, whether that be for previous
director payables, or director loans. The Board continues to monitor
expenditure closely for necessity and impact, and more effectively secure more
funding options to support intended and purposeful acquisition activity.

 

There are more details of the Financial Review in the section entitled
Financial Review provided by the COO, Sebastien Guerin, starting on page 6.

 

ESG and Corporate Responsibility

 

While the Company is currently in the pre-acquisition phase, the Board is
still committed to upholding the highest standards of corporate governance and
ethical conduct. Future acquisitions will be assessed not only on financial
merit but also on their environmental, social, and governance (ESG)
credentials. The Company supports responsible, ethical and sustainable
investment principles consistent with long-term value creation.

 

The are more ESG details available in the CEO's Statement on page 4.

 

Outlook

 

The near-term focus of the remains on not only identifying and executing a
suitable acquisition, but improving our execution ability in this respect, and
aligning agile funding strategies to support a suitable acquisition in due
course. The Board continues to engage with capable and proven advisors and
potential counterparties within the technology, fintech, digital innovation,
blockchain and related AI sectors. Despite prevailing economic uncertainty,
the directors are confident that the Company's listed structure and
disciplined approach will position it well to deliver value to shareholders
over the medium term.

 

Approval

 

This Strategic Report was approved by the Board of Directors on 31 October
2025 and signed on its behalf by:

 

 

__________________________

Leon Filipovic

Chief Executive Officer

GS Chain PLC

 

 

 

CEO's STATEMENT

 

Business strategy and objective

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

 

While the Board of Directors draws from a diverse range of industry expertise,
our efforts have been concentrated on technology-driven sectors. The Board
remains open to considering other industries if they offer strong potential
for value creation and complement the Company's objectives. The Company has
made some changes to the Board of Directors in the interest of efficiency and
in preparation for the addition of new Board members as we further develop and
intensify our acquisition efforts. These are detailed in the Board of
Directors section.

 

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

 

Review of activities for the year ended 30 June 2025

The Board of Directors continues to actively evaluate potential acquisition
targets that align with the Company's strategic focus. While no acquisition
costs were incurred during the year ended 30 June 2025, the Company remains
committed to pursuing appropriate opportunities that will enhance long-term
shareholder value. We are reviewing and looking to further improve our
thorough assessment process ensuring that only those companies with
significant potential for growth and alignment with our technological focus
are considered for acquisition.

 

Post Year-End Activities:

As announced on the 3 September 2025, the Company confirmed that further to
recent changes to the UK Listing Rules (UKLR), GS Chain PLC notes that the
transitional provisions under UKLR 13 expired on 29 July 2025. UKLR 13
requires a listed shell company to complete an initial acquisition transaction
within 24 months from 30 July 2025, extendable by shareholder approval. To
give effect to these provisions, companies are required to amend their
constitutions to include the relevant timeframes. This aligns with the
Company's strategic goal to complete an acquisition in advance of the 29 July
2027 date.

 

This allows the Company adequate time for GS Chain Plc's ongoing strategy,
operational effectiveness, and future prospects. The Company's shares continue
to trade on the London Main Market, our focus remains on identifying and
executing acquisitions within the technology sector, specifically targeting
fintech, banking, finance, and blockchain industries including AI additions.

As announced on 16 September 2025, GS Chain PLC has entered into a Convertible
Investment Agreement with a family office, Citymeade Limited, securing an
initial investment of £300,000 mainly to support working capital. The company
is delighted to secure this investment, as the first stage of a series of
significant new investments that the company plans to raise in 2025-2026. The
company welcomes Citymeade to the GS Chain family.

 

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

 

Board of Directors

GS Chain Plc has changed the composition of the Board during the year to
reflect the evolving needs of the Company. The Board now continues to provide
strong governance and direction, leveraging its collective expertise to drive
the Company's growth and long-term objectives.

 

Furthermore, the company is looking to enhance its Board's effectiveness going
forward and will look to make suitable additions or changes as the company
continues to evolve into the 2025-2026 financial year.

 

 

 

 

Leon Filipovic

Chief Executive Officer

Date: 31 October 2025

 

 

 

 

FINANCIAL REVIEW

 

Loss for the year

For the year the Company recorded a loss of £ 215,963 (2024: £357,330 loss).
The biggest cost driver is £168,024 in professional fees, and £ 47,939 in
accounting and audit fees.

 

Balance Sheet

The total amount of assets on the balance sheet as per the balance sheet date
is £ 570,063 (2024: £643,965) consisting mainly of the Company's cash
reserves. The Company's liabilities of £1,140,402 (2024: £998,341) consist
in the majority of loans from directors at £982,325 and accrued directors'
fees brought forward and carried forward of £123,175.

 

Cash flow

Cash used in operations totalled £73,619 (2024: £303,187).

 

Closing cash

As of 30 June 2025, the Company held £569,794 (2024: £561,054) in the
company bank account.

 

 

 

 

Sébastien Guerin

Chief Operating Officer

Date: 31 October 2025.

BOARD OF DIRECTORS & SENIOR MANAGEMENT

 

The present Board consists of Leon Filipovic (Chairman & Chief Executive
Officer), Stephen Guerin (Chief Operation Officer), and Mark Wilson
(Independent Non-Executive Director).

 

GS Chain Plc accepted Alan Austin's resignation as CEO, which was accepted on
the 24 January 2025. We thank him for his dedication and wish him well with
his new endeavours. The company also accepted Sanjay Nath's resignation as a
non-executive director, which was executed on 4 March 2025. We thank him for
his dedication and wish him well with his new activities. During the year,
Leon Filipovic assumed additional responsibilities as the company's CEO.

 

Details of the current Board are set out below.

 

Leon Filipovic

Chairman & CEO

Appointed 3 April 2021

Leon Filipovic is a financial expert. Born in Croatia, Leon was educated in
corporate finance, having worked for more than 15 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 in accordance with OECD and FATF guidelines.

 

Sébastien Guerin

Chief Operating Officer

Appointed 9 July 2021

Sébastien has over 15 years of experience in digital marketing. After having
worked in Faurecia, he joined MuCreative in 2009 where he trained in different
web monetisation methods and specialised in search engine optimisation
("SEO"). He created the first video training dedicated to natural referencing
in France. After that, he worked in the web agency 1 'ere 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. Sébastien holds a Master's Degree in Marketing from l'École
des sciences commerciales d'Angers (ESSCA) and a Brevet de technicien
supérieur (BTS) in International Trade.

 

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 of 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 year ended 30 June 2025.

 

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. Recent changes to the UK Listing Rules (UKLR) relating to listed
shell companies, meant that UKLR 13 requires a listed shell company to
complete an initial transaction within 24 months from 30 July 2025.

 

Principal Activities

The Company was established to make suitable acquisitions and published its
prospectus to that effect 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.

 

The Company will continue to enhance its capabilities and advisory team to
leverage this expertise to create long term shareholder value as we seek to
acquire high quality companies with long-term compounding potential growth
while actively 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 on the technology space, specifically targeting
companies that leverage state of the art technology in fintech, real estate,
banking, finance, telecommunications, blockchain and AI. 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 to 3.

 

Directors

The Directors of the Company during the year and their beneficial interest in
the Ordinary shares of the Company at 30 June 2025 were as follows:

 

Director            Position                       Appointed
       Resigned      Ordinary Shares  Options

A Austin            CEO
09/07/2021        24/01/2025                    -
           -

L Filipovic         Chairman                      03/04/2021
     -                       113,205,988
 -

S Guerin           COO
09/07/2021        -                       113,200,000
          -

S Nath              Director
29/09/2021        04/03/2025        -
           -

M Wilson          Director                         27/09/2021
       -                       -
                -

 

 

Substantial Shareholders

As at 30 June 2025, 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
2025.

 

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 £569,794 as of 30 June 2025. Post year-end,
the company has secured fresh investment of £300,000 from a family office
Citymeade Limited, primarily to augment working capital as announced on 16
September 2025. This is the first in a series of targeted new investments that
the company plans to raise.

 

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.

 

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, have expressed their willingness to continue
in office and a resolution to reappoint them will be proposed 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.

 

 

 

 

On behalf of the board

Leon Filipovic

Director (Chairman & CEO).

 

 

Date: 31 October 2025

 

 

 

 

 

 

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 Company has complied with the requirements of
the UK Corporate Governance Code for the year ended 30 June 2025.

 

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. In addition, the Board assesses the principal and emerging
risks impacting the Company and devises actions and strategies to mitigate
these - details of such risks are included in the notes to the financial
statements. Set out below are GS Chain Plc's corporate governance practices
for the year ended 30 June 2025 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 members of the Board are subject
to annual re-election which occurs at the Annual General Meeting.

 

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.

 

The number of Board meetings held during the year ended 30 June 2025 was 2.
Director attendance was as follows:

              Number of meetings attended  Attendance percentage

 L Filipovic  2                            100%
 S Guerin     2                            100%
 M Wilson     2                            100%

 

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 disposals, 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.

 

Executive Directors

The executive Directors comprise the Chairman, Chief Executive Officer and
Chief Operating Officer.

 

The Chairman's is responsible for the effective operation of the Board and
ensuring it is well balanced to deliver the Company's strategic objectives.
They ensure that the Board constructively plays a part in the development of
the Company's strategy and that effective engagement between the Board and all
stakeholders is upheld.

 

The Chief Executive Officer provides clear and visible leadership across the
Company. They inform the Chairman and the Board of strategic and operational
issues facing the Company, executes the Company's strategy and implements
decisions of the Board and its Committees. Additionally, the CEO ensures the
Company's corporate culture is set from the top and leads investor relations
activities.

 

The Chief Operating Officer's role is to support the CEO to drive synergies
between the various parts of the business. They lead the Company's review of
operations and develop recommendations to improve operational and financial
performance. The COO oversees operations and financial performance in line
with agreed budgets.

 

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.

 

Company Secretary

The company secretary is the secretary to the Board and its Committees. They
ensure compliance with Board procedures and advise the Board on regulatory and
governance matters. They additionally oversee the Company's governance
framework and programme, fostering the right culture and values throughout the
Company.

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. In
addition, each Director and Board committee has access to the advice of the
Company Secretary.

 

Effectiveness

For the year 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 4 and 5.

 

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 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 receive 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 re-affirmed that for a company of its current scale, an internal
process administered by the Board is most appropriate at this stage.

 

Company culture

Company culture is discussed and monitored at Board level. As the Company is
in its early stages, no events have required monitoring or actions needed to
be taken in respect of the culture fostered by the Company in the year.

 

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.

Diversity strategy

Reporting table on sex / gender representation:

      Number of Board members  Percentage of the Board  Number of senior positions on the Board  Number in executive management  Percentage of executive management
 Men  3                        100%                     3                                        3                               100%

 

Reporting table on ethnicity representation:

                     Number of Board members  Percentage of the Board  Number of senior positions on the Board  Number in executive management  Percentage of executive management
 White British       1                        33.33%                   1                                        1                               33.33%
 White French        1                        33.33%                   1                                        1                               33.33%
 Bosnian / Croatian  1                        33.33%                   1                                        1                               33.33%

 

The Company is aware that certain diversity targets have not been met for the
year ended 30 June 2025. As the Company is at a very early stage it is
focussed on appointing Board members with the best expertise to achieve its
short-term objectives being strategic acquisitions. Once this has been
achieved, the Board will implement a strategy to achieve the required targets
on gender and ethnicity. Having said that, the company will look to add
additional Board members in the 2025-2026 financial year, and will look to
broaden its diversity, subject to the above.

 

As the Company only has 3 employees, which solely comprise the Board of
directors, no data collection methodology has been required.

 

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 the 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
risk, credit risk and other related matters. Further details on going concern
can be found in the Directors' report under the section headed Going Concern.

 

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,
compliance and risk management. The Company had necessary procedures in place
during the year 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 communications 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/
(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 year ended 30 June 2025, 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 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, retain and motivate 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 own remuneration. No remuneration advisors
were retained by the Remuneration Committee during the year.

 

Statement of GS Chain Plc's policy on Director's 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 Arrangements 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 six months' notice.

 

The directors who held office at 30 June 2025 and had beneficial interests in
the Ordinary Shares of the Company are disclosed on pages 6 and 7 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, are dated as follows:

 

Director                        Year
of                         Number of
years                       Date of current

 
Appointment
completed
engagement letter

L Filipovic
2021
4
23/07/2021

S Guerin
2021
4
01/08/2021

M Wilson
2021
4
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 year ended 30 June
2025 (GBP):

 

 
Director
            Directors Fees (£)

            A Austin (resigned 24 Jan. 2025)
Nil

L Filipovic
   Nil

S Guerin
   Nil

S Nath (resigned 4 March 2025)            Nil

M Wilson
  Nil

 

There were accruals of £123,175 brought forward from previous years into the
year ended 30 June 2025 in respect of cumulative outstanding fees for director
services. From 27 June 2023 the payment of directors' fees was deferred, and
then stopped from the beginning of the year ended 30 June 2024. There were no
directors' fees paid or payable in the current year 30 June 2025.

 

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.

 

 

 

 

AUDIT AND RISK COMMITTEE REPORT

 

The responsibilities of the Audit and Risk Committee were performed by the
full Board during the year. 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 Mark Wilson, and its other member is Leon Filipovic.

 

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 through review of these at periodic meetings
of the Committee, implementing actions arising from these meetings where
necessary;

●     Ensuring that effective whistleblowing, 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 year ended 30 June 2025 Macalvins Limited performed no
non-audit services for the Company.

 

Internal audit function

As the Company is in its initial stages, and has not yet acquired any
subsidiaries, and has no employees beyond the Board of Directors, the
necessity of an internal audit function is not considered appropriate. The
Board will review this stance and implement accordingly when necessary.

 

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 objectively and independence of the
Auditors, the Committee will be considering the reappointment of Macalvins
Limited as auditors to the Company at the next annual general meeting.

 

 

INDEPENDENT AUDITORS REPORT

 

We have audited the financial statements of GS Chain Plc for the year ended 30
June 2025 which comprise the income statement, statement of comprehensive
income, the statement of financial position, the statement of changes in
equity, the statement of cash flows and notes to the financial statements,
including a summary of significant accounting policies. The financial
reporting framework that has been applied in the preparation of the financial
statements is applicable law and International Financial Reporting Standards
(IFRSs) issued by the International Accounting Standards Board (IASB).

In our opinion:

●    the financial statements give a true and fair view of the state of
the company's affairs as at 30 June 2025 and of the company's loss for the
year then ended;

●    the financial statements have been properly prepared in accordance
with IFRSs as adopted by the IASB; and

●    the financial statements have been prepared in accordance with the
requirements of 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 Auditor's 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 as applied to listed public interest entities, 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.

Key audit matters

Key audit matters are those matters that, in our professional judgment, were
of most significance in our audit of the financial statements of the current
period and include the most significant assessed risks of material
misstatement (whether or not due to fraud) we identified, including those
which had the greatest effect on: the overall audit strategy, the allocation
of resources in the audit; and directing the efforts of the engagement team.
These matters were addressed in the context of our audit of the financial
statements, and in forming our opinion thereon, and we do not provide a
separate opinion on these matters.

 Key audit matter              Audit response to key matter                                                     Findings
 Fraud in revenue recognition  Presumed risk under ISA 240:                                                     These procedures enabled to us to form an opinion that the presumed risk of

                                                                                fraud in revenue recognition is rebuttable under ISA 240.
                               Incorrect treatment of income under IFRS.

                               We performed relevant audit procedures and specific tests to evaluate if
                               income had  been omitted from the financial statements for the current year.
                               Our procedures included the following:

                               -    Review of Company Bank Statements:

                               -    Our review of the company's bank statements did not reveal evidence of
                               income which had been omitted and not accurately reflected in the financial
                               statements.

                               -    Examination of Board Minutes:

                               -    Inspection of all board minutes did not yield any evidence of
                               contracts that were agreed upon or acquisitions that were completed but not
                               recorded in the financial statements, indicating that income recognition is
                               accurate.

                               -    Review of RNS Filings:

                               -    The review of all RNS filings made since June 30, 2024, did not
                               provide evidence that the company had completed any unrecorded acquisitions or
                               revenue-generating agreements that would affect income recognition in the
                               financial statements.

 

 Management override of controls  Presumed risk under ISA 240:                                                     Based on our audit procedures performed we have not identified any instances

                                                                                of management override of controls.
                                  Risk of management using their position in the company to manipulate financial
                                  results and misappropriate assets.

                                  In addition to the procedures described in the "Auditor's responsibilities for
                                  the audit of the financial statements" of the Audit report, we audited to
                                  higher risk all areas requiring judgement, performed tests on a sample basis
                                  of journal entries exhibiting unusual characteristics, journals relating to
                                  areas of significant audit interest and incorporated unpredictability in our
                                  substantive testing procedures.

                                  We assessed the appropriateness of liabilities and transactions to related
                                  parties, reviewing management's review of contracts, their identification and
                                  estimation of performance obligations, including ratification of such
                                  obligations by the board and reviewing appropriate supporting documentation.
 Going concern                    Risk of incorrect use of the going concern assumption based on the company's     Based on the result of our audit procedures and verification of the post
                                  financial position arising from obligations to repay working capital loans and   balance sheet event, we have noted our assessment of going concern below in
                                  remuneration to the Directors, other operating losses and cash position as at    our audit report.
                                  30 June 2025.

                                  We performed procedures to test and assess the significant assumptions used in
                                  the working capital forecasts, including performing sensitivity analysis as
                                  detailed in the going concern section of the audit report.
 Cash management                  Risk of misappropriation or inappropriate management of cash.                    Based on the results of our audit procedures the cash balances were not

                                                                                materially misstated.  Given the size of the company, and the number of
                                  We reviewed external 3rd party confirmations to gain comfort over the cash       directors, the current cash controls, although not formally documented are
                                  balances held and identify any undisclosed liabilities and reviewed the          appropriate.  We have made a recommendation to consider enhancing formal
                                  internal risk assessment to ensure that risks associated with holding large      documentation around cash controls as the company grows.
                                  cash balance have been completely addressed.

 

 Key audit matter                            Audit response to key matter                                                    Findings
 Accounting disclosures                      Risk that IFRS and UK Corporate Governance Code are not compliant or omitted.   All disclosure adjustments or omissions assessed as material have been

                                                                               corrected by management.
                                             We thoroughly reviewed the accounts' disclosures to ensure that all required

                                             information was included utilising appropriate industry standard IFRS
                                             disclosure checklist and the UK corporate governance code checklist. The

                                             latter encompassed compliance with Listing rules, Disclosure and Transparency   We have concluded the financial statements are materially compliant with IFRS,
                                             Rules pertaining to audit committees and corporate governance statements, the   the UK Corporate Governance Code, the Listing Rules and other relevant
                                             2018 version of the UK Corporate Governance Code issued by the FRC, FRC         regulation.
                                             Guidance on Risk Management/Internal Controls, the 2016 FRC guidance on Audit
                                             Committees, the 2018 FRC guidance on Board Effectiveness, and the FRC Minimum
                                             Standards for 2023 concerning Audit Committees and external audit.

                                             Furthermore, we conducted a review of the LSE listing for company to identify
                                             any essential information requiring disclosure.
 Understatement of expenses and liabilities  Risk that expenses are understated, an incentive to understatement was          Adjustments were identified in respect of cost incorrectly recorded as
                                             identified during our risk assessment due to the company's losses and net       expenses which should have been included within the directors' current
                                             liability position.                                                             account.

                                             The following audit procedures were performed and included, among others:

                                             -    Audited a sample of operating expenses and supporting documentation,       These have been corrected by management and therefore based results of our
                                             vouching for the accuracy and classification of the expenses.                   audit procedures the expenses balances are not materially misstated.

                                             -    Performed analytical reviews of expenses with the prior year and
                                             obtaining explanations in respect of unexpected movements.

                                             -    Performed substantive audit procedures on creditors and accruals and
                                             reviewed post year end bank statements/board minutes and publicly available
                                             records for evidence of omitted expenditure/undisclosed liabilities.

                                             -    We make enquiries of known service providers to ensure that the
                                             liabilities recorded in the financial statements were not omitted or
                                             understated.

                                             We have furthermore obtained confirmation from relevant individuals and
                                             entities confirming the company's aggregate transactions with then during the
                                             period under audit and the company obligations at the year end.

 

 Key audit matter             Audit response to key matter                                                     Findings
 Undisclosed related parties  Risk that transactions with related parties have not correctly disclosed or      We identified adjustments in respect of directors' fee accruals and expenses
                              accounted for.                                                                   taken to the income statement which required allocation to the directors'

                                                                                accounts.
                              The following audit procedures were performed and included, among others:

                              -    Reviewed directors service agreements.

                                                                                Management have corrected all material adjustments and items in respect of
                              -    Reviewed the company board minutes.                                         disclosures.

                              -    Reviewed the financial statements to ensure related party transactions
                              are disclosed in accordance with IAS 24 Related Parties.

                                                                                Based results of our audit procedures the expenses balances are not materially
                              -    Obtained confirmations from the directors in respect of amounts due         misstated and compliant with IAS24.
                              and owed to the company.

                              Reviewed post year statements, minutes and other available data to assess
                              whether any related.

 

Key audit matters are those matters that, in our professional judgement, were
of most significance in our audit of the financial statements of the current
period and include the most significant assessed risks of material
misstatement (whether or not due to fraud) that we identified. These matters
included those which had the greatest effect on: the overall audit strategy,
the allocation of time and efforts of the engagement team and directing the
audit procedures undertaken. The identification and adjustment of the
expenditure referred to in the key audit matters above were addressed in the
context of our audit of the financial statements as a whole, and in our
opinion thereon, and we do not provide a separate opinion on these matters and
did not change our assessment of key audit matters during the performance of
the audit.

 

 Overall materiality      £10,500
 Benchmark applied        5% of total loss for the year £215,963
 Rationale for benchmark  The company is still at an early stage of development.

                          The main activity of the company since incorporation has been identifying an
                          acquisition target and incurring costs in respect of public company listings.

                          The loss for the year which is due to administrative expenses has been
                          determined to be the most appropriate basis for materiality.
 Performance materiality  Performance materiality is set to reduce to an appropriately low level the
                          probability that the aggregate of uncorrected and undetected misstatements in
                          the financial statements exceeds materiality for the financial statements as a
                          whole.

                          We set performance materiality at £7,350, which represents 70% of overall
                          materiality
 Triviality threshold     We agreed with the directors that we would report to them misstatements
                          identified during our audit above £525 as well as misstatements below that
                          amount that, in our view, warranted reporting for qualitative reasons.

Material uncertainty related to going concern

We draw attention to the disclosures made in Note 1.2, 3 and 14 to the
financial statements concerning the company's ability to continue as a going
concern. The company's going concern assessment is dependent on the successful
completion of further capital raise and a planned reverse takeover (RTO),
expected in February and July 2026 respectively. As of the date of this
report, these fundraising activities have not been formalised. Should these
events not occur as intended, the company will have utilised its cash reserves
by July 2026. These conditions indicate that a material uncertainty exists
that may cast significant doubt on the company's ability to continue as a
going concern. Our opinion is not modified in respect of this matter.

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. Our evaluation of the directors'
assessment of the company's ability to continue to adopt the going concern
basis of accounting included:

●  Confirm our understanding of the directors' going concern assessment
process, including the controls over the review and approval of the budget and
plan. We have obtained a copy of management's assessment of going concern and
evidence that the assessment was approved by the Board;

●  Assessing the appropriateness of the duration of the going concern
assessment period to 31 October 2026 and considering the existence of any
significant events or conditions beyond this period based on our procedures on
the company's plans and knowledge arising from other areas of the audit;

●     Review and verification of the inputs and assumptions used in the
board approved working capital forecasts, identifying the key assumptions and
evaluating the appropriateness of these assumptions;

●   Evaluating management's historical forecasting accuracy and the
consistency of the going concern assessment with information obtained from
other areas of the audit, such as our audit procedures on the company's plans;

●     Testing the mechanical accuracy of the going concern analysis;

●     Confirming the existence and availability of financing for the
company's operations;

●  Performing independent sensitivity analysis on management's assumptions
including applying adverse cashflow sensitivities and evaluating the
appropriateness of mitigating actions available to management for example
deferring expenditure; and

●    Evaluating the disclosures on going concern.

 

Our observations

The Company is planning to complete an acquisition via reverse takeover (RTO)
within the next 12 months. However, as of the date of the financial
statements, the Company has not entered into an agreement to acquire a
company, but it does now have a fresh funding agreement as announced on 16
September 2025, and furthermore, has a series of further investment
fundraisers planned. There remains a possibility that the acquisition may not
occur. The directors intend to secure additional investment in the event the
RTO is successful. The company has raised £300,000 of additional working
capital post year end, to ensure that it has sufficient liquidity to remain
solvent and provide a comfortable level of cash headroom. The company also
expects to raise further working capital in February and July 2026; should
these not materialise, the current cash reserves will be depleted by July
2026.

Based on the work we have performed, we have identified material uncertainties
relating to events or conditions noted above 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. However,
because not all future events such as the RTO can be predicted, this statement
is not a guarantee as to the company's ability to continue as a going concern
after any significant events including but not limited to the acquisition.

Other information

The directors are responsible for the other information. The other information
comprises the information included in the annual report, other than the
financial statements and our auditor's report 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 there is a material
misstatement in the financial statements or a material misstatement of the
other information. 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 of the directors' remuneration disclosure within the directors'
remuneration report has been properly prepared in accordance with the
Companies Act 2006.

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

●    the information given in the strategic report and the directors'
report for the financial year for which the financial statements are prepared
is consistent with the financial statements; and

●    the strategic report and the directors' report have 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 strategic report or the directors' report.

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

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

●   the company financial statements and the part of the directors'
remuneration report to be audited are not in agreement with the accounting
records and returns; or

●   certain disclosures of directors' remuneration specified by law are
not made; or

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

Corporate governance statement

Our obligation is to review the directors' statement in relation to going
concern and viability of the company and review the Corporate Governance
Statement relating to the company's compliance with the provisions of the UK
Corporate Governance Code specified in The Listing Rules.

We have concluded, based on the work undertaken as part of our audit, that
each of the following elements of the Corporate Governance Statement is
materially consistent with the financial statements or our knowledge obtained
during the audit:

● Directors' statement with regards to the appropriateness of adopting the
going concern basis of accounting and any material uncertainties identified in
their statement;

●  Directors' explanation as to its assessment of the company's prospects,
the period this assessment covers and why the period is appropriate set out in
their statement;

●  Director's statement on whether it has a reasonable expectation that the
company will be able to continue in operation and meets its liabilities set
out in their statement;

●    Directors' statement on accountability, diversity and other matters
set out in their statement;

●   Board's confirmation that it has carried out a robust assessment of
the emerging and principal risks set out in their statement;

●  The section of the annual report that describes the review of
effectiveness of risk management and internal control systems set out in their
statement; and;

●    The section describing the work of the Audit and Risk Committee set
out in their statement.

 

Responsibilities of directors

As explained more fully in the directors' responsibilities statement set out
on page 6, 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 is 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.

Auditor's 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 an auditor's report 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 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:

In identifying and assessing risks of material misstatement in respect of
irregularities, including fraud and non-compliance with laws and regulations,
we considered the following:

●     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; and

●     Addressing the risks of fraud through management override of
controls by performing journal entry testing.

 

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

There are inherent limitations in the audit procedures described above and the
primary responsibility for the prevention and detection of irregularities
including fraud rests with management. As with any audit, there remains a risk
of non-detection of irregularities, as these may involve collusion, forgery,
intentional omissions, misrepresentations or the override of internal
controls.

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. This description forms part of our auditor's report.

Other matters which we are required to address

We were reappointed by the directors on 21 October 2025 to audit the financial
statements for the year ending 30 June 2025. Our total uninterrupted period of
engagement is 4 years, covering the period ending 30 June 2022 to 30 June
2025.

Independence

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 as applied to listed public interest
entities, and we have fulfilled our other ethical responsibilities in
accordance with these requirements.

The non-audit services prohibited by the FRC's Ethical Standard were not
provided to the company and we remain independent of the company in conducting
our audit.

We have provided no other non-audit services during the year ended 30 June
2025.

Use of the audit 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 an auditor's report and for no other purpose.
To the fullest extent permitted by law, we do not accept or assume
responsibility to anyone other than the company and the company's members as a
body for our audit work, for this report, or for the opinions we have formed.

 

Pankaj Rajani

(Senior Statutory Auditor)

For and on behalf of Macalvins Limited, Statutory Auditor

Bank House

7 St John's Road

Harrow

HA1 2EY

 

31 October 2025

 

 

STATEMENT OF PROFIT OR LOSS

 

                                                Notes  2025           2024

                                                       £              £

 Administrative expenses                               (215,963)      (355,921)

 Operating loss                                 4      (215,963)      (355,921)

 Finance costs                                  7      -              (1,409)

 Loss before taxation                                  (215,963)      (357,330)

 Income tax expense                             8      -              -

 Loss for the year                                     (215,963)      (357,330)

 Earnings per share (Pence)                     9
 Basic                                                 (0.05)         (0.09)
 Diluted                                               (0.05)         (0.09)

 Earnings per share from continuing operations
 Basic                                                 (0.05)         (0.09)
 Diluted                                               (0.05)         (0.09)

 

                                                             2024

                                              2025           £

 STATEMENT OF COMPREHENSIVE INCOME            £

 Loss for the year                            (215,963)      (357,330)

 Other comprehensive income:                  -              -

 Total comprehensive income for the year      (215,963)      (357,330)

STATEMENT OF FINANCIAL POSITION

 

                                   Notes  2025             2024

                                          £                £

 Current assets
 Trade and other receivables       10     608              8,998
 Current tax recoverable                  306              73,913
 Cash and cash equivalents                569,760          561,054
                                          570,063          643,965

 Current liabilities
 Trade and other payables          17     158,077          242,020
 Current tax liabilities                  -                75,321
 Borrowings                        12     982,325          681,000
                                          1,140,402        998,341

 Net current (liabilities)/assets         (570,339)        (354,376)

 Net (liabilities)/assets                 (570,339)        (354,376)

 Equity
 Called up share capital           19     66,798           66,798
 Share premium account             20     927,802          927,802
 Retained earnings                        (1,564,939)      (1,348,976)
 Total equity                             (570,339)        (354,376)

 

The financial statements were approved by the Board of Directors and
authorised for issue on 31 October 2025 and are signed on its behalf by:

 

 

L Filipovic

Director (Chairman & CEO)

 

Company registration number 13310485

STATEMENT OF CHANGES IN EQUITY

 

                                                   Share capital  Share premium account  Retained earnings  Total

                                                   £              £                      £                  £
 Balance at 1 July 2023                            66,798         927,802                (303,404)          691,196

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

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

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

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

 

STATEMENT OF CASH FLOWS

 

 

         2025      2024

 

                                                         Notes  £          £             £        £
 Cash flows from operating activities
 Cash absorbed by operations                             25                (73,619)               (303,187)

 Net cash outflow from operating activities                                (73,619)               (303,187)

 Financing activities
 Proceeds from loans from directors                             300,000                  500,000
 Payments of loans to directors                                 (217,675)                -
 Amount introduced by directors                                 -                        1,325

 Net cash generated in financing activities                                82,325                 501,325

 Net increase / (decrease) in cash and cash equivalents                    8,706                  198,138

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

 Cash and cash equivalents at end of year                                  569,760                561,054

NOTES TO THE FINANCIAL STATEMENTS

 

1    Accounting policies

 

Company information

GS Chain Plc is a public company limited by shares incorporated in England and
Wales. The registered office is 71-75 Shelton St, London WC2H 9JQ. The
Company's principal activities and nature of its operations are disclosed in
the directors' report.

 

1.1      Accounting convention

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

 

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

 

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

 

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

 

1.2      Going concern

The directors have at the time of approving the financial statements a
reasonable expectation that the company has adequate resources to continue in
operational existence for the foreseeable future; details of which are
included in Note 14. While the Company has negative net assets at 30 June
2025, the directors are confident that the existing financing will remain
available to the Company and that additional sources of finance will be
available. In the last two years audited accounts, the directors committed
that the director loans whilst repayable on demand are not to be repaid until
the Company is able to do so without impacting the Company's solvency and to,
alternatively, convert the director loans into equity. Thus, the directors
continue to adopt the going concern basis of accounting in preparing the
financial statements. Having secured fresh working capital funding post
balance sheet, the directors are confident that the short- and medium-term
solvency of the company is sound. Directors' loans will not be called in to
the detriment of the company.

 

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 2024

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

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

 

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

 

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

 

3    Critical accounting judgements and key sources of estimation
uncertainty

 

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

 

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

 

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

 

Critical judgements

Going concern basis

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

 

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

 

4   Operating loss

 

Operating loss for the year is stated after charging:

 

                                                                                 2025        2024
                                                                                 £           £

 Fees payable to the company's auditor for the audit of the company's financial  36,750      30,602
 statements

 

5   Employees

 

The average monthly number of persons (including directors) employed by the
company during the year was 3 (2024: 5).

 

Their aggregate remuneration comprised:

 

                        2025      2024
                        £         £

 Wages and salaries     -         24,000
 Social security costs  -         -

                        -         24,000

 

6   Directors' remuneration

 

                                       2025      2024
                                       £         £

 Remuneration for qualifying services  -         24,000

 

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

 

                                       2025      2024
                                       £         £

 Remuneration for qualifying services  -         24,000

 

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. The company
has not paid any remuneration, as none was due, to any directors in the year
ended 30 June 2025.

 

During the year, two directors Alan Austen and Sanjay Nath have left the
company, as disclosed in the Directors' Report.

 

7  Finance costs

 

                         2025      2024
                         £         £

 Other interest payable  -         1,409

 

8   Income tax expense

 

                                          2025      2024
                                          £         £
 Current tax
 Adjustments in respect of prior periods  -         73,913

 

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:

 

                                                                         2025                       2024
                                                                         £                          £

 Loss before taxation                                                    (215,963)                  (357,330)

 Expected tax credit based on a corporation tax rate of 25% (2024: 25%)     (53,991)                (95,333)
 Unrecognised deferred tax assets                                                53,991             95,333
 Adjustment in respect of prior years                                    -                          73,913

 Taxation charge for the year                                            -                          73,913

 

At the year end, there were cumulative unrecognised deferred tax assets of
£388,369 (2024: £334,378) in respect of unutilised tax losses. These have
not been recognised as a tax asset, 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.

 

9   Earnings per share

 

                                                                          2025                              2024
                                                                          Number                            Number
 Number of shares
 Weighted average number of ordinary shares for basic earnings per share  399,985,888                       399,985,888

                                                                                      2025                               2024
                                                                                     £                                £
 Earnings
 Continuing operations
 Loss for the period from continued operations                            (215,963)                         (357,330)

                                                                          2025                              2024
                                                                          Pence per share                   Pence per share
 Basic and diluted earnings per share
 From continuing operations                                               (0.05)                            (0.09)

 

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.

 

The Board considers that during both the years ended 30 June 2025 and year
ended 30 June 2024 the Company continued with its quest to analyse a list of
potential acquisition targets throughout the period.

 

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

 

 

10   Trade and other receivables

 

                     2025      2024
                     £         £

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

                     608       8,998

 

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

 

                           2025         2024
                           £            £
 Borrowings held at cost:
 Directors' loans          982,325      900,000

 

Loans comprise solely of amounts introduced by directors which are for working
capital requirements. The loan is interest free and repayable on demand. The
loan will not be recalled until such a time that there is sufficient funds
within the Company to enable repayment and for the business to remain a going
concern.

 

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.

 

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

                                                            953,520

 At 30 June 2025
 Trade payables excluding accrued expenses                  (1,669)
 Directors' current account                                 -
 Directors' fees payable                                    123,175
 Directors' loans                                           982,325
 Current tax liabilities                                    -

                                                            1,140,402

14   Liquidity and capital risk management

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

 

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

 

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

 

Liquidity risk is the risk that the Company will not be able to meet its
financial obligations as they fall due. In conjunction with the Company's
capital risk management policy, the Company ensures adequate liquidity is
obtained and available to meet these obligations. At 30 June 2025, the Company
had a cash balance of £569,794 to settle current liabilities of £1,140.402.
The Company has mitigated liquidity risk by securing £300,000 additional
investment post year end, for working capital as announced on 16 October 2025.
The director's loans, which stand at £982,325 at the year end, will not be
called in as a current liability, if the company cannot meet the liability.

 

15   Market risk

 

Market risk management

Interest rate risk

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

 

Currency risk

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

 

Price risk

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

 

Credit risk

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

 

16   Business risk

 

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

 

17   Trade and other payables

 

                            2025         2024
                            £            £

 Trade payables             (1,848)      72,699
 Accruals                   36,750       44,821
 Directors current account  -            1,325

 Accrued directors' fees    123,175      123,175

                            158,077      242,020

18   Share-based payment transactions

 

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

 

 

19   Share capital

 

                           2025         2024         2025    2024
                           Number       Number       £       £
 Ordinary share capital
 Issued and fully paid
 Ordinary of 0.0167p each  399,985,888  399,985,888  66,798  66,798

 

All Ordinary shares are allotted and fully paid.

 

 

20   Share premium account

 

                                       2025         2024
                                       £            £

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

21   Contingent liabilities

 

At 30 June 2025 the Company had no material contingent liabilities to report.

 

22   Events after the reporting date

 

As announced on the 16 October 2025, the company secured a fresh investment
into working capital of £300,000 from Citymeade Limited, using a convertible
investment note.

 

23   Related party transactions

 

Remuneration of key management personnel

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

 

Other transactions with related parties

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

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

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

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

●  Borrowings - loans made by directors to the Company

 

Of the above, directors' remuneration and accrued directors' fees are arm's
length transactions and conducted under normal commercial terms. The
directors' loans receivable and payable have no right of offset and are not at
arm's length or conducted under normal commercial terms; details of the terms
of these loans are disclosed in Notes 11 and 12.

 

 

24   Controlling party

 

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

 

25   Cash absorbed by operations

 

                                                  2025           2024
                                                  £              £

 Loss for the year before income tax              (215,963)      (357,330)

 Adjustments for:
 Finance costs                                    -              1,409

 Movements in working capital:
 Increase in trade and other receivables          1,325          (9,000)
 Increase/(decrease) in trade and other payables  141,019        85,734

 Cash absorbed by operations                      (73,619)       (303,187)

 

 

 

 

 

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