REG - GS Chain PLC - Corporate Update
08/12/2025 16:45
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RNS Number : 7089K GS Chain PLC 08 December 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")
Corporate Update
GS Chain Plc wishes to provide shareholders with an update as it approaches
the end of 2025 and prepares for the year ahead. The Board has continued to
focus on progressing the Company's stated strategy and believes that 2026 has
the potential to be an important year for the business.
Refinancing and Strategic Focus
On 16 October 2025 the Company announced that it had entered into a
convertible investment agreement which provided £300,000 of new funding. This
refinancing has strengthened the Company's position and given it enhanced
credibility as it continues its work to identify and secure a suitable reverse
takeover target. The additional resources ensure that the Company remains
operationally ready to progress a transaction efficiently once the right
opportunity is selected.
The Board recognises that the Company has been engaged in its search for some
time. However a disciplined approach remains essential. The Board will only
proceed with a transaction that meets its quality threshold and offers the
right characteristics to deliver long term value for shareholders.
Corporate Positioning
The Company remains focused on its mandate to identify a business with long
term growth characteristics and the potential to deliver meaningful value
creation for shareholders.
Throughout the year the Company has continued to work actively with its
advisers as part of its efforts to source, filter and assess potential reverse
takeover candidates. This collaboration has supported the Company's ongoing
evaluation work and its preparations for a potential transaction. The Board
extends its thanks to the advisory teams for their continued efforts during
the year.
Pipeline and Opportunity Review
The Company continues to work closely with its advisers to assess a number of
potential opportunities across sectors aligned with its stated mandate.
Several discussions and preliminary reviews are ongoing. These remain at
varying stages of evaluation and the Company will update shareholders as soon
as there is material progress. The Board remains encouraged by the breadth and
quality of opportunities available and is committed to ensuring that
appropriate due diligence is completed before any decision is taken.
Board Strengthening, Governance and Control
As part of its preparations for a potential transaction the Company is taking
steps to strengthen its Board. It is interviewing strong well qualified
candidates who would bring the level of experience and standing required to
support the execution of a successful reverse takeover. The Board believes
that broadening the depth and capability of its governance framework will
position the Company more effectively for the next stage of its development.
In parallel the Company continues to maintain appropriate governance processes
and controls as it advances its strategic objectives. These include regular
engagement with advisers and a continued focus on ensuring that the Company
remains fully compliant with its corporate and regulatory obligations.
Financial Discipline
The Company continues to manage its resources carefully so that it is well
positioned to act when a suitable transaction is identified. This measured
approach enables the Company to progress its strategy while maintaining the
flexibility required to complete a reverse takeover on appropriate terms.
Market Environment
The Board notes that the current market environment for growth stage and
technology led transactions remains constructive. While conditions have been
mixed in recent years there is renewed activity and interest across several
relevant sectors. This supports the Company's ongoing efforts to identify a
target that aligns with its strategy and has the potential to deliver
sustainable value creation.
AGM Preparations
The Company is making preparations for its forthcoming annual general meeting
and looks forward to engaging with shareholders. The Board welcomes the
opportunity to answer any questions shareholders may have and to provide
further commentary on the Company's progress. The AGM circular will be posted
shortly and the Company will provide further detail in due course.
Amendment to Audited Results
On 31 October 2025 the Company announced its annual results. It has been
brought to the Company's attention that the announcement contained some errors
and a corrected set of accounts is republished in full below.
- Ends -
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 Operation 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
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 5.
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.
Section 172(1) Statement
The Directors of GS Chain Plc ("the Company") are mindful of their duties
under Section 172 of the Companies Act 2006 to act in the way they consider,
in good faith, would most likely promote the success of the Company for the
benefit of its members as a whole, and in doing so have regard (amongst other
matters) to:
- the likely consequences of any decision in the long term;
- the interests of the Company's employees;
- the need to foster the Company's business relationships with
suppliers, customers and others;
- the impact of the Company's operations on the community and the
environment;
- the desirability of maintaining a reputation for high standards of
business conduct; and
- the need to act fairly as between members of the Company.
The Board recognises that its decisions can have a significant impact on
stakeholders and seeks to ensure that stakeholder views are considered as part
of Board discussions and decision-making.
How the Board Engages with Stakeholders
The Board identifies the Company's key stakeholders as its shareholders,
employees, customers, suppliers, regulators, and the wider communities in
which we operate. Engagement takes place through:
- Regular communications and discussion with:
- Key Shareholders
- Key Suppliers and Professionals
- By responding to and engaging with any approach or complaint from
key stakeholders (during the year ended 30/06/2025 no such complaints were
received from any stakeholders).
- The company has no employees apart from the directors.
Examples of Decisions in the Year ended 30 June 2025 reflecting s.172
Considerations
- Investment decision - After the year-end, the Board accepted fresh
investment of £300,000 into the company by way of convertible loan note,
which was announced via RNS on 16th October 2025. The Board approved this
investment after reviewing short- and medium-term liquidity in the company,
long-term value creation through the improvement of the company's ability to
procure and successfully execute a suitable RTO transaction within the
timeframes allowed and took key stakeholder feedback into consideration.
Long-Term Success and Culture
The Board believes that effective stakeholder engagement, a strong ethical
culture, and a long-term strategic approach are integral to promoting the
success of the Company. The Board regularly reviews key metrics and
stakeholder feedback to ensure decisions align with these objectives.
Approval
This Strategic Report was approved by the Board of Directors on 7 November
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, if necessary, 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 deadline.
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: 7 November 2025
FINANCIAL REVIEW
Loss for the year
For the year the Company recorded a loss of £ 217,613 (2024: £357,330 loss).
The biggest cost driver
is £171,373 in professional fees, and £ 44,542 in accounting and audit fees.
Balance Sheet
The total amount of assets on the balance sheet as per the balance sheet date
is £ 570,368 (2024: £643,965) consisting mainly of the Company's cash
reserves. The Company's liabilities of £1,142,357 (2024: £998,341) consist
in the majority of loans from directors at £981,000 and accrued directors'
fees brought forward and carried forward of £123,175.
Cash flow
Cash used in operations totalled £291,294 (2024: £303,187).
Closing cash
As of 30 June 2025, the Company held £569,760 (2024: £561,054) in the
company bank account.
Sebastien Guerin
Chief Operating Officer
Date: 7 November 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 Operational 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
100,000 -
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: 7 November 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 Attendance
meetings attended 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 page 8.
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 Percentage Number of Number in Percentage
Board of the senior executive of executive
members Board positions on the Board management management
Men
3 100%
3
3 100%
Reporting table on ethnicity representation:
Number of Percentage Number of Number in Percentage
Board of the senior executive of executive
members Board positions on the Board management 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 the key matter Findings
Fraud in revenue recognition Presumed risk under ISA 240: These procedures
enabled to us to
Incorrect treatment of income under IFRS. form an opinion that the presumed
risk of fraud in
We performed relevant audit procedures and specific tests to evaluate if revenue
income had been omitted from the financial statements for the current year.
Our procedures included the following: recognition is
rebuttable under
- Review of Company Bank Statements: ISA 240.
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
financial position arising from obligations to repay working capital loans and
remuneration to the Directors, other operating losses and cash position as at result of our audit
30 June 2025.
procedures and
verification of the post balance sheet
We performed procedures to test and assess the significant assumptions
used in the working capital forecasts, including performing sensitivity event, we have
analysis as detailed in the going concern section of the audit report.
noted our
assessment of
going concern below in our audit report.
Cash management Risk of misappropriation or inappropriate management of cash. Based on the
results of our audit
We reviewed external 3rd party confirmations to gain comfort over the cash procedures the
balances held and identify any undisclosed liabilities and reviewed the
internal risk assessment to ensure that risks associated with holding large cash balances
cash balance have been completely addressed.
were not materially
misstated. Given the size of the company, and the number of directors, the
current cash controls, although not formally documented are appropriate. We
have made a recommendation to consider enhancing formal documentation around
cash controls as the company grows.
Accounting disclosures Risk that IFRS and UK Corporate Governance Code are not compliant or omitted. All disclosure
adjustments or omissions
We thoroughly reviewed the accounts' disclosures to ensure that all required assessed as
information was included utilising appropriate industry standard IFRS
disclosure checklist and the UK corporate governance code material have
checklist. The latter encompassed compliance with Listing rules, Disclosure
and Transparency Rules pertaining to audit committees and corporate governance been corrected by
statements, the 2018 version of the UK Corporate Governance Code issued by the
FRC, FRC Guidance on Risk Management/Internal Controls, the 2016 FRC guidance management.
on Audit Committees, the 2018 FRC guidance on Board Effectiveness, and the FRC
Minimum Standards for 2023 We have
concerning Audit Committees and external audit. concluded the
financial
Furthermore, we conducted a review of the LSE listing for company to identify statements are
any essential information requiring disclosure.
materially
compliant with
IFRS, the UK
Corporate
Governance Code, the Listing Rules and other relevant regulation.
Understatement of expenses and liabilities Risk that expenses are understated, an incentive to understatement was Adjustments were
identified during our risk assessment due to the company's losses and net
liability position. identified in
The following audit procedures were performed and included, among others: respect of cost incorrectly
recorded as expenses which should have been
- Audited a sample of operating expenses and supporting included within the
documentation, vouching for the accuracy and classification of the expenses. directors' current
account.
- Performed analytical reviews of expenses with the prior year and obtaining
explanations in respect of unexpected
These have been corrected by
movements.
management and
therefore based
- Performed substantive audit procedures on creditors and
results of our audit
accruals and reviewed post year end bank statements/board minutes and publicly
available records for evidence of omitted expenditure/undisclosed liabilities. procedures the
expenses
- We make enquiries of known service providers to ensure that the liabilities balances are not
recorded in the financial statements were not omitted or understated.
materially
misstated.
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.
Undisclosed related parties Risk that transactions were related parties have not correctly disclosed or We identified adjustments in respect of directors' fee accruals and expenses
account for. taken to the income statement which required allocation to the directors'
accounts.
The following audit procedures were performed and included among others:
Management have corrected all material adjustments and items in respect of
disclosures.
- Reviewed directors service agreements.
- Reviewed the company board minutes. Based results of our audit procedures the expenses balances are not materially
misstated and compliant with IAS24.
- Reviewed the financial statements to ensure related party transactions are
disclosed in accordance with IAS 24 Related Parties.
- Obtained confirmations from the directors in respect of amounts due 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 £22,000
Benchmark applied 10% of total loss for the year £217,613
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 £7,700, which represents 35% 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.
Materiality 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 March 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 fundraises
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 March 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 (http://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
7 November 2025
STATEMENT OF PROFIT OR LOSS
FOR THE YEAR ENDED 30 JUNE 2025
Notes 2025 2024
£ £
Administrative expenses (217,613) (355,921)
Operating loss 4 (217,613) (355,921)
Finance costs 7 - (1,409)
Loss before taxation (217,613) (357,330)
Income tax expense 8 - -
Loss for the year (217,613) (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)
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2025
2025 2024
£ £
Loss for the year (217,613) (357,330)
Other comprehensive income: - -
Total comprehensive income for the year (217,613) (357,330)
STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2025
2025 2024
Notes £ £
Current assets
Trade and other receivables 10 608 8,998
Current tax recoverable - 73,913
Cash and cash equivalents 569,760 561,054
570,368 643,965
Current liabilities
Trade and other payables 17 161,536 242,020
Current tax liabilities (179) 75,321
Borrowings 12 981,000 681,000
1,142,357 998,341
Net current (liabilities)/assets (571,989) (354,376)
Net (liabilities)/assets (571,989) (354,376)
Equity
Called up share capital 19 66,798 66,798
Share premium account 20 927,802 927,802
Retained earnings (1,566,589) (1,348,976)
Total equity (571,989) (354,376)
The financial statements were approved by the Board of Directors and
authorised for issued on 7 November 2025 and are signed on its behalf by:
L Filipovic
Director (Chairman & CEO)
Company registration number: 13310485
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2025
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) (357,330)
Balance at 30 June 2024 66,798 927,802 (1,348,976) (354,376)
Balance at 1 July 2025 66,798 927,802 (1,348,976) (354,376)
Year ended 30 June 2025
Loss and total comprehensive income for the year (217,613) (217,613)
Balance at 30 June 2025 66,798 927,802 (1,566,589) (571,989)
STATEMENT OF CASHFLOWS
FOR THE YEAR ENDED 30 JUNE 2025
Cash flows from operating activities Notes 2025 2024
£ £ £ £
Cash absorbed by operations 25 (291,473) (303,187)
Income tax (paid) / refunded 179 -
Net cash outflow from operating activities (291,294) (303,187)
Financing activities
Proceeds from loans from directors 300,000 500,000
Payments of loans to directors - -
Amount introduced by directors - 1,325
Net cash generated in financing activities 300,000 501,325
Net increase / (decrease) in cash and cash equivalents 8,706 198,138
Cash and cash equivalents at 561,054 362,916
beginning of year
Cash and cash equivalents at end of year 569,760 561,054
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
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 statements (excluding
VAT)
32,744 30,602
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
- -
Social security
costs
- -
6. Director's remuneration
2025 2024
£ £
Remuneration for qualifying
services
- -
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
- -
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
305 1,409
8. Income tax expense
2025 2024
£ £
Current tax
Adjustments in respect of prior 73,913
periods
-
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 (217,613) (357,330)
Expected tax credit based on a corporation tax rate of 25% (2024:
25%) (54,403) (95,333)
Unrecognised deferred tax assets 54,403 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
£388,781 (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 (217,613) (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
981,325 900,000
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 286
Directors' current account -
Directors' fees payable 123,175
Directors' loans 981,000
Current tax liabilities (179)
1,104,282
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 £569,760 to settle current liabilities of £1,142,357.
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 £981,000 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 286 72,699
Accruals 38,075 44,821
Directors current account - 1,325
Accrued directors' fees 123,175 123,175
161,536 242,020
Corporation tax payable (179) 75,321
18. Share-based payment transactions
There have been no share-based payment schemes or share option compensation
since the Company was incorporated.
19. Share capital
2025 Number 2024 Number 2025 2024
£ £
Ordinary share capital
Issued and fully paid
Ordinary of 0.0167p each 399,985,888 66,798 66,798
399,985,888
All Ordinary shares are allotted and fully paid.
20. Share premium account
2025 2025
£ £
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 (217,613) (357,330)
Adjustments for:
Finance costs 305 1,409
Movements in working capital:
Decrease/ (increase) in trade and other receivables 73,913 (9,000)
Decrease /(increase) in trade and other payables and borrowings (148,078) 85,734
Cash absorbed by operations (291,473) (303,187)
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