REG - GS Chain PLC - Half-Year Results
28/03/2024 07:15
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RNS Number : 6112I GS Chain PLC 28 March 2024
28 March 2024
GS CHAIN PLC
("GS Chain" or the "Company")
Half-Year Results
GS Chain (LSE: GSC) is pleased to announce its Half-Year results for the 6
months Ended 31 December 2023. The full unaudited financial statements will be
uploaded to the Company website: https://gschain.world/
(https://gschain.world/) .
IMPORTANT EVENTS
The board remains committed to identifying a deal that will bring long term
value to investors. The Company has achieved another significant milestone,
as we are officially cross-trading on both the OTC Market in the US and the
Frankfurt Stock Exchange. The Company continues with its efforts to identify
suitable targets for acquisition.
The Directors also provided a cash injection during the period of £500,000 to
ensure sufficient cash reserves were available to the Company.
This announcement contains information which, prior to its disclosure,
constituted inside information as stipulated under Regulation 11 of the Market
Abuse (Amendment) (EU Exit) Regulations 2019/310 (as amended).
The directors of GS Chain plc accept responsibility for this announcement.
For further information please contact:
GS Chain plc
Alan Austin, CEO alan@gschain.world (mailto:alan@gschain.world)
+44 20 3989 2217
Leon Filipovic, Chairman leon@gschain.world (mailto:leon@gschain.world)
First Sentinel (Corporate Adviser)
Brian Stockbridge brian@first-sentinel.com (mailto:brian@first-sentinel.com)
+44 (0) 20 3855 5551
UNAUDITED CONDENSED STATEMENT OF PROFIT OR LOSS
FOR THE PERIOD ENDED 31 DECEMBER 2023
Notes Period ended Period ended
31 December 2023 31 December 2022
£ £
Administrative expenses (226,619) (681,879)
Operating loss (226,619) (681,879)
Income tax expense 4 - -
Loss for the period (226,619) (681,879)
Earnings per share 5
Basic (0.06) (0.17)
Diluted (0.06) (0.17)
Earnings per share from continuing operations
Basic (0.06) (0.17)
Diluted (0.06) (0.17)
UNAUDITED CONDENSED STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 31 DECEMBER 2023
Period ended Period ended
31 December 2023 31 December 2022
£ £
Loss for the period (226,619) (681,879)
Other comprehensive income:
- -
Total comprehensive income for the period (226,619) (681,879)
UNAUDITED CONDENSED STATEMENT OF FINANCIAL POSITION
FOR THE PERIOD ENDED 31 DECEMBER 2023
Notes 31 December 2023 30 June 2023
£ £
Current assets
Trade and other receivables 7 221,000 219,000
Cash and cash equivalents 733,659 362,916
954,659 581,916
Current liabilities
Trade and other payables 13 278,324 178,962
Borrowings 8 900,000 400,000
1,178,324 578,962
Net current (liabilities)/assets (223,665) 2,954
Net (liabilities)/assets (223,665) 2,954
Equity
Called up share capital 14 66,798 66,798
Share premium account 927,802 927,802
Retained earnings (1,218,265) (991,646)
Total equity (223,665) 2,954
The unaudited condensed interim financial statements were approved by the
Board of Directors and authorised for issue on 27 March 2024 and are signed on
its behalf by:
L Filipovic
Director
Company registration number 13310485
UNAUDITED CONDENSED STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2023
Share capital Share premium account Retained earnings Total
£ £ £ £
Balance at 1 July 2022 66,798 927,802 (303,404) 691,196
Period ended 31 December 2022
Loss and total comprehensive income for the period (681,879) (681,879)
Balance at 31 December 2022 66,798 927,802 (985,283) 9,317
Balance at 1 July 2023 66,798 927,802 (991,646) 2,954
Period ended 31 December 2023
Loss and total comprehensive income for the period (226,619) (226,619)
Balance at 31 December 2023 66,798 927,802 (1,218,265) (223,665)
UNAUDITED CONDENSED STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 31 DECEMBER 2023
Period ended 31 December 2023 Period ended 31 December 2022
Notes £ £ £ £
Cash flows from operating activities
Cash absorbed by operations 21 (129,257) (469,592)
Net cash outflow from operating activities (129,257) (469,592)
Financing activities
Proceeds from loans from directors 500,000 -
Payment of loan creditors - (219,070)
Amount introduced by directors - 18,980
Amount withdrawn by directors - (62,552)
Net cash used in financing activities 500,000 (262,642)
Net increase / (decrease) in cash and cash equivalents 370,743 (732,234)
Cash and cash equivalents at beginning of period 362,916 953,838
Cash and cash equivalents at end of period 733,659 221,604
NOTES TO THE CONDENSED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
1 Accounting policies
Company information
GS Chain Plc is a public company limited by shares incorporated in England and
Wales. The registered office is Ground Floor, 72 Charlotte Street, London, W1T
4QQ.
1.1 Accounting convention
The unaudited interim condensed financial statements for the period ended 31
December 2023 have been prepared in accordance with IAS 34 Interim Financial
Reporting. They do not include all the information required for a complete set
of IFRS financial statements. However, selected explanatory notes are included
to explain events and transactions that are significant to an understanding of
the changes in the Company's financial position and performance since the last
annual consolidated financial statements as at the year ended 30 June 2023.
The results for the period ended 31 December 2023 are unaudited.
The unaudited condensed interim financial statements for the period ended 31
December 2023 have adopted accounting policies consistent with those followed
in the preparation of the Company's annual financial statements for the year
ended 30 June 2023.
The unaudited condensed interim 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 £.
1.2 Going concern
The directors have at the time of approving the unaudited condensed interim
financial statements for the period ended 31 December 2023 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
10. While the Company has negative assets as of 31 December 2023, the
directors are confident that the existing financing will remain available to
the Company and that additional sources of finance will be available. The
directors committed that the director loans whilst repayable on demand are not
to be repaid until the Company is able to do so without impacting the
Company's solvency, and to, alternatively, convert the director loans into
equity. Thus, the directors continue to adopt the going concern basis of
accounting in preparing the financial statements.
1.3 Cash and cash equivalents
Cash represents cash in hand and deposits held on demand with fintech
specialised solutions. Cash equivalents are short-term, highly-liquid
investments with original maturities of three months or less (as at their date
of acquisition). Cash equivalents are readily convertible to known amounts of
cash and subject to an insignificant risk of change in that cash value.
In the presentation of the Statement of Cash flows, cash and cash equivalents
also include bank overdrafts. Any such overdrafts are shown within borrowings
under 'current liabilities' on the Statement of Financial Position.
1.4 Financial assets
Financial assets are recognised in the company's statement of financial
position when the company becomes party to the contractual provisions of the
instrument. Financial assets are classified into specified categories,
depending on the nature and purpose of the financial assets.
Financial assets held at cost
Financial instruments are classified as financial assets measured at cost
where the objective is to hold these assets in order to collect contractual
cash flows, and the contractual cash flows are solely payments 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.
NOTES TO THE CONDENSED FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
1 Accounting policies (continued)
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.
NOTES TO THE CONDENSED FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
1 Accounting policies (continued)
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.
NOTES TO THE CONDENSED FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
2 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.
3 Employees and Directors
The average number of employees during the period was 5.
Period ended 31 December 2023 Period ended 31 December 2022
£ £
Remuneration for qualifying services 24,000 110,976
4 Income tax expense
Analysis of UK tax expense
No liability to UK corporation tax arose for the period ended 31 December 2023
or the period ended 31 December 2022.
NOTES TO THE CONDENSED FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
4 Income tax expense (continued)
Factors affecting the tax expense
The charge for the Period can be reconciled to the loss per the statement of
profit or loss as follows:
Period ended 31 December 2023 Period ended 31 December 2022
£ £
Loss before taxation (226,619) (681,879)
Expected tax credit based on a corporation tax rate of 19% (2022: 19%) (43,058) (129,557)
Unrecognised deferred tax assets 43,058 129,557
Taxation charge for the period - -
At the period end, there were cumulative unrecognised deferred tax assets of
£231,471 (2022: £129,557) in respect of unutilised tax losses. These have
not been recognised as their recovery cannot be determined with reasonable
certainty.
Deferred tax assets in respect of carried forward losses are not recognised in
the financial statements.
5 Earnings per share
2023 2022
Number Number
Number of shares
Weighted average number of ordinary shares for basic earnings per share 399,985,888 399,985,888
2023 2022
£ £
Earnings
Continuing operations
Loss for the period from continued operations (226,619) (681,879)
2023 2022
Pence per share Pence per share
Basic and diluted earnings per share
From continuing operations (0.06) (0.17)
Basic earnings per share is calculated by dividing the earnings attributable
to ordinary shareholders by the weighted average number of ordinary shares
outstanding during the period.
Diluted earnings per share is calculated using the weighted average number of
shares adjusted to assume the conversion of all dilutive potential ordinary
shares.
NOTES TO THE CONDENSED FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
6 Operating segments
The Board considers that during both the period ended 31 December 2023 and
period ended 31 December 2022 the Company continued with its quest to analyse
a list of potential acquisition targets throughout the period.
The Company's focus is on acquisitions in the technology space; specifically
targeting companies that leverage state of the art technology in automotive,
fintech, real estate, banking, finance, telecommunications and blockchain
industries.
7 Trade and other receivables
31 December 2023 30 June 2023
£ £
Loans to directors 219,000 219,000
Prepayments 2,000 -
221,000 219,000
The directors consider that the carrying amounts of financial assets held in
the financial statements approximate to their fair values.
Loans comprise solely of amounts loaned to directors. The loan is interest
free and repayable on demand.
8 Borrowings
31 December 2023 30 June 2023
£ £
Borrowings held at cost:
Directors' loans 900,000 400,000
Loans comprise solely of amounts introduced by directors which are for working
capital requirements. The loan is interest free and repayable on demand. 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.
9 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.
NOTES TO THE CONDENSED FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
10 Liquidity risk
The following table details the remaining contractual maturity for the
company's financial liabilities. The contractual maturity is based on the
earliest date on which the company may be required to pay.
Less than 1 year
£
At 30 June 2023
Trade payables excluding accrued expenses 19,403
Directors fees payable 123,175
Directors' loans 400,000
542,578
At 31 December 2023
Trade payables excluding accrued expenses 99,221
Directors fees payable 148,501
Directors' loans 900,000
1,147,722
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
period.
The Company has adequate sources of capital to complete its business plan,
current obligations and ultimately the development of its business over the
long term, and will need to raise adequate capital by obtaining equity
financing and/or incurring debt.
Liquidity risk is the risk that the Company will not be able to meet its
financial obligations as they fall due. In conjunction with the Company's
capital risk management policy, the Company ensures adequate liquidity is
obtained and available to meet these obligations. As at 31 December 2023, the
Company had a cash balance of £733,659 to settle current liabilities of
£1,147,722. The Company has mitigated liquidity risk by securing additional
funding from the directors during this reporting period of £500,000 which
cumulatively stands at £900,000 at 31 December 2023, this being included
within the total current liabilities balance of £1,147,722. These director
loans whilst repayable on demand are not to be repaid until the Company is
able to do so without impacting the Company's solvency. If excluding these
loans, current liabilities of £247,722 fall far below that of the cash
available of £733,659.
NOTES TO THE CONDENSED FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
11 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.
12 Business risk
As the Company is in its very early stages, business risk mainly comprises
effective cash management to ensure liabilities are met as they fall due. The
Board mitigates the impact of this by periodically reviewing cash levels
against forecasts and implements strategies and actions to ensure sufficient
cash is available for the operation to continue as a going concern in order to
meet the Company's objectives.
13 Trade and other payables
31 December 2023 30 June 2023
£ £
Trade payables 99,221 19,403
Accruals 30,602 36,384
Accrued directors fees 148,501 123,175
278,324 178,962
14 Share capital
31 December 2023 30 June 31 December 2023 30 June
2023 2023
Number Number £ £
Ordinary share capital
Issued and fully paid
Ordinary of 0.0167p each 399,985,888 399,985,888 66,798 66,798
15 Contingent liabilities
As at 31 December 2023 the Company had no material contingent liabilities.
16 Capital risk management
The company is not subject to any externally imposed capital requirements.
NOTES TO THE CONDENSED FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
17 Share-based payment transactions
There have been no share-based payment schemes or share option compensation
since the Company was incorporated.
18 Events after the reporting date
There are no subsequent events since the reporting date to disclose.
19 Related party transactions
Transactions with related parties include directors' fees and loans which are
disclosed in the following notes:
· Employees and Directors - 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 7 and 8.
20 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.
21 Cash absorbed by operations
Period ended Period ended
31 December 2023 31 December 2022
£ £
Loss for the period before income tax (226,619) (681,879)
Movements in working capital:
Increase in trade and other receivables (2,000) -
Increase in trade and other payables 99,362 212,287
Cash absorbed by operations (129,257) (469,592)
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