REG - GS Chain PLC - Interim Results - 31 December 2024
31/03/2025 07:15
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RNS Number : 7811C GS Chain PLC 31 March 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")
Interim Results - 31 December 2024
GS Chain Plc (LSE: GSC), is pleased to announce its unaudited interim results
for the six months period ended 31 December 2024. These results can also be
found on the Company's website.
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
A S Austin (resigned 24 January 2025) L Filipovic
S D A J Guerin
S Nath (resigned 4 March 2025) M J Wilson
Company secretary Bowsprit
Mercantile Services Ltd
Registered
number
13310485
Registered office
71-75 Shelton Street
London
United Kingdom
WC2H 9JQ
CONTENTS
Page
Directors' (#_TOC_250000) report (#_TOC_250000)
(#_TOC_250000) (#_TOC_250000) 1 (#_TOC_250000)
Unaudited condensed statement of profit or
loss
2
Unaudited condensed statement of comprehensive
income
3
Unaudited condensed statement of financial
position
4
Unaudited condensed statement of changes in
equity
5
Unaudited condensed statement of cash
flows
6
Notes to the condensed financial
statements
7 - 17
DIRECTORS' REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2024
The directors present their report and the financial statements for the period
ended 31 December 2024.
Directors
The directors who served during the period were:
A S Austin (resigned 24 January 2025) L Filipovic
S D A J Guerin
S Nath (resigned 4 March 2025) M J Wilson
Important events
The board remains committed to identifying a deal that will bring long term
value to investors and the Company continues with its efforts to identify
suitable targets for acquisition.
The Directors provided a cash injection during the period of £301,325 to
ensure sufficient cash reserves were available to the company.
The Directors have also assessed the principal risks and uncertainties and
have disclosed these in the notes included in this report.
As per Note 2.2, the Directors are of the opinion that the company had
adequate resources to continue in operational existence for the foreseeable
future.
The condensed interim report has not been audited.
Directors' responsibilities statement
The Directors are responsible for preparing the Interim Report in accordance
with the Disclosure and Transparency Rules of the United Kingdom's Financial
Conduct Authority ('DTR') and with International Accounting Standard 34 on
Interim Financial Reporting (IAS 34).
The Directors confirm that the interim financial statements have been prepared
in accordance with IAS 34 and that as required by DTR 4.2.7 and DTR 4.2.8, the
Interim Report includes a fair review of:
· important events that have occurred during the first
six months of the year;
· the impact of those events on the financial statements;
· a description of the principal risks and uncertainties
for the remaining six months of the financial year; and
· details of any related party transactions that have
materially affected the Company's financial position or performance in the six
months ended 31 December 2024.
This report was approved by the board and signed on its behalf.
L Filipovic
Director
Date: 26/3/2025 - 15:56 GMT
STATEMENT OF PROFIT OR LOSS
FOR THE PERIOD ENDED 31 DECEMBER 2024
Period ended Period ended
31 December 31 December
Note 2024 2023
£ £
Administrative expenses (169,150) (226,619)
Loss from operations (169,150) (226,619)
Loss for the period (169,150) (226,619)
Pence Pence
Earnings per share attributable to the ordinary equity holders of the parent
Profit or loss
Basic 7 (0.04) (0.06)
Diluted 7 (0.04) (0.06)
Profit or loss from continuing operations
Basic 7 (0.04) (0.06)
Diluted 7 (0.04) (0.06)
STATEMENT OF OTHER COMPREHENSIVE INCOME FOR THE PERIOD ENDED 31 DECEMBER 2024
Period ended Period ended
31 December 31 December
2024 2023
£ (169,150) £
Loss for the period (226,619)
Total comprehensive income (169,150) (226,619)
REGISTERED NUMBER: 13310485
STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2024
31 December 30 June
2024 2024
Note £ £
Assets
Current assets
Trade and other receivables 8 82,911 82,911
Cash and cash equivalents 17 529,798 561,054
Total assets 612,709 643,965
Liabilities
Current liabilities
Trade and other liabilities 9 153,910 317,341
Borrowings 10 982,325 681,000
Total liabilities 1,136,235 998,341
Net liabilities (523,526) (354,376)
Issued capital and reserves
Share capital 11 66,798 66,798
Share premium reserve 927,802 927,802
Retained earnings (1,518,126) (1,348,976)
TOTAL EQUITY (523,526) (354,376)
The financial statements on pages 2 to 17 were approved and authorised for
issue by the board of directors and were signed on its behalf by:
L Filipovic
Director
Date: 26/3/2025 - 15:56 GMT
STATEMENT OF CHANGES IN EQUITY FOR THE PERIOD ENDED 31 DECEMBER 2024
Share capital Share premium Retained earnings Total equity
£ £ £ £
At 1 July 2023 66,798 927,802 (991,646) 2,954
Loss for the period - - (226,619) (226,619)
Total comprehensive income for the period - - (226,619) (226,619)
At 31 December 2023 66,798 927,802 (1,218,265) (223,665)
At 1 July 2024 66,798 927,802 (1,348,976) (354,376)
Loss for the period - - (169,150) (169,150)
Total comprehensive income for the period - - (169,150) (169,150)
At 31 December 2024 66,798 927,802 (1,518,126) (523,526)
STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 31 DECEMBER 2024
Period ended Period ended
31 December 31 December
2024 2023
Note £ £
Cash flows from operating activities
Loss for the period (169,150) (226,619)
Adjustments for
(169,150) (226,619)
Movements in working capital:
Increase in trade and other receivables - (2,000)
(Decrease)/increase in trade and other payables (163,431) 99,362
Cash generated from operations (332,581) (129,257)
Net cash used in operating activities (332,581) (129,257)
Cash flows from financing activities
Proceeds from loans from directors 301,325 500,000
Net cash from financing activities 301,325 500,000
Net (decrease)/increase in cash and cash equivalents (31,256) 370,743
Cash and cash equivalents at the beginning of period 561,054 362,916
Cash and cash equivalents at the end of the period 17 529,798 733,659
NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2024
1. Reporting entity
GS Chain Plc is a public company limited by shares incorporated in England and
Wales. The registered office is 71-75 Shelton Street, London, United Kingdom,
WC2H 9JQ.
2. Accounting policies
2.1 Accounting convention
The unaudited interim condensed financial statements for the period ended 31
December 2024 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 2024.
The results for the period ended 31 December 2024 are unaudited.
The unaudited condensed interim financial statements for the period ended 31
December 2024 have adopted accounting policies consistent with those followed
in the preparation of the Company's annual financial statements for the year
ended 30 June 2024.
The unaudited condensed interim financial statements are prepared in sterling,
which is the functional. Monetary amounts in these financial statements are
rounded to the nearest £.
2.2 Going concern
The directors have at the time of approving the unaudited condensed interim
financial statements for the period ended 31 December 2024 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
12. While the Company has negative assets as of 31 December 2024, 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.
2.3 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.
NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2024
2. Accounting policies (continued)
2.4 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.
Derecognition 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.
2.5 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.
2.6 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.
NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2024
2. Accounting policies (continued)
2.7 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.
2.8 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.
2.9 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.
NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2024
2. Accounting policies (continued)
2.10 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.
3. Critical accounting judgements and key sources of estimation uncertainty
3.1 Critical judgements
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 accountingestimates 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.
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. Segment information
4.1 Operating segments
The Board considers that during both the period ended 31 December 2024 and
period ended 31 December 2023 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.
NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2024
5. Employees and Directors
The average number of employees during the period was 5.
Period ended 31 December Period ended 31 December
2024 2023
£ £
Remuneration for qualifying services - 24,000
- 24,000
6. Income tax expense
6.1 Income tax recognised in profit or loss
No liability to UK corporation tax arose for the period ended 31 December 2024
or the period ended 31 December 2023.
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 Period ended
31 December 31 December
2024 2023
£ £
Loss for the period (169,150) (226,619)
Loss before income taxes (169,150) (226,619)
Expected tax credit based on a corporation tax rate of 25% (2023:19%) (42,288) (43,058)
Unrecognised deferred tax assets 42,288 43,058
Taxation charge for the period - -
At the period end, there were cumulative unrecognised deferred tax assets of
£376,666 (2023: £231,471) 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.
NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2024
7. Earnings per share
(i) Basic earnings per share
2024 2023
Pence Pence
From continuing operations (0.04) (0.06)
(ii) Diluted earnings per share
2024 2023
Pence Pence
From continuing operations (0.04) (0.06)
(iii) Reconciliation of earnings used in calculating earnings per share
2024 2023
£ £
Loss attributable to the ordinary equity holders of the Company used in
calculating basic earnings per share:
From continuing operations (169,150) (226,619)
Loss from continuing operations attributable to the ordinary equity holders of
the Company:
Used in calculating basic earnings per share (169,150) (226,619)
(iv) Weighted average number of shares used as the denominator
2024 2023
Number Number
Weighted average number of ordinary shares used as the denominator in
calculating basic earnings per share
399,985,888 399,985,888
NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2024
8. Trade and other receivables
31
December 30 June
2024 2024
£ £
Prepayments 8,390 8,390
Tax recoverable 73,913 73,913
Other receivables 608 608
Total trade and other receivables 82,911 82,911
Total current portion (82,911) (82,911)
9. Trade and other payables
31
December 30 June
2024 2024
£ £
Trade payables 25,735 72,699
Directors' current account - 1,325
Accruals 5,000 44,821
Corporation tax payable - 75,321
Accrued directors fees 123,175 123,175
Total trade and other payables 153,910 317,341
Total current portion (153,910) (317,341)
NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2024
10. Loans and borrowings
31
December 30 June
2024 2024
£ £
Borrowings held at cost:
Directors'
loans
982,325 681,000
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.
11. Share capital
31 31
December December 30 June 30 June
2024 2024 2024 2024
Number £ Number £
399,985,888 66,798 399,988,024 66,798
Issued and fully paid
Ordinary shares of £0.000167 each
At 1 July and 31 December
NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2024
12. Market risk
12.1 Credit risk
The Company does not currently have any receivables and therefore is not
exposed to credit risk.
12.2 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.
12.3 Price risks
The Company does not hold any equity securities and therefore is not exposed
to price risk.
12.4 Currency risk
The Company's financial instruments are currently all denominated in British
Pounds.
12.5 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.
Financing facilities
31
December 30 June
2024 2024
£ £
Trade payables and accrued expenses 30,735 117,520
Directors' current account - 1,325
Directors fees payable 123,175 123,175
Directors' loans 982,325 681,000
Current tax liabilities - 75,321
1,136,235 998,341
NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2024
12. Market risk (continued)
12.5 Liquidity risk (continued)
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. 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 2024, the
Company had a cash balance of £529,798 to settle current liabilities of
£1,136,235. The Company has mitigated liquidity risk by securing additional
funding from the directors during this reporting period of £301,325 which
cumulatively stands at £982,325 at 31 December 2024, this being included
within the total current liabilities balance of £1,136,235. 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. Excluding these loans,
current liabilities of £153,910, fall far below that of the cash available of
£529,798.
12.6 Fair value measurements
The directors consider that the carrying amounts of financial liabilities held
in the financial statements approximate to their fair values.
13. 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.
14. Share-based payment transactions
There have been no share-based payment schemes or share option compensation
since the Company was incorporated.
NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2024
15. 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 9 and 10.
16. 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.
17. Notes supporting statement of cash flows
31 31
December December
2024 2023
£ £
Cash at bank available on demand 529,798 733,659
Cash and cash equivalents in the statement of financial position 529,798 733,659
Cash and cash equivalents in the statement of cash flows 529,798 733,659
18. Contingent liabilities
As at 31 December 2024 the Company had no material contingent liabilities.
19. Capital management
The Company is not subject to any externally imposed capital requirements.
20. Events after the reporting date
There are no subsequent events since the reporting date to disclose.
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