Company registration number 13310485 (England and Wales)


GS CHAIN PLC

ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2024


GS CHAIN PLC

COMPANY INFORMATION

FOR THE YEAR ENDED 30 JUNE 2024


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Directors Leon Filipovic (Chairman)

Alan Austin (Chief Executive Officer) Sébastien Guerin (Chief Operation Officer) Sanjay Nath (Non-Executive Director)

Mark Wilson (Independent Non-Executive Director)


Secretary MC (Charlotte Street) Limited 72 Charlotte Street

London W1T 4QQ


Company Number 13310485


Registered Office Ground Floor

72 Charlotte Street London

W1T 4QQ


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


GS CHAIN PLC

CONTENTS

FOR THE YEAR ENDED 30 JUNE 2024


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Page

Strategic Report 1

CEO’s Statement 3

Financial Review 5

Board of Directors and Senior Management 6

Directors’ Report 8

Corporate Governance Report 11

Directors’ Remuneration Report 16

Audit and Risk Committee Report 18

Independent Auditor’s Report 19

Statement of Profit or Loss 28

Statement of Comprehensive Income 29

Statement of Financial Position 30

Statement of Changes in Equity 31

Statement of Cash Flows 32

Notes to the Financial Statements 33


The Directors present the Strategic Report for the year ended 30 June 2024.


Business Review

The principal activity of the Company is to create long term shareholder value through the acquisition of high quality companies with long-term compounding potential growth while aggressively managing performance.


The Company seeks to identify opportunities within the technology sector, specifically targeting companies that leverage state of the art technology in automotive, fintech, real estate, banking, finance, telecommunications and blockchain industries that would benefit its short- and-long-term strategies. Other industries may be considered where the Board believes such sectors present a suitable opportunity for the Company. While no such acquisitions or related costs were incurred during the year ended 30 June 2024, the Company remains committed to pursuing opportunities that will enhance long- term shareholder value.


Further information relating to the Company’s strategy, performance, business model and environment is included in the following sections of the annual report:


Principal risks and uncertainties

The principal risks and uncertainties the Company faces are Liquidity risk, Market risk and Business risk. Details relating to these and how they are mitigated are contained within notes 14 to 16 of the financial statements.


Key performance indicators

The Company’s intention is to measure its KPIs based on investment performance. Given the relative infancy of the Company it has not yet completed on any acquisition to date and so no such measure is yet available. Until then, the Company monitors its performance and position; details of which can be found in the Financial Review section of the annual report. Non-financial KPI’s such as employee matters on diversity can be viewed in the Corporate Governance Report where they are also discussed.


Statement of compliance with duty to promote success of the Company

The Board are aware of their duties under section 172 of the Companies Act 2006 to act in the way which they consider, in good faith, would be most likely to promote the success of the Company for the benefit of its members as a whole, and in doing to have regard (amongst other matters) to:


  1. the likely consequences of any decision in the long term;

  2. the interests of the Company's employees – presently only comprising the Board;

  3. the need to foster the Company's business relationships with suppliers and others;

  4. the impact of the Company's operations on the community and the environment;

  5. the desirability of the Company maintaining a reputation for high standards of business conduct; and

  6. the need to act fairly as between members of the Company.


In carrying out their duties, the directors seek effective engagement with key stakeholders, and recognise the importance of their interests to the long term commercial success of the Company. Details of how this is achieved can be viewed in the Corporate Governance Report and Directors’ Remuneration Report.


On behalf of the Board


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Alan Austin

Chief Executive Officer Date: 31 October 2024


Business strategy and objectives

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.


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 continue to guide us in capitalizing on strategic opportunities for sustained success.


Review of activities for the year ended 30 June 2024

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 2024, the Company remains committed to pursuing opportunities that will enhance long-term shareholder value. Our thorough and ongoing assessment process ensures that only those companies with significant potential for growth and alignment with our technological focus are considered for acquisition.


Post Year-End Activities:

On 2 September 2024, GS Chain Plc delisted its ordinary shares from the US OTCQB Market and transitioned to the OTC Pink Market. This change occurred as a result of the Company's strategic decision not to complete an acquisition within the allotted 18-month period following its listing on the OTCQB. The Board had anticipated this transition, and it reflects the natural progression of our operations as we continue to pursue acquisition opportunities that align with our long-term goals.


It is important to note that this change does not impact GS Chain Plc’s ongoing strategy, operational effectiveness, or future prospects. The Company’s shares continue to trade on the London Main Market, the Frankfurt Stock Exchange, and the US OTC Pink Market. Our focus remains on identifying and executing acquisitions within the technology sector, specifically targeting fintech, banking, finance, and blockchain industries.


The Board remains confident in the strength of GS Chain's strategy and our ability to deliver value to shareholders. Our ongoing due diligence and acquisition efforts continue unabated, and we view this transition as a routine development that has no adverse impact on the Company’s operational or financial outlook.


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


Alan Austin

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The composition of the Board remained stable and unchanged during the year ended 30 June 2024, ensuring continuity of leadership and the sustained execution of the Company’s strategic vision. The current Board continues to provide strong governance and direction, leveraging its collective expertise to drive the Company’s growth and long-term objectives.


Chief Executive Officer Date: 31 October 2024


Loss for the year

For the year the Company recorded a loss of £357,330 (2023: £688,242 loss). The biggest cost driver was £285,832 (2023: £395,300) in professional fees, £8,000 (2023: £16,000) in consultancy fees and

£57,745 (2023: £48,252) in accounting and audit fees.


Balance Sheet

The total amount of assets on the balance sheet as per the balance sheet date is £643,965 (2023:

£581,916) consisting in the majority of amounts owed by directors and the Company’s cash reserves.


The Company’s liabilities of £998,341 (2023: £578,962) consist in the majority of loans from directors, accrued expenses and directors’ fees, as well as accounts payable.


Cash flow

Cash used in operations totalled £303,187 (2023: £771,922).


Closing cash

At 30 June 2024, the Company held £561,054 (2023: £362,916) in the bank account.



Sébastien Guerin

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Chief Operating Officer Date: 31 October 2024


The present Board consists of Leon Filipovic (Chairman), Alan Austin (Chief Executive Officer), Stephen Guerin (Chief Operation Officer), Sanjay North (Non-Executive Director) and Mark Wilson (Independent Non-Executive Director). Details of the current Board are set out below.


Alan Austin

Chief Executive Office Appointed 9 September 2021


Alan Austin is Chief Executive Office of GS Chain PLC and a director of the Company’s board of directors. Alan has over 30 years of experience leading large operational business units across various industries, including consumer goods, healthcare and banking. As CEO, Alan has executive oversight of the Company’s global day-to-day operations and is responsible for delivering on the overall organisational strategy as set by the Board of Directors. Alan began his career in the telecommunications industry at AT&T (NYSE:T) in 1991. In 1996 he moved to The Coca-Cola Company (NYSE:KO) where he spent 13 years in various leadership roles and eventually became Director of Customer Operations and Business Development. Seeking to broaden his experience, Alan then moved to Alere / Optum Health / UHG (NYSE: UNH). As the Vice President of Global Operations & Strategic Initiatives, Alan was responsible for the leadership, development and implementation of Optum Health’s global operational initiatives in their Risk Assessment, Maternity and Disease Management programs. In 2016 Alan moved to Assurant (NYSE: AIZ) where as Vice President of Operations, he was responsible for the leadership and executive oversight of US & Global operations teams supporting US banks and their customers. He has a proven ability to combine vision, ingenuity, strong business acumen, with well-developed project management and people leadership qualities to drive business results. Alan holds a bachelor of Arts from Jacksonville University and a Masters of Project Management from Keller Graduate School of Business. Alan also holds a Fintech (Financial Technology) Certification from Wharton Business School and a Professional Business Development Certification from University of Strathclyde in Scotland.


Leon Filipovic

Chairman

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 according to the 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 in Marketing from l’École des sciences commerciales d’Angers (ESSCA) and a Brevet de technicien supérieur (BTS) in International Trade.


Sanjay Nath

Non-Executive Director Appointed 29 September 2021


Sanjay Nath is an entrepreneur with over 37 years of experience in business management. He started several companies, including retail and sports development companies. He also worked alongside David Sullivan (West Ham FC) and became the Chief Head Consultant for his network of retail, property and funds companies. Sanjay was the non-executive director of Golden Rock Global plc, a special purpose acquisition company listed on the London Stock Exchange.


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.


The Directors present their report with the financial statements of the Company for the year ended 30 June 2024.


The Company’s Ordinary Shares were originally admitted to listing on the London Stock Exchange, on the Official List pursuant to Chapters 14 of the Listing Rules, which sets out the requirements for Standard Listings, on 13 May 2022. On 11 April 2023 the Company commenced trading on the US OTCQB Market under the symbol GSCHF, which as of 2 September 2024 was transitioned to the OTC Pink Market, and on 30 May 2023 the Company commenced trading on the German Frankfurt Stock Exchange.


Principal Activities

The Company was established to make acquisitions and published its prospectus on 4 May 2022 for the admission of its ordinary shares to the Main Market of the London Stock Exchange on 13 May 2022 under the symbol of GSC.L. On 11 April 2023 the Company commenced trading on the US OTCQB Market under the symbol GSCHF, which as of 2 September 2024 was transitioned to the OTC Pink Market, and on 30 May 2023 commenced trading on the German Frankfurt Stock Exchange under the symbol K85.F.


The Company will leverage this expertise to create long term shareholder value as they seek to acquire high quality companies with long-term compounding potential growth while aggressively managing performance.


The Company seeks to identify opportunities within the technology sector, to conduct the necessary due diligence and subsequently complete acquisitions that would benefit its short- and-long-term strategies.


While the Board of Directors’ experience spans across a wide range of business sectors, the Board will focus its energy 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. 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 3 to 5.


Directors

The Directors of the Company during the year and their beneficial interest in the Ordinary shares of the Company at 30 June 2024 were as follows:


Director

Position

Appointed

Resigned

Ordinary Shares

Options

A Austin

CEO

09/07/2021

-

-

-

L Filipovic

Chairman

03/04/2021

-

113,205,988

-

S Guerin

COO

09/07/2021

-

113,200,000

-

S Nath

Director

29/09/2021

-

9,000,000

-

M Wilson

Director

27/09/2021

-

-

-


Substantial Shareholders

At both 30 June 2023 and 30 June 2024, 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 2024 (2023: £Nil).


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 £561,054 at 30 June 2024. In assessing the Company’s cashflow projections, the Directors have identified a cash shortfall which has been addressed by the provision of

£300,000 in Directors’ loans, furthermore during the year ended 30 June 2024 the Directors waived their entitlement to Directors’ fees for that year. Beyond 30 June 2024 it has been determined certain expenses – namely Directors’ fees – will be waived until an acquisition completes and this has been agreed at the Board level. The Directors have 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. On 30 October 2024 Leon Filipovic as lender confirmed to convert a portion of loans attributable to him to equity insofar as the amount converted does not exceed 30% of the total ownership of the company in aggregate. Until the time of conversion, the terms of the loans remain as stated. Additional sources of financing, where required, will be discussed at the Board level and raised through the issue of new shares or issue of debt where approved.


Energy and carbon reporting

The Company recognises it has a responsibility to the environment and endeavours to be as environmentally friendly as possible in its business activities. As the Company has consumed less than 40 MWh of energy in the UK, the low energy exemption has been applied. In assessing whether the threshold was met, the Company has considered all energy from gas, electricity, and transport usage as required by the UK Government’s Guidance on Streamlined Energy and Carbon Reporting.


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:


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


Effectiveness

For the year under review the Board comprised of the Chairman, the CEO, the COO and two Non- Executive Directors. Biographical details of the Board members are set out on pages 6 and 7.


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 Sanjay Nath and 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 concluded that for a company of its current scale, an internal process administered by the Board is most appropriate at this stage.


Company culture

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


Diversity and inclusion

The Company does not discriminate on the grounds of age, gender, nationality, ethnic or racial origin, non-job-related-disability, sexual orientation or marital status. The Company gives due consideration to all applications and provides training and the opportunity for career development wherever possible. The Board does not support discrimination of any form, positive or negative, and all appointments are based solely on merit.


Diversity strategy

Reporting table on sex / gender representation:

Number of Board members

Percentage of the

Board

Number of senior

positions on the Board

Number in executive

management

Percentage of executive management

Men 5 100% 5 5 100%


Reporting table on ethnicity representation:


Number of Board members

Percentage of the

Board

Number of senior

positions on the Board

Number in executive

management

Percentage of executive management

White British

1

20%

1

1

20%

Black / Caribbean /

1

20%

1

1

20%

Hispanic






White French

1

20%

1

1

20%

Indian British

1

20%

1

1

20%

Bosnian / Croatian

1

20%

1

1

20%


The Company is aware that certain diversity targets have not been met for the year ended 30 June 2024. 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.


As the Company only has 5 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/. 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.


The Remuneration Committee

During the year ended 30 June 2024, 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 Sanjay Nath, Sébastien Guerin and Mark Wilson. The Remuneration Committee is chaired by Mark Wilson.


Committee’s main responsibilities


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 2024 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 recommending the reappointment of Macalvins Limited as auditors to the Company at the next annual general meeting.


We have audited the financial statements of GS Chain Plc for the year ended 30 June 2024 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:


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.


Conclusions relating to going concern

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:


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, nor does it have a formal agreement for financing from investors in place. There remains a possibility that the acquisition may not occur. It is important to note that the directors intend to secure additional investment in the event the RTO is successful.

The directors' assessment includes the possibility that an acquisition may not occur within the next 12 months and have considered this in conjunction with their assessment of the working capital requirements for the basic operation of the company. As discussed in the directors' assessment and disclosed in the post-balance sheet events note, the directors have provided a further working capital loan to the company to ensure that it has sufficient liquidity to remain solvent beyond the next 12 months and provide a comfortable level of headroom.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions 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.

Key audit matters

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.


Key audit matter

Audit response to key matter

Findings

Fraud in revenue recognition

Presumed risk under ISA 240:

Incorrect treatment of income under IFRS.

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

  • Review of Company Bank Statements:

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

  • Examination of Board Minutes:

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

  • Review of RNS Filings:

  • The review of all RNS filings made since June 30, 2023, 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.

These procedures enabled to us to form an opinion

that the presumed risk of fraud in revenue recognition is

rebuttable under ISA 240.


Key audit matter

Audit response to key matter

Findings


Management override of controls

Presumed risk under ISA 240:

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

Based on our audit procedures

performed we have not identified any instances of management override of controls.


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 financial position arising from obligations to repay working

Based on the result of our audit procedures and verification of the

post balance sheet event of an additional

£300,000 in directors’ loan we have concluded the directors’ adoption of the going basis of

preparation.


capital loans and remuneration to the Directors, other operating losses


and cash position as at 30 June 2024.


We performed procedures to test and assess the significant


assumptions used in the working capital forecasts, including


performing sensitivity analysis as detailed in the going concern section


of the audit report.

Cash management

Risk of misappropriation or inappropriate management of cash.

We reviewed external 3rd party confirmations to gain comfort over the cash balances held and identify any undisclosed liabilities and reviewed the internal risk assessment to ensure that risks associated with holding large cash balance have been completely addressed.

Based on the results of our audit procedures the cash balances were not materially misstated. Given the current size of the company, and the limited number of directors, the current cash controls, although not formally documented are appropriate.

However, we have made a recommendation

to the board to consider enhancing formal documentation around cash controls as the company grows.


Key audit matter

Audit response to key matter

Findings

Accounting disclosures

Risk that IFRS and UK Corporate Governance Code are not compliant or omitted.

All disclosure adjustments or omissions assessed as material have been corrected by management.

We have concluded the financial statements are materially compliant with IFRS, the UK Corporate

Governance Code, the Listing Rules

and other relevant regulation.


We thoroughly reviewed the accounts' disclosures to ensure that all


required information was included utilising appropriate industry


standard IFRS disclosure checklist and the UK corporate


governance code checklist. The latter encompassed compliance


with Listing rules, Disclosure and Transparency Rules pertaining to


audit committees and corporate governance 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 on Audit Committees, the 2018 FRC guidance on


Board Effectiveness, and the FRC Minimum Standards for 2023


concerning Audit Committees and external audit.


Furthermore, we conducted a review of the LSE listing for company


to identify any essential information requiring disclosure.

Understatement of expenses and liabilities

Risk that expenses are understated, an incentive to understatement was identified during our risk assessment due to the company’s losses and net liability position.

All audit adjustments

identified have been corrected by management and therefore based results of our audit procedures the expenses

balances are not materially misstated.


The following audit procedures were performed and included,


among others:


- Audited a sample of operating expenses and supporting


documentation, vouching for the accuracy and classification of


the expenses.


- Performed analytical reviews of expenses with the prior year


and obtaining explanations in respect of unexpected


movements.


- Performed substantive audit procedures on creditors and


accruals and reviewed post year end bank statements/board


minutes and publicly available records for evidence of omitted


expenditure/undisclosed liabilities.


- We make enquiries of known service providers to ensure that


the liabilities recorded in the financial statements were not


omitted or understated.


We have furthermore obtained confirmation from relevant


individuals and entities confirming the company’s aggregate


transactions with then during the period under audit and the


company obligations at the year end.


Key audit matter

Audit response to key matter

Findings

Undisclosed related parties

Risk that transactions with related parties have not correctly disclosed or accounted for.

We identified adjustments in respect of directors’ fee accruals and expenses taken to the income statement which required allocation to the directors’ accounts.

Management have corrected all material adjustments and items in respect of disclosures.

Based results of our audit procedures the expenses balances are not materially misstated and compliant with

IAS24.


The following audit procedures were performed and included,


among others:


- Reviewed directors service agreements.


- Reviewed the company board minutes.


- 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.


Our application of materiality


Overall materiality

£22,000

Benchmark applied

5% of total loss for the year

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 achieving listings in Germany, the UK and USA.


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 £15,400, which represents 70% of overall materiality

Triviality threshold

We agreed with the directors that we would report to them misstatements identified during our audit above £1,100

as well as misstatements below that amount that, in our view, warranted reporting for qualitative reasons.

During the course of our audit, we reassessed initial materiality. Our assessment of final materiality from our original assessment at planning reflected the change in actual reported performance during the year.

Subsequent to this review the revised materiality was determined to £17,000, performance materiality

£11,900 and clearly trivial threshold

Our conclusion from the applying the revised materiality to our audit work would not require any revisions to our audit opinion, conclusions from our audit findings or warrant any additional audit procedures to be performed.


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:

These matters were discussed among the audit engagement team regarding how and where fraud might occur in the financial statements and any potential indicators of fraud.

As a result of these procedures, we considered the opportunities and incentives that may exist within the organisation for fraud. In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override.

We also obtained an understanding of the legal and regulatory frameworks that the company operates in, focusing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. The key laws and regulations we considered in this context included the UK Companies Act and local tax legislation.


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

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at: www.frc.org.uk. This description forms part of our auditor’s report.


Other matters which we are required to address

We were reappointed by the directors on 17 September 2024 to audit the financial statements for the year ending 30 June 2024. Our total uninterrupted period of engagement is 3 years, covering the period ending 30 June 2022 to 30 June 2024.

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 2024.


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.


image

Pankaj Rajani

(Senior Statutory Auditor)

For and on behalf of Macalvins Limited, Statutory Auditor Bank House

7 St John’s Road Harrow

HA1 2EY


31 October 2024



Notes

2024

£


2023

£

Administrative expenses


(355,921)


(688,242)

Operating loss

4

(355,921)


(688,242)

Finance costs

7

(1,409)


-

Loss before taxation


(357,330)


(688,242)

Income tax expense

8

-


-

Loss for the year


(357,330)


(688,242)

Earnings per share

Basic

9


(0.09)



(0.17)

Diluted


(0.09)


(0.17)

Earnings per share from continuing operations

Basic



(0.09)



(0.17)

Diluted


(0.09)


(0.17)



2024

£


2023

£

Loss for the year

(357,330)


(688,242)

Other comprehensive income:

Total comprehensive income for the year

- (357,330)


- (688,242)



Notes

2024

£


2023

£

Current assets





Trade and other receivables

11

8,998


219,000

Current tax recoverable

11

73,913


-

Cash and cash equivalents


561,054


362,916



643,965


581,916

Current liabilities





Trade and other payables

17

242,020


178,962

Current tax liabilities

17

75,321


-

Borrowings

12

681,000


400,000



998,341


578,962

Net current (liabilities)/assets


(354,376)


2,954

Net (liabilities)/assets


(354,376)


2,954

Equity





Called up share capital

19

66,798


66,798

Share premium account

20

927,802


927,802

Retained earnings


(1,348,976)


(991,646)

Total equity


(354,376)


2,954


The financial statements were approved by the Board of Directors and authorised for issue on 31 October 2024 and are signed on its behalf by:


image

L Filipovic

Director


Company registration number 13310485



Share capital

£

Share premium account

£

Retained earnings

£


Total

£

Balance at 1 July 2022

66,798

927,802

(303,404)

691,196

Year ended 30 June 2023:

Loss and total comprehensive income for the year




(688,242)


(688,242)

Balance at 30 June 2023

66,798

927,802

(991,646)

2,954

Year ended 30 June 2024:

Loss and total comprehensive income for the year




(357,330)


(431,243)

Balance at 30 June 2024

66,798

927,802

(1,348,976)

(428,289)



Cash flows from operating activities


Notes

2024

£ £


2023

£ £

Cash absorbed by operations

25

(303,187)


image


(771,922)


image

Net cash outflow from operating


(303,187)


(771,922)

activities





Financing activities





Proceeds from loans from directors


500,000


400,000

Payments of loans to directors


-


(219,000)

Amount introduced by directors


1,325


image


-


image

Net cash generated in financing activities


501,325


image


181,000


image

Net increase / (decrease) in cash


198,138


(590,922)

and cash equivalents





Cash and cash equivalents at


362,916


953,838

beginning of year



image



image

Cash and cash equivalents at end of


561,054


362,916

year



image



image

  1. Accounting policies Company information

    GS Chain Plc is a public company limited by shares incorporated in England and Wales. The registered office is Ground Floor, 72 Charlotte Street, London, W1T 4QQ. The Company's principal activities and nature of its operations are disclosed in the directors' report.

    1. 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.

    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 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; the latter point of which further details are disclosed in note 22. Thus, the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

    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.

    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.


      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.

    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.

    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.

    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.


      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.

    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.

    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.

    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.


    Further details can be found in the Directors' report under the section headed Going Concern.


  4. Operating loss

    Operating loss for the year is stated after charging:


    2024 2023

    £ £


    Fees payable to the company's auditor for the audit of the

    company's financial statements             30,602             26,700  


  5. Employees

    The average monthly number of persons (including directors) employed by the company during the year was 5 (2023: 5).

    Their aggregate remuneration comprised:

    2024 2023

    £ £


    Wages and salaries - 216,000

    Social security costs - 2,900


    image image

                         218,900  


  6. Directors’ remuneration


    2024 2023

    £ £


    Remuneration for qualifying services                             216,000  


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

    2024 2023

    £ £


    Remuneration for qualifying services                                 48,000  


    Since the Company was registered as a public company on 28 July 2021 four of the directors receive a monthly fee of £4,000 and one director receives a monthly fee of £2,000 under the terms of their respective service agreements for their services to the Company. From 1 July 2023 the directors have agreed to waive payment of future fees until such a time that a reverse takeover or acquisition is completed.


  7. Finance costs


    2024 2023

    £ £


    Other interest payable              1,409                  -  

  8. Income tax expense Analysis of tax expense

    No liability to UK corporation tax arose on the ordinary activities of the Company for the year ended 30 June 2024 or year ended 30 June 2023.


    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:



    2024

    £


    2023

    £

    Loss before taxation

       (357,330)  


       (688,242)  

    Expected tax credit based on a corporation tax rate of 25% (2023: 19%)


    (89,333)



    (130,766)

    Unrecognised deferred tax assets

    89,333


    130,766

    Taxation charge for the year

               -  


                 -  


    At the year end, there were cumulative unrecognised deferred tax assets of £334,378 (2023: £188,413) in respect of unutilised tax losses. These have not been recognised as their recovery cannot be determined with reasonable certainty.


  9. Earnings per share


    Number of shares

    Weighted average number of ordinary shares for basic earnings


    2024 2023

    Number Number

    per share      399,985,888        399,985,888  


    2024 2023

    £ £

    Earnings

    Continuing operations

    Loss for the period from continued operations          (357,330)          (688,242)  



    2024

    2023

    Pence per

    Pence per

    share

    share

    Basic and diluted earnings per share



    From continuing operations

           (0.09)  

             (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.


  10. Operating segments

    The Board considers that during both the year ended 30 June 2024 and year ended 30 June 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.


  11. Trade and other receivables


    2024 2023

    £ £


    Loans to directors - 219,000

    Other receivables 608 -

    Prepayments 8,390 -



           8,998  


         219,000  

    Current tax recoverable

         73,913  


                 -  


    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.


  12. Borrowings



    2024

    2023

    £

    £

    Borrowings held at cost:



    Directors’ loans

    681,000

    400,000

    Loans comprise two loans introduced by Leon Filipovic, one of £400,000 granted on 14th March 2023, and the other of £500,000 on 23rd October 2023. The loans are interest free and repayable on demand. The loans will not be recalled until such a time that there are sufficient funds within the Company to enable repayment and for the business to remain a going concern. There has been, as disclosed in Note 23, an off set of £219,000 against this balance, reconciling to £681,000.


  13. 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.


  14. 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 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  


    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 2024, the Company had a cash balance of £561,054 to settle current liabilities of £953,520. The Company has mitigated liquidity risk by securing additional funding from the directors during this reporting period of £500,000 which cumulatively stands at £681,000 at 30 June 2024, this being included within the total current liabilities balance of

    £953,520. 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

    £272,520 fall far below that of the cash available of £561,054. To further mitigate liquidity risk, the Company has secured additional funding from the directors since the reporting date, details of which can be found in the note entitled Events after the reporting date.


  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 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.


  17. Trade and other payables



    2024

    £


    2023

    £

    Trade payables

    72,699


    19,403

    Accruals

    44,821


    36,384

    Directors’ current account

    1,325


    -

    Accrued directors fees

    123,175


    123,175


         242,020  


         178,962  

    Corporation tax payable

         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


    Ordinary share capital Issued and fully paid


    2024 2023 2024 2023

    Number Number £ £

    Ordinary of 0.0167p each    399,985,888    399,985,888          66,798          66,798  


    All Ordinary shares are allotted and fully paid.


  20. Share premium account


    2024 2023

    £ £


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


  21. Contingent liabilities

    At 30 June 2024 the Company had no material contingent liabilities.


  22. Events after the reporting date

    Since the reporting period end date, director loans have been issued to the Company totalling £300,000. These are interest free and repayable on demand. The loan will not be recalled until such a time that there are sufficient funds within the Company to enable repayment and for the business to remain a going concern.


    Further to the issuance of director loans, on 30 October 2024 Leon Filipovic as lender has confirmed to convert a portion of these loans to equity insofar as the amount converted does not exceed 30% of the total ownership of the company in aggregate. Until the time of conversion, the terms of the loans remain as disclosed above and in note 12.


    There are no other subsequent events since the reporting date to disclose.


  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:


    Of the above, directors’ remuneration and accrued directors’ fees are arm’s length transactions and conducted under normal commercial terms.


    Directors’ loans are not at arm’s length or conducted under normal commercial terms. During the year ended 30 June 2023, a loan was made from the company to Sebastien Guerin (Chief Operating Officer) amounting to £219,000. The Board has made the decision to transfer this loan in the year ended 30 June 2024. Hence, it will be transferred against the interest-free loans made to the company by Leon Filipovic (Chairman). Details of the terms of director 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



2024

£


2023

£

Loss for the year before income tax

(357,330)


(688,242)

Adjustments for:

Finance costs


1,409



-

Movements in working capital:

Increase in trade and other receivables


(8,998)



-

Increase/(decrease) in trade and other payables

61,732


(83,680)

Cash absorbed by operations

   (303,187)  


   (771,922)