Unaudited Preliminary Results
Summary by AI BETAClose X
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")
Unaudited Preliminary Results for the Year ended 30 June 2026
GS Chain Plc, a UK company admitted to the Equity Shares (Shell Companies) category of the Official List of the Financial Conduct Authority (the “Official List”) and to the main market of the London Stock Exchange (“Main Market”), announces the unaudited preliminary results for the year ended 30 June 2026.
- Ends -
For further information please contact:
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GS Chain plc | |
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Sebastien Guerin, Director |
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Caution regarding forward looking statement:
Certain statements in this announcement, are, or may be deemed to be, forward looking statements. Forward looking statements are identified by their use of terms and phrases such as ''believe'', ''could'', "should" ''envisage'', ''estimate'', ''intend'', ''may'', ''plan'', ''potentially'', "expect", ''will'' or the negative of those, variations or comparable expressions, including references to assumptions. These forward-looking statements are not based on historical facts but rather on the Directors' current expectations and assumptions regarding the Company's future growth, results of operations, performance, future capital and other expenditures (including the amount, nature and sources of funding thereof), competitive advantages, business prospects and opportunities. Such forward-looking statements reflect the Directors' current beliefs and assumptions and are based on information currently available to the Directors.
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Directors |
P Carroll (appointed 9 February 2026) L Filipovic (resigned 24 April 2026) S D A J Guerin M J Wilson (resigned 22 May 2026) |
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Company secretary |
Bowsprit Mercantile Services Ltd |
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Registered number |
13310485 |
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Registered office |
71-75 Shelton Street London United Kingdom WC2H 9JQ |
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Auditor |
Parker Russell UK LLP Level 30, The Leadenhall Building, 122 Leadenhall Street, London, England, EC3V 4AB |
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Solicitor |
Troutman Pepper Locke UK LLP 201 Bishopsgate London EC2M 3A |
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Registrar |
Neville Registrars Limited Neville House, Steelpark Road Halesowen B62 8HD |
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Page |
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Strategic Report |
1 |
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CEO's Statement |
5 |
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Financial Review |
7 |
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Board of Directors and Senior Management |
8 |
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Directors' report |
9 |
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Corporate Governance Report |
12 |
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Directors' Remuneration Report |
17 |
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Audit and Risk Committee Report |
19 |
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Independent Auditor's Report |
21 |
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Statement of comprehensive income |
31 |
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Statement of financial position |
32 |
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Statement of changes in equity |
33 |
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Statement of cash flows |
34 |
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Notes to the financial statements |
35 |
STRATEGIC REPORT FOR THE YEAR ENDED 30 JUNE 2026
Introduction
This Strategic Report has been prepared in accordance with the Companies Act 2006 and the Quoted Companies Alliance corporate governance code. It sets out the strategy, business model, key performance indicators, principal risks, and outlook for GS Chain Plc ('the Company'), being a public limited company listed on the Main Market of the London Stock Exchange.
Business Overview and Model
GS Chain Plc was established as a listed investment vehicle focused on identifying a target business or asset within the technology, digital, fintech, blockchain and AI sectors. The Company aims to generate long-term shareholder value by leveraging its listed status to acquire businesses with sustainable growth potential.
The Company's business model is designed around three core principles:
• Identifying attractive acquisition opportunities in high-growth markets.
• Applying rigorous, effective and targeted due diligence and financial discipline in target evaluation.
• Creating post-acquisition value through value-add activities, active governance and strategic oversight.
After an acquisition is made, the role of the Board will be to empower and enable the senior management team of the acquired business, whilst monitoring and controlling progress and delivery.
Strategy and Objectives
The primary objective of GS Chain Plc is to complete a qualifying acquisition that enhances shareholder value and establishes a sustainable operational platform. In the absence of an immediate acquisition, the Board continues to focus on maintaining financial discipline and compliance with Main Market obligations.
Key strategic objectives include:
• Identifying and assessing acquisition targets with strong management and scalable business models together with the execution ability and access to necessary resources to deliver the growth required.
• Preserving capital and maintaining an efficient cost structure while in the pre-acquisition phase.
• Strengthening the Company's governance, reporting, and investor relations framework.
• Ensuring compliance with all regulatory and market requirements applicable to a Main Market-listed company.
Key Performance Indicators (KPIs)
Given the Company's pre-acquisition status, financial performance indicators remain limited.
The Board monitors key metrics including:
• Cash balance and cash runway- to ensure sufficient resources for ongoing operations.
• Administrative cost base - to maintain efficient stewardship of shareholder funds.
• Share price performance and liquidity- as an indicator of market confidence.
• Ability to raise funds effectively and in a timely manner for the cash resources of the Company.
• Progress towards identifying and engaging suitable acquisition targets.
Principal Risks and Uncertainties
The Board recognises that as a listed investment vehicle, the Company is exposed to certain inherent risks.
The principal risks and uncertainties include:
• Acquisition Risk: Inability to identify or complete a suitable acquisition within a reasonable timeframe.
• Market Risk: Volatility in equity markets impacting valuation and investor sentiment.
• Regulatory and Compliance Risk: Evolving corporate governance and disclosure obligations under FCA and LSE rules.
• Liquidity and Capital Management: Efficient utilisation of capital while maintaining operational flexibility.
• Reputation Risk: The impact of deal execution or market perception on investor confidence.
Financial Review
For the year under review, the Company maintained a prudent approach to financial management. Administrative expenses increased due to being involved an abortive RTO deal from £215,963 in year end 30 June 2025 to £431,631 this year ended 30 June 2026, representing an increase of 100% year on year.
Accordingly, the Company reported a net loss of £431,631 this year, up from £215,963 last year. This reflects the Board's active desire to be busily engaged in deliverable RTO transactions and continue to use the Company's resources wisely and effectively.
Cash and cash equivalents were sufficient to support ongoing acquisition search, RTO initial due diligence and corporate compliance activities. The Company intends to raise further funding through a £4m convertible loan note instrument. During the year, it has closed the previous convertible loan note facility with Citymeade Limited (see note 16). The Board also confirms that it has raised further convertible funding, conversion to be triggered on a successful RTO completion, of £145,387 from Generation Lead Inc. on 16 April 2026, and a further £80,000 on the 28 May 2026 from Board member Paul Carroll on the same basis.
In the post-year end period, the Board will also continue to look at ways to reduce and pay down historical liabilities, whether that be for previous director payables, or director loans. The Board continues to monitor expenditure closely for necessity and impact, and more effectively secure more funding options to support intended and purposeful acquisition activity.
There are more details of the Financial Review section provided by the COO, Sebastien Guerin, starting on page 7.
ESG and Corporate Responsibility
While the Company is currently in the pre-acquisition phase, the Board is still committed to upholding the highest standards of corporate governance and ethical conduct. Future acquisitions will be assessed not only on financial merit but also on their environmental, social, and governance (ESG) impact and credentials. The Company supports responsible, ethical and sustainable investment principles consistent with long-term value creation.
The are more ESG details available in the CEO's Statement on page 5.
Outlook
The near-term focus of the remains on not only identifying and executing a suitable acquisition, but improving our execution ability in this respect, and aligning agile funding strategies to support a suitable acquisition in due course. The Board continues to engage with capable and proven advisers and potential counterparties within the technology, fintech, digital innovation, blockchain and related Al sectors. Despite prevailing economic uncertainty, the directors are confident that the Company's listed structure, and disciplined approach will position it well to deliver value to shareholders over the medium term.
A new CEO, Paul Carroll joined the Board on 9 February 2026 with a view to accelerate suitable RTO activity. After many years of dedicated service, Leon Filipovic left the Board on 24 April 2026, and Paul Carroll took on the additional role of Chairman, in addition to being the CEO.
During the year, the CEO Paul Carroll did announce an RTO deal with GMM Acquistion Corporation to acquire three media and technology businesses. Non-binding heads of terms were signed and announced on 17 February 2026. Unfortunately, after the year-end the deal had to be terminated due to not being able to agree a final valuation and price with the vendors. This was announced to the market on 28 July 2026.
Section 172(1) Statement
The Directors of GS Chain Plc ("the Company") are mindful of their duties under Section 172 of the Companies Act 2006 to act in the way they consider, in good faith, would most likely promote the success of the Company for the benefit of its members as a whole, and in doing so have regard (amongst other matters) to:
• the likely consequences of any decision in the long term;
• the interests of the Company's employees;
• the need to foster the Company's business relationships with suppliers, customers and others;
• the impact of the Company's operations on the community and the environment;
• the desirability of maintaining a reputation for high standards of business conduct; and
• the need to act fairly as between members of the Company.
The Board recognises that its decisions can have a significant impact on stakeholders and seeks to ensure that stakeholder views are considered as part of Board discussions and decision-making.
How the Board Engages with Stakeholders
The Board identifies the Company's key stakeholders as its shareholders, employees, customers, suppliers, regulators, and the wider communities in which we operate. Engagement takes place through:
• Regular communications and discussion with:
• Key Shareholders
• Key Suppliers and Professionals
• By responding to and engaging with any approach or complaint from key stakeholders (during the year ended 30 June 2026, no such complaints were received from any stakeholders).
• The Company has no employees apart from the directors.
Examples of Decisions in the Year ended 30 June 2026 reflecting s.172 Considerations
• Investment decision - The Board closed the convertible investment into the Company by way of convertible loan note, originally announced on 16 October 2025, by issuing 48 million shares to Citymeade Limited. The Board approved and announced this debt-to-equity conversion on 4 March 2026.
Long-Term Success and Culture
The Board believes that effective stakeholder engagement, a strong ethical culture, and a long-term strategic approach are integral to promoting the success of the Company. The Board regularly reviews key metrics and stakeholder feedback to ensure decisions align with these objectives.
Approval
This Strategic Report was approved by the Board of Directors on 30 October 2026 and signed on its behalf by:
Sébastien Guerin
Chief Operating Officer
Date: 30 October 2026.
CEO’S STATEMENT
Business strategy and objective
The Company remains focused on identifying and acquiring businesses within the technology sector, particularly those utilising advanced technologies in fintech, banking, finance, and blockchain. Through ongoing due diligence and disciplined execution, we continue to seek acquisition targets that align with our growth strategy, ensuring both short-term impact and long-term sustainability.
While the Board of Directors draws from a diverse range of industry expertise, our efforts have been concentrated on technology-driven sectors. The Board remains open to considering other industries if they offer strong potential for value creation and complement the Company's objectives. The Company has made some changes to the Board of Directors in the interest of efficiency and in preparation for the addition of new Board members as we further develop and intensify our acquisition efforts. These are detailed in the Board of Directors section.
Building on the foundations established since our listing, GS Chain Plc is dedicated to creating enduring shareholder value by acquiring high-quality companies with strong growth potential. The experience and industry knowledge of the Board and its advisers as both evolve, will continue to guide us in capitalizing on strategic opportunities for sustained success.
Review of activities for the year ended 30 June 2026
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 2026, the Company remains committed to pursuing appropriate opportunities that will enhance long-term shareholder value. We are reviewing and looking to further improve our thorough assessment process ensuring that only those companies with significant potential for growth and alignment with our technological focus are considered for acquisition.
As announced on the 3 of September 2025, UKLR 13 requires a listed shell company to complete an initial acquisition transaction within 24 months from 30 July 2025, extendable, if necessary, by shareholder approval. To give effect to these provisions, companies are required to amend their constitutions to include the relevant timeframes. This aligns with the Company's strategic goal to complete an acquisition in advance of the 29 July 2027 deadline. Accordingly, the company adopted new, up to date Articles of Association at the AGM on 4 March 2026.
The Company's shares continue to trade on the London Main Market, our focus remains on identifying and executing acquisitions within the technology sector, specifically targeting fintech, banking, finance, and blockchain industries including Al additions.
Post Year-End Activities:
On 17 February 2026, the Company announced that it had entered into a non-binding, conditional, exclusive heads of terms for the proposed acquisition of GMM Acquisition Corp, Inc ("Initial Transaction"), which stated that GMM is in the process of acquiring Giraudy Holding SAS, MediaLine SAS and Source Digital, Inc. Immediately prior to the announcement of the proposed transaction, the Company’s shares were suspended from trading. Unfortunately, this RTO deal was terminated and announced to the market on the 28th July 2026, and the suspension on share trading was lifted on 3rd August 2026. See Note 20, Post balance sheet events.
Transparency and open communication remain a top priority, and we will continue to update our stakeholders on any further developments through the required channels.
Board of Directors
GS Chain Plc has changed the composition of the Board during the year to reflect the evolving needs of the Company. The Board now continues to provide strong governance and direction, leveraging its collective expertise to drive the Company's growth and long-term objectives.
Furthermore, the Company is looking to enhance its Board's effectiveness going forward and will look to make further suitable additions or changes as the Company continues to evolve into the 2026-2027 financial year.
Sébastien Guerin
Chief Operating Officer
Date: 30 October 2026.
FINANCIAL REVIEW FOR THE YEAR ENDED 30 JUNE 2026
Loss for the year
For the year the Company recorded a loss of £431,631 (2025: £217,613), which increased from last year due to being involved in active RTO, which did unfortunately fail as announced. The biggest cost driver is £199,443 of legal and professional fees.
Balance Sheet
The total amount of assets on the balance sheet as per the balance sheet date is £3,269 (2025: £570,368) consisting mainly of the Company's cash reserves. The Company's liabilities of £886,889 (2025: £1,142,357) consist in the majority of loans from directors at £411,240 and accrued directors' fees brought forward and carried forward of £103,175 During the year, Leon Filipovic’s Director’s loan brought forward of £981,000 was substantially reduced by setting off against the cash reserves bank balance at Breinrock Bank of £569,760, leaving a net Director’s loan due of £411,240. As disclosed in previous years, this loan has been agreed to be sub-ordinated in that it cannot be called in to the detriment of the solvency of the company.
New funding has been injected during the last quarter of the year, totalling £225,387 on a convertible loan basis, which will trigger on the successful completion of an RTO deal.
Cash flow
Cash used in operations totalled £342,118 (2025: £291,294).
Closing cash
As of 30 June 2026, the Company held £3,269 (2025: £569,794) in the Company bank account at Kroll.
Sébastien Guerin
Chief Operating Officer
Date: 30 October 2026.
BOARD OF DIRECTORS & SENIOR MANAGEMENT
The present Board consists of Paul Carroll (Chairman & Chief Executive Officer), and Sebastien Guerin (Chief Operation Officer).
GS Chain Plc accepted the resignations of Leo Filipovic’s as CEO on 23 April 2026, and Mark Wilson as independent director on 22 May 2026. We thank both of them for their dedication and wish them well with his new endeavours.
Upon Leon Filipovic’s departure from the Board on 24 April 2026, Paul Carroll was appointed as the Company’s Chairman, in addition to his role as CEO. Paul Carroll had originally joined the Board of the company on 9 February 2026 as director and CEO.
Details of the current Board are set out below.
Paul Carroll
Chairman & CEO
Appointed 24 April 2026 as Chairman, and 9 February 2026 as a director and CEO.
Paul Carroll (57) is an experienced C-suite professional holding multiple public market and private company Board roles. He is a specialist in transitioning suitable international private companies into public markets, typically by way of RTO. He is currently the Chairman and Director of Golden Rock Global Plc, another company listed on The London Stock Exchange.
Sébastien Guerin
Chief Operating Officer
Appointed 9 July 2021
Sebastien 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. Sebastien holds a Master's Degree in Marketing from l'Ecole des sciences commerciales d'Angers (ESSCA) and a Brevet de technicien supérieur (BTS) in International Trade.
DIRECTORS REPORT
The Directors present their report with the financial statements of the Company for the year ended 30 June 2026.
The Company's Ordinary Shares were originally admitted to listing on the London Stock Exchange, on the Official List pursuant to Chapters 14 of the Listing Rules, which sets out the requirements for Standard Listings, on 13 May 2022. Recent changes to the UK Listing Rules (UKLR) relating to listed shell companies, meant that UKLR 13 requires a listed shell company to complete an initial transaction within 24 months from 30 July 2025.
Principal Activities
The Company was established to make suitable acquisitions and published its prospectus to that effect on 4 May 2022 for the admission of its ordinary shares to the Main Market of the London Stock Exchange on 13 May 2022 under the symbol of GSC.
The Company will continue to enhance its capabilities and advisory team to leverage this expertise to create long term shareholder value as we seek to acquire high-quality companies with long-term compounding potential growth while actively managing performance.
The Company seeks to identify opportunities within the technology sector, to conduct the necessary due diligence and subsequently complete acquisitions that would benefit its short- and-long-term strategies.
While the Board of Directors' experience spans across a wide range of business sectors, the Board will focus on the technology space, specifically targeting companies that leverage state of the art technology in fintech, real estate, banking, finance, telecommunications, blockchain and Al. 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 5 to 7.
Directors
The Directors of the Company during the year and their beneficial interest in the Ordinary shares of the Company at 30 June 2026 were as follows:
|
Director |
Position |
Appointed |
Resigned |
Ordinary Shares |
Options |
|
P Carroll |
CEO |
9 Feb 2026 |
- |
- |
- |
|
L Filipovic |
Chairman & CEO |
3 Apr 2021 |
24 Apr 2026 |
53,205,988 |
- |
|
S Guerin |
COO |
9 Apr 2021 |
- |
53,,700,000 |
- |
|
M Wilson |
Director |
27 Sep 2021 |
22 May 2026 |
- |
- |
Substantial Shareholders
As at 30 June 2026, the total number of issued Ordinary Shares with voting rights in the Company was 447,985,888.
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 2026.
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 £3,269 as of 30 June 2026. During the year, the company secured £165,000 of cash investment from Citymeade Limited, £120,000 of which was later converted to 48 million shares. It has also secured a further £225,387 of similar fresh investment on a convertible loan basis, to be triggered on the outcome of a successful RTO. The company is continuing to seek strategic investment to solidify its financial position, and to better enable it to execute a suitable RTO acquisition.
Energy and carbon reporting
The Company recognises it has a responsibility to the environment and endeavours to be as environmentally friendly as possible in its business activities. As the Company has consumed less than 40 MWh of energy in the UK, the low energy exemption has been applied. In assessing whether the threshold was met, the Company has considered all energy from gas, electricity, and transport usage as required by the UK Government's Guidance on Streamlined Energy and Carbon Reporting.
Statement of Director's responsibilities
The directors are responsible for preparing the Report of the Directors and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with UK-adopted international accounting standards. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period. In preparing these financial statements, the directors are required to:
● select suitable accounting policies and then apply them consistently;
● make judgements and accounting estimates that are reasonable and prudent;
● prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company’s transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Statement as to Disclosure of Information to Auditors
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the Company’s auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the Company’s auditors are aware of that information.
Auditors
The previous auditors, MCA Audit Limited, are standing down after 4 years of service to the company. The new Auditors are Parker Russell UK LLP, and they have expressed their willingness to continue in office and a resolution to reappoint them will be proposed at the forthcoming Annual General Meeting.
The maintenance and integrity of the GS Chain Plc website is the responsibility of the Directors.
The CEO’s statement and Financial Review, all of which are incorporated into this report, include a true and fair view of the development and performance of the business and the position of the Company taken as a whole, together with a description of the principal risks and uncertainties that they face and provides information necessary for shareholders to assess the Company’s performance, business model and strategies.
The financial statements, prepared in accordance with the applicable set of accounting standards, give a true and fair view of the assets, liabilities, financial position and profit or loss of the issuer.
On behalf of the board
Sébastien Guerin
Chief Operating Officer
Date: 30 October 2026.
CORPORATE GOVERNANCE REPORT
Introduction
The Board is committed to good corporate governance and because it is a Company listed on the Standard Segment of the Official List of the UK Listing Authority, the Company is required to comply with the provisions of the Quoted Companies Alliance (QCA) corporate governance code. . The Company has complied with all the applicable requirements of the QCA Governance Code for the year ended 30 June 2026.
The Board sets out below its practices to ensure good corporate governance having due regard for the principles of the QCA governance Code to the extent appropriate for a company of this size and nature. The Board meets regularly and is responsible for formulating, reviewing and approving the Company’s strategy, budgets, performance, major capital expenditure and corporate actions. In addition, the Board assesses the principal and emerging risks impacting the Company and devises actions and strategies to mitigate these – details of such risks are included in the notes to the financial statements. Set out below are GS Chain Plc’s corporate governance practices for the year ended 30 June 2026 and, where applicable, its position for the current financial period.
Leadership
The Company is headed by an effective Board which is collectively responsible for the long-term success of the Company. The members of the Board are subject to annual re-election which occurs at the Annual General Meeting.
The role of the Board
The Board sets the Company’s strategy, ensuring that the necessary resources are in place to achieve the agreed strategic priorities, and reviews management and financial performance. It is accountable to shareholders for the creation and delivery of strong, sustainable financial performance and monitoring the Company’s affairs within a framework of controls which enable risk to be assessed and managed effectively. The Board also has responsibility for setting the Company’s core values and standards of business conduct and for ensuring that these, together with the Company’s obligations to its stakeholders, are widely understood throughout the Company. The Board has a formal schedule of matters reserved which is detailed later in this report.
Board Meetings
The core activities of the Board are carried out in scheduled meetings of the Board and its Committees. These meetings are timed to link to key events in the Company’s corporate calendar and regular reviews of the business are conducted. Additional meetings and conference calls are arranged to consider matters, which require decisions outside the scheduled meetings.
There were 2 Board meetings held during the year (2025: 2). Director attendance was as follows:
|
|
Number of meetings attended |
Attendance percentage |
|
P Carroll |
2 |
100% |
|
L Filipovic |
2 |
100% |
|
S Guerin |
2 |
100% |
|
M Wilson |
2 |
100% |
|
|
|
|
Outside the scheduled meetings of the Board, the Directors maintain frequent contact with each other to discuss any issues of concern they may have relating to the Company or their areas of responsibility, and to keep them fully briefed on the Company’s operations.
Matters reserved specifically for the Board
The Board has a formal schedule of matters reserved that can only be decided by the Board. The key matters reserved are the consideration and approval of:
• The Company’s overall strategy;
• Financial statements and dividend policy;
• Management structure including succession planning, appointments and remuneration;
• Material acquisitions and disposals, material contracts, major capital expenditure projects and budgets;
• Capital structure, debt and equity financing and other matters;
• Risk management and internal controls;
• The Company’s corporate governance and compliance arrangements;
• Corporate policies.
Executive Directors
The executive Directors comprise the Chairman, Chief Executive Officer and Chief Operating Officer.
The Chairman's is responsible for the effective operation of the Board and ensuring it is well balanced to deliver the Company’s strategic objectives. They ensure that the Board constructively plays a part in the development of the Company’s strategy and that effective engagement between the Board and all stakeholders is upheld.
The Chief Executive Officer provides clear and visible leadership across the Company. They inform the Chairman and the Board of strategic and operational issues facing the Company, executes the Company’s strategy and implements decisions of the Board and its Committees. Additionally, the CEO ensures the Company’s corporate culture is set from the top and leads investor relations activities.
The Chief Operating Officer’s role is to support the CEO to drive synergies between the various parts of the business. They lead the Company’s review of operations and develop recommendations to improve operational and financial performance. The COO oversees operations and financial performance in line with agreed budgets.
Non-executive Directors
The non-executive Directors bring a broad range of business and commercial experience to the Company and have a particular responsibility to challenge independently and constructively the performance of the Executive management and to monitor the performance of the management team in the delivery of the agreed objectives and targets.
Company Secretary
The company secretary is the secretary to the Board and its Committees. They ensure compliance with Board procedures and advise the Board on regulatory and governance matters. They additionally oversee the Company’s governance framework and programme, fostering the right culture and values throughout the Company.
Delegations of authority
Other governance matters
All of the Directors are aware that independent professional advice is available to each Director in order to properly discharge their duties. In addition, each Director and Board committee has access to the advice of the Company Secretary.
Effectiveness
For the year under review the Board comprised of the Chairman, the CEO, the COO and one Non-Executive Director. Biographical details of the Board members are set out on pages 4 and 5.
The Directors are of the view that the Board consists of Directors with an appropriate balance of skills, experience, independence and diverse backgrounds to enable them to discharge their duties and responsibilities effectively.
Independence
The Non-Executive Directors bring a broad range of business and commercial experience to the Company. The Board considers Mark Wilson to be independent in character and judgement.
Appointments
The Remuneration Committee is responsible for reviewing the structure, size and composition of the Board and making recommendations to the Board with regards to any required changes.
Commitments
All Directors have disclosed any significant commitments to the Board and confirmed that they have sufficient time to discharge their duties.
Induction
All new Directors receive an induction as soon as practical on joining the Board.
Conflict of Interest
A Director has a duty to avoid a situation in which he or she has, or can have, a direct or indirect interest that conflicts, or possibly may conflict with the interests of the Company. The Board has satisfied itself that there is no compromise to the independence of those Directors who have appointments on the Boards of, or relationships with, companies outside the Company. The Board requires Directors to declare all appointments and other situations which could result in a possible conflict of interest.
Board performance and evaluation
GS Chain Plc has a policy of appraising Board performance annually. GS Chain Plc has re-affirmed that for a company of its current scale, an internal process administered by the Board is most appropriate at this stage.
Company culture
Company culture is discussed and monitored at Board level. As the Company is in its early stages, no events have required monitoring or actions needed to be taken in respect of the culture fostered by the Company in the year.
Diversity and inclusion
The Company does not discriminate on the grounds of age, gender, nationality, ethnic or racial origin, non-job-related-disability, sexual orientation or marital status. The Company gives due consideration to all applications and provides training and the opportunity for career development wherever possible. The Board does not support discrimination of any form, positive or negative, and all appointments are based solely on merit.
Diversity strategy
Reporting table on sex / gender representation:
|
|
Number of Board members |
Percentage of the Board |
Number of senior positions on the Board |
Number in executive management |
Percentage of executive management |
|
Men |
2 |
100% |
3 |
3 |
100% |
Reporting table on ethnicity representation:
|
|
Number of Board members |
Percentage of the Board |
Number of senior positions on the Board |
Number in executive management |
Percentage of executive management |
|
White British |
1 |
50.00% |
1 |
1 |
50.00% |
|
White French |
1 |
50.00 |
1 |
1 |
50.00% |
|
|
|
|
|
|
|
The Company is aware that certain diversity targets have not been met for the year ended 30 June 2026. As the Company is at a very early stage it is focussed on appointing Board members with the best expertise to achieve its short-term objectives being strategic acquisitions. Once this has been achieved, the Board will implement a strategy to achieve the required targets on gender and ethnicity. Having said that, the Company will look to add additional Board members in the 2025-2026 financial year, and will look to broaden its diversity, subject to the above.
As the Company only has 2 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.
DIRECTORS' REMUNERATION REPORT
The Remuneration Committee
During the year ended 30 June 2026, the full Board of the Company met to consider matters relating to remuneration and performed the duties as set out in the report. The members of the Remuneration Committee are Sébastien Guerin and Mark Wilson. Until his resignation on 22 May 20926, the Remuneration Committee was chaired by Mark Wilson.
Committee's main responsibilities
• The Remuneration Committee considers the remuneration policy, employment terms and remuneration of the Directors and reviews the remuneration of senior management;
• The Remuneration Committee’s role is advisory in nature, and it makes recommendations to the Board on the overall remuneration packages for Directors and senior management in order to attract, retain and motivate high-quality executives capable of achieving the Company’s objectives;
• The Remuneration Committee also reviews proposals for any share option plans and other incentive plans, makes recommendations for the grant of awards under such plans as well as approving the terms of any performance-related pay schemes.
Committee advisors
The Company consults with the Company’s major investors and investor representative companies as appropriate. No Director takes part in any decision directly affecting their own remuneration. No remuneration advisors were retained by the Remuneration Committee during the year.
Statement of GS Chain Plc’s policy on Director’s remuneration
The Company’s policy is to maintain levels of remuneration so as to attract, motivate, and retain Directors and senior executives of the highest calibre who can contribute their experience to deliver industry leading performance with the Company’s operations. The remuneration package for Directors comprises base fees and is planned to implement share incentive arrangements. Each executive director is entitled to participate in a bonus scheme.
Service Arrangements and Letters of Appointment
All of the service contracts with Directors are on an evergreen basis, subject to termination provisions. The appointment of Directors is subject to termination upon six months' notice.
The directors who held office at 30 June 2026 and had beneficial interests in the Ordinary Shares of the Company are disclosed on pages 6 and 7 of the financial statements.
Terms of appointment
The services of the Directors, provided under the terms of agreements with the Company, either direct with the director or with an intermediary company which undertakes to provide the services of the director, are dated as follows:
|
Director |
Year of appointment |
Years completed |
Date of current engagement letter |
|
P Carroll |
2026 |
- |
9 Feb 2026 |
|
S Guerin |
2021 |
5 |
1 Aug 2021 |
Consideration of shareholder views
The Remuneration Committee will consider shareholder feedback received and guidance from shareholder bodies. This feedback, plus any additional feedback received from time to time, is considered as part of the Company’s annual policy on remuneration.
Policy for new appointments
Base salary levels will take into account market data for the relevant role, internal relativities, their individual’s experience and their current base salary. Where an individual is recruited at below market norms, they may be re-aligned over time (e.g. two to three years), subject to performance in the role. Benefits will generally be in accordance with the approved policy.
For external and internal appointments, the Committee may agree that the Company will meet certain relocation and/or incidental expenses as appropriate.
Directors’ emoluments and compensation
Set out below are the emoluments of the Directors for the year ended 30 June 2026 (GBP):
|
Director |
Director fees (£) |
|
P Carroll (appointed 9 Feb 2026) |
£50,000 |
|
L Filipovic (resigned 24 Apr 2026) |
£nil |
|
S Guerin |
£nil |
|
M Wilson (resigned 22 May 2026) |
£nil |
There were accruals of £123,175 brought forward from previous years into the year ended 30 June 2025 in respect of cumulative outstanding fees for director services. The accruals carried forward of £103,175 are sub-ordinated. From 27 June 2023 the payment of directors’ fees was deferred and then stopped from the beginning of the year ended 30 June 2024. There was only £40,000 paid to Paul Carroll in the year. No other directors’ fees were paid or payable in the current year 30 June 2026.
None of the remuneration paid was subject to performance conditions.
Other matters
The Company does not have a bonus scheme in place for executives.
The Company does not have any pension plans for any of the Directors and does not pay pension amounts in relation to their remuneration. The Company has not paid out any excess retirement benefits to any Directors or past Directors. The Company has not paid any excess retirement benefits to any current or past Directors.
AUDIT AND RISK COMMITTEE REPORT
The responsibilities of the Audit and Risk Committee were performed by the full Board during the year. The committee oversees the Company’s financial reporting and internal controls and provides a formal reporting link with the external auditors. The ultimate responsibility for reviewing and approving the Annual Report and Accounts and the half-yearly reports remains with the Board. The Audit Committee meets not less than twice in each financial year and will have unrestricted access to the Company’s external auditors. Until his resignation on 22 May 2026, the Audit Committee is chaired by Mark Wilson, and its other member is Sebastien Guerin.
Main responsibilities
The Audit Committee acts as a preparatory body for discharging the Board’s responsibilities in a wide range of financial matters by:
• Monitoring the integrity of the financial statements and formal announcements relating to the Company’s financial performance;
• Reviewing significant financial reporting issues and accounting policies and disclosures in financial reports;
• Overseeing that an effective system of internal control and risk management systems are maintained through review of these at periodic meetings of the Committee, implementing actions arising from these meetings where necessary;
• Ensuring that effective whistleblowing, anti-fraud and bribery procedures are in place;
• Considering the Company’s internal audit requirements and making recommendations to the Board;
• Overseeing the Board’s relationship with the external auditors and, where appropriate, the selection of new external auditors;
• Approving non-audit services provided by the external auditors, or any other accounting firm, ensuring the independence and objectivity of the external auditors is safeguarded when appointing them to conduct non-audit services;
• Ensuring compliance with legal requirements, accounting standards and the Listing Rules and the Disclosure and Transparency Rules.
The Company’s external auditors are MCA Audit Limited (being the new Audit division of McAlvins 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 2026 MCA Audit 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 Parker Russell UK LLP. The external auditors have unrestricted access to the Audit Committee Chairman. The Committee is satisfied that Parker Russell UK LLP 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, Parker Russell UK LLP are acting for their first year for the company. The previous Auditors, MCA Audit Limited being successors to Macalvins Limited, were first appointed by the Company in 2022. Having assessed the performance objectively and independence of the Auditors, the Committee will be considering the reappointment of Parker Russell UK LLP as auditors to the Company at the next annual general meeting.
STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 30 JUNE 2026
|
|
Note |
2026 |
2025 |
|
|
|
£ |
£ |
|
Administrative expenses |
|
(431,631) |
(217,613) |
|
Loss from operations |
|
(431,631) |
(217,613) |
|
Loss for the period |
|
(431,631) |
(217,613) |
|
Other comprehensive income |
|
- |
- |
|
Total comprehensive income |
|
(431,631) |
(217,613) |
|
|
|
|
|
|
|
|
Pence |
Pence |
|
Earnings per share attributable to the ordinary equity holders of the Company |
|
|
|
|
Basic and diluted |
7 |
(0.11) |
(0.05) |
The notes on pages 35 to 45 form an integral part of these financial statements.
STATEMENT OF FINANCIAL POSITION FOR THE YEAR ENDED 30 JUNE 2026
|
|
Note |
30 Jun 2026 |
30 Jun 2025 |
|
|
|
£ |
£ |
|
Assets |
|
|
|
|
Current assets |
|
|
|
|
Trade and other receivables |
8 |
- |
787 |
|
Cash and cash equivalents |
|
3,269 |
569,760 |
|
Total assets |
|
3,269 |
570,547 |
|
Liabilities |
|
|
|
|
Current liabilities |
|
|
|
|
Trade and other payables |
9 |
250,262 |
161,536 |
|
Borrowings |
10 |
636,627 |
981,000 |
|
Total liabilities |
|
886,889 |
1,142,536 |
|
Net liabilities |
|
(883,620) |
(571,989) |
|
|
|
|
|
|
Funded by: |
|
|
|
|
Issued capital and reserves |
|
|
|
|
Share capital |
11 |
74,814 |
66,798 |
|
Share premium reserve |
11 |
1,039,786 |
927,802 |
|
Retained earnings |
|
(1,998,220) |
(1,566,589) |
|
Total equity |
|
(883,620) |
(571,989) |
The notes on pages 35 to 45 form an integral part of these financial statements.
The financial statements were approved and authorised for issue by the board of directors and were signed on its behalf by:
Sébastien Guerin
Chief Operating Officer
Date: 30 October 2026.
STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 JUNE 2026
|
|
Share capital |
Share premium |
Retained earnings |
Total |
|
|
£ |
£ |
£ |
£ |
|
At 1 Jul 2024 |
66,798 |
927,802 |
(1,348,976) |
(354,376) |
|
Total comprehensive loss for the year |
- |
- |
(217,613) |
(217,613) |
|
At 30 Jun 2025 |
66,798 |
927,802 |
(1,566,589) |
(571,989) |
|
New shares issued |
8,016 |
111,984 |
- |
120,000 |
|
Total comprehensive loss for the year |
- |
- |
(431,631) |
(431,631) |
|
At 30 Jun 2026 |
74,814 |
1,039,786 |
(1,998,220) |
(883,620) |
The notes on pages 35 to 45 form an integral part of these financial statements.
STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 30 JUNE 2026
|
|
Note |
2026 |
2025 |
|
|
|
£ |
£ |
|
Cash flows from operating activities |
|
|
|
|
Loss for the period |
|
(431,631) |
(217,613) |
|
Adjustments for movements in working capital |
|
|
|
|
Decrease in trade and other receivables |
|
787 |
74,397 |
|
Increase / (decrease) in trade and other payables |
|
88,726 |
(148,078) |
|
Net cashflow from operating activities |
|
(342,118) |
(291,294) |
|
Cash flows from financing activities |
|
|
|
|
Proceeds from loans converted to shares in the year |
|
120,000 |
|
|
(Repayment of) / proceeds from loans |
|
(344,373) |
300,000 |
|
Net cashflow from financing activities |
|
(224,373) |
300,000 |
|
Net cashflow for the year |
|
(566,491) |
8,706 |
|
Opening cash and cash equivalents |
|
569,760 |
561,054 |
|
Closing cash and cash equivalents |
|
3,269 |
569,760 |
The notes on pages 35 to 45 form an integral part of these financial statements.
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2026
1. Reporting entity
GS Chain Plc is a public company limited by shares incorporated under the laws of England and Wales under company number 13310485. The registered office is situated at 71-75 Shelton Street, London, United Kingdom, WC2H 9JQ.
2. Accounting policies
2.1. 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.
2.2. 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 21. While the Company has negative net assets at 30 June 2026, the directors are confident that the existing financing will remain available to the Company and that additional sources of finance will be available. In the last two years audited accounts, the directors committed that the director loans whilst repayable on demand are not to be repaid until the Company is able to do so without impacting the Company's solvency and to, alternatively, convert the director loans into equity. Thus, the directors continue to adopt the going concern basis of accounting in preparing the financial statements. Having secured fresh working capital funding post balance sheet, the directors are confident that the short- and medium-term solvency of the Company is sound. Directors’ loans will not be called in to the detriment of the Company.
2.3. Cash and cash equivalents
Cash represents cash in hand and deposits held on demand with fintech specialised banking solutions.
In the presentation of the Statement of Cash flows, cash and cash equivalents also include bank overdrafts, if applicable. Any such overdrafts are shown within borrowings under 'current liabilities' on the Statement of Financial Position.
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.
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. 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 expire, or when the Company 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.
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.
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.
2.11. Segment information
The Board considers that during both the year ended 30 June 2026, and the year ended 30 June 2025 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.
2.12. New and amended standards
There was no material impact of new and amended standards applicable in the year.
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.
|
IFRS 18 |
Presentation and Disclosures in Financial Statements This standard includes requirements for all entities applying IFRS for the presentation and disclosure of information in financial statements, and is effective for periods beginning on or after 1 January 2027 |
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.
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 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 condensed financial statements.
4. Operating loss
Operating loss for the year is stated after charging:
|
|
2026 |
2025 |
|
|
£ |
£ |
|
Fees payable to the Company's auditor for the audit of the Company's financial statements |
36,000 |
36,750 |
5. Employees and Directors
The average number of employees, including directors, during the period was 3 (2025: 3).
There was £50,000 paid for qualifying services in the period (2025: none).
6. Income tax expense
No liability to UK corporation tax arose for the year (2025: none).
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:
|
|
2026 |
2025 |
|
|
£ |
£ |
|
Loss for the year |
(431,631) |
(217,613) |
|
Expected tax credit based on a corporation tax rate of 25% |
107,908 |
54,403 |
|
Unrecognised deferred tax assets |
(107,908) |
(54,403) |
|
Total tax charge for the period |
- |
- |
At the period end, there were cumulative unrecognised deferred tax assets of £498,689 (2025: £388,781) 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.
7. Earnings per share
|
|
2026 |
2025 |
|
Number of shares |
# |
# |
|
Weighted average number of ordinary shares for basic earnings per share |
409,717,395 |
399,985,888 |
|
Earnings from continuing operations |
£ |
£ |
|
Total comprehensive loss from continuing operations |
(431,631) |
(217,613) |
|
Basic and diluted earnings per share |
Pence |
Pence |
|
From continuing operations |
(0.11) |
(0.05) |
8.
Basic and diluted loss per share are the same, since where a loss is incurred the effect of outstanding share options and warrants is considered anti-dilutive and is ignored for the purpose of the loss per share calculation.
8. Trade and other receivables
|
|
30 Jun 2026 |
30 Jun 2025 |
|
|
£ |
£ |
|
Other receivables |
- |
787 |
|
|
- |
787 |
9.
Trade and other receivables fall due within 1 year.
9. Trade and other payables
|
|
30 Jun 2026 |
30 Jun 2025 |
|
|
£ |
£ |
|
Trade payables |
92,601 |
286 |
|
Accruals |
54,486 |
38,075 |
|
Accrued directors’ fees |
103,175 |
123,175 |
|
|
250,262 |
161,536 |
10.
Trade and other payables fall due within 1 year.
10. Loans and borrowings
|
|
30 Jun 2026 |
30 Jun 2025 |
|
|
£ |
£ |
|
Borrowings held at cost |
|
|
|
Directors' loans |
411,240 |
981,000 |
|
Convertible loan |
225,387 |
- |
|
Total |
636,627 |
981,000 |
11.
Directors’ loans comprise solely of amounts introduced by directors to meet the Company’s working capital requirements. The loan is 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.
The convertible loan includes funding provided by Citymeade Limited under the loan agreement announced on 16 October 2025, £120,000 of which was converted to 48 million shares of equity on 4 March 2026. Other convertible loans have been received since April 2026 and are convertible on successful completion of an RTO.
11. Share capital
|
|
Number of shares |
Nominal value |
Share premium |
Total |
|
|
# |
£ |
£ |
£ |
|
At 1 Jul 2024 |
399,985,888 |
66,798 |
927,802 |
994,600 |
|
At 30 Jun 2025 |
399,985,888 |
66,798 |
927,802 |
994,600 |
|
New shares issued |
48,000,000 |
8,016 |
111,984 |
120,000 |
|
At 30 Jun 2026 |
447,985,888 |
74,814 |
1,039,786 |
1,114,600 |
12.
Ordinary shares have a nominal value of £0.000167 each, and have equal voting rights and entitlement to profit and capital distribution.
New shares issued in the year resulted from the conversion of £120,000 of convertible loan from Citymead Limited, as announced by RNS.
13. 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. 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.
|
|
30 Jun 2026 |
30 Jun 2025 |
|
|
£ |
£ |
|
Trade payables excluding accrued expenses |
92,601 |
286 |
|
Directors’ fees payable |
103,175 |
123,175 |
|
Directors' loans |
411,240 |
981,000 |
|
Current tax liabilities |
- |
(179) |
|
Total |
607,016 |
1,104,282 |
14. Market risk
14.1. Credit risk
The Company does not currently have any receivables and therefore is not exposed to credit risk.
14.2. 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.
14.3. Price risks
The Company does not hold any equity securities and therefore is not exposed to price risk.
14.4. Currency risk
The Company's financial instruments are currently all denominated in British Pounds.
14.5. Liquidity risk
Amounts due on demand are shown in notes 9 and 10. Out of these, the Directors’ loans of £981,000 have been subordinated subject to solvency and with the possibility of conversion to equity.
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.
The Company was initially funded entirely by equity financing. Since then, however, the Company has moved to achieving liquidity through loans from directors and other sources of funding. There were no other changes to the Company's approach to capital management during the period.
The Company has to maintain 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 further 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.
14.6. Fair value measurements
The directors consider that the carrying amounts of financial liabilities held in the financial statements approximate to their fair values.
15. Business risk
As the Company is in its early stages, business risk mainly comprises effective cash management to ensure liabilities are met as they fall due. The Board mitigates the impact of this by periodically reviewing cash levels against forecasts and implements strategies and actions to ensure sufficient cash is available for the operation to continue as a going concern.
16. Share-based payment transactions
There have been no share-based payment schemes or share option compensation since the Company was incorporated.
On 16 October 2025, the Company announced that it had entered into a Convertible Investment Agreement with Citymeade Limited (“the Investor”). Pursuant to the agreement the investor agreed to provide up to £300,000 (the "Investment Amount") to support the Company's future acquisitions strategy and general working capital, for the right to convert such Investment Amount, subject to certain restrictions, into new ordinary shares of £0.000167 in the ordinary share capital of the Company at a fixed conversion price of £0.0025 per share.
During the year, funds amounting to £165,898 were drawn down under this agreement. On 4 March 2026, the Company announced it had entered into a termination and settlement agreement in respect of this convertible loan note, such that £120,000 of the loans advanced to the Company were converted into 48,000,000 new ordinary shares of £0.000167 each in the share capital of the Company.
17. Related party transactions
Transactions with related parties include directors' fees and loans which are disclosed in the following notes:
• Trade and other payables (Note 9) - cumulative accrued directors fees due to directors at the reporting date
• Borrowings (Note 10) - 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.
18. Cash absorbed by operations
|
|
2026 |
2025 |
|
|
£ |
£ |
|
Loss for the year before income tax |
(431,631) |
(217,613) |
|
Adjustments for: |
|
|
|
Finance costs |
- |
305 |
|
Movements in working capital: |
|
|
|
Decrease/ (increase) in trade and other receivables |
787 |
73,913 |
|
Decrease /(increase) in trade and other payables and borrowings |
88,726 |
(147,899) |
|
Cash absorbed by operations |
(342,118) |
(291,294) |
19.
19. Contingent liabilities
The Directors are not aware of any material contingent liabilities in relation to the Company as at the date of this report.
20. Controlling party
There is no one shareholder that owns greater than 50% of the issued share capital of GS Chain Plc. The Company therefore does not have an ultimate controlling party.
21. Post balance sheet events
On 17 February 2026, the Company announced that it had entered into a non-binding, conditional, exclusive heads of terms for the proposed acquisition of GMM Acquisition Corp, Inc ("Initial Transaction"), which stated that GMM is in the process of acquiring Giraudy Holding SAS, MediaLine SAS and Source Digital, Inc. ("GMM Acquisitions"). The consideration for the Initial Transaction is intended to be satisfied entirely through the issue of new ordinary shares in the Company. At completion and subject to the Initial Transaction becoming unconditional ("Completion"), the Company intends to seek admission of its enlarged share capital to the Equity Shares (Commercial Companies) category of the Official List and to trading on the Main Market. Immediately prior to the announcement of the proposed transaction, the Company’s shares were suspended from trading. Unfortunately, this RTO deal was terminated and announced to the market on the 28th July 2026, and the suspension on share trading was lifted on 3 August 2026.
Other than disclosed above, there are no other events since the reporting date that require disclosure.
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