GS Chain PLC - Audited Results

Reporting table on sex / gender representation:

Reporting table on ethnicity representation:

The Company is aware that certain diversity targets have not been met for the year ended 30 June 2025. As the Company is at a very early stage it is focussed on appointing Board members with the best expertise to achieve its short-term objectives being strategic acquisitions. Once this has been achieved, the Board will implement a strategy to achieve the required targets on gender and ethnicity. Having said that, the company will look to add additional Board members in the 2025-2026 financial year, and will look to broaden its diversity, subject to the above.

As the Company only has 3 employees, which solely comprise the Board of directors, no data collection methodology has been required.

Accountability

The Board is committed to providing shareholders with a clear assessment of the Company's position and prospects. This is achieved through this report and as required other periodic financial and trading statements. The Board has made appropriate arrangements for the application of risk management and internal control principles. Given the size of the Company the Board as a whole has performed the duties of the audit committee and the remuneration committee.

Going concern

The Company's business activities, together with the factors likely to affect its future operations, financial position, and liquidity position are set out in the Financial Review sections of the Annual Report.  In addition, the financial statements disclose the Company's financial risk management practices with respect to its capital structure, liquidity risk, interest risk, credit risk and other related matters. Further details on going concern can be found in the Directors' report under the section headed Going Concern.

Internal controls

The Board of Directors reviews the effectiveness of the Company's system of internal controls in line with the requirements of the Code. The internal control system is designed to manage the risk of failure to achieve its business objectives. This covers internal financial and operational controls, compliance and risk management. The Company had necessary procedures in place during the year under review and up to the date of approval of the Annual Financial Report. The Directors acknowledge their responsibility for the Company's system of internal controls and for reviewing its effectiveness. The Board confirms the need for an ongoing process for identification, evaluation and management of significant risks faced by the Company.

The Directors are responsible for taking such steps as are reasonably available to them to safeguard the assets of the Company and to prevent and detect fraud and other irregularities.

Nomination

Currently due to the size of the Company there is no Nomination Committee. Nominations are considered by the whole Board.

The Nomination Committee will review the composition and balance of the Board and senior management on a regular basis to ensure that the Board and senior management have the right structure, skills and experience in place for the effective management of the Company's business.

Shareholder relations

Communication and dialogue

Open and transparent communications with shareholders is given high priority. The Directors are available to meet with institutional shareholders to discuss any issues and gain an understanding of the Company's business, its strategies and governance.

All Directors are kept aware of changes in major shareholders in the Company and are available to meet with shareholders who have specific interests or concerns. The Company issues its results promptly to individual shareholders and also publishes them on the Company's website: https://gschain.world/. Regular updates to record news in relation to the Company and the status of its projects are included on the Company's website.

Annual General Meeting

At every AGM individual shareholders are given the opportunity to put questions to the Chairman and to other members of the Board that may be present. Notice of the AGM is sent to shareholders at least 10 days before the meeting. Details of proxy votes for and against each resolution, together with the votes withheld are announced to the London Stock Exchange and are published on the Company's website as soon as practical after the meeting.

DIRECTORS' REMUNERATION REPORT

The Remuneration Committee

During the year ended 30 June 2025, the full Board of the Company met to consider matters relating to remuneration and performed the duties as set out in the report. The members of the Remuneration Committee are Sébastien Guerin and Mark Wilson. The Remuneration Committee is chaired by Mark Wilson.

Committee's main responsibilities

● The Remuneration Committee considers the remuneration policy, employment terms and remuneration of the Directors and reviews the remuneration of senior management;

●     The Remuneration Committee's role is advisory in nature, and it makes recommendations to the Board on the overall remuneration packages for Directors and senior management in order to attract, retain and motivate high quality executives capable of achieving the Company's objectives;

●  The Remuneration Committee also reviews proposals for any share option plans and other incentive plans, makes recommendations for the grant of awards under such plans as well as approving the terms of any performance-related pay schemes.

Committee advisors

The Company consults with the Company's major investors and investor representative companies as appropriate. No Director takes part in any decision directly affecting their own remuneration. No remuneration advisors were retained by the Remuneration Committee during the year.

Statement of GS Chain Plc's policy on Director's remuneration

The Company's policy is to maintain levels of remuneration so as to attract, motivate, and retain Directors and senior executives of the highest calibre who can contribute their experience to deliver industry leading performance with the Company's operations. The remuneration package for Directors comprises base fees and is planned to implement share incentive arrangements. Each executive director is entitled to participate in a bonus scheme.

Service Arrangements and Letters of Appointment

All of the service contracts with Directors are on an evergreen basis, subject to termination provisions. The appointment of Directors is subject to termination upon six months' notice.

The directors who held office at 30 June 2025 and had beneficial interests in the Ordinary Shares of the Company are disclosed on pages 6 and 7 of the financial statements.

Terms of appointment

The services of the Directors, provided under the terms of agreements with the Company, either direct with the director or with an intermediary company which undertakes to provide the services of the director, are dated as follows:

Director                        Year of                         Number of years                       Date of current

                                    Appointment                completed                                engagement letter

L Filipovic                     2021                             4                                              23/07/2021

S Guerin                       2021                             4                                              01/08/2021

M Wilson                      2021                             4                                              30/09/2021

Consideration of shareholder views

The Remuneration Committee will consider shareholder feedback received and guidance from shareholder bodies. This feedback, plus any additional feedback received from time to time, is considered as part of the Company's annual policy on remuneration.

Policy for new appointments

Base salary levels will take into account market data for the relevant role, internal relativities, their individual's experience and their current base salary. Where an individual is recruited at below market norms, they may be re-aligned over time (e.g. two to three years), subject to performance in the role. Benefits will generally be in accordance with the approved policy.

For external and internal appointments, the Committee may agree that the Company will meet certain relocation and/or incidental expenses as appropriate.

Directors' emoluments and compensation (audited)

Set out below are the emoluments of the Directors for the year ended 30 June 2025 (GBP):

            Director                                                Directors Fees (£)

            A Austin (resigned 24 Jan. 2025)            Nil                   

L Filipovic                                               Nil

S Guerin                                                 Nil

S Nath (resigned 4 March 2025)            Nil

M Wilson                                                Nil

There were accruals of £123,175 brought forward from previous years into the year ended 30 June 2025 in respect of cumulative outstanding fees for director services. From 27 June 2023 the payment of directors' fees was deferred, and then stopped from the beginning of the year ended 30 June 2024. There were no directors' fees paid or payable in the current year 30 June 2025.

None of the remuneration paid was subject to performance conditions.

Other matters

The Company does not have a bonus scheme in place for executives.

The Company does not have any pension plans for any of the Directors and does not pay pension amounts in relation to their remuneration. The Company has not paid out any excess retirement benefits to any Directors or past Directors. The Company has not paid any excess retirement benefits to any current or past Directors.

AUDIT AND RISK COMMITTEE REPORT

The responsibilities of the Audit and Risk Committee were performed by the full Board during the year. The committee oversees the Company's financial reporting and internal controls and provides a formal reporting link with the external auditors. The ultimate responsibility for reviewing and approving the Annual Report and Accounts and the half-yearly reports remains with the Board. The Audit Committee meets not less than twice in each financial year and will have unrestricted access to the Company's external auditors. The Audit Committee is chaired by Mark Wilson, and its other member is Leon Filipovic.

Main responsibilities

The Audit Committee acts as a preparatory body for discharging the Board's responsibilities in a wide range of financial matters by:

●     Monitoring the integrity of the financial statements and formal announcements relating to the Company's financial performance;

●    Reviewing significant financial reporting issues and accounting policies and disclosures in financial reports;

●  Overseeing that an effective system of internal control and risk management systems are maintained through review of these at periodic meetings of the Committee, implementing actions arising from these meetings where necessary;

●     Ensuring that effective whistleblowing, anti-fraud and bribery procedures are in place;

●  Considering the Company's internal audit requirements and making recommendations to the Board;

●   Overseeing the Board's relationship with the external auditors and, where appropriate, the selection of new external auditors;

●    Approving non-audit services provided by the external auditors, or any other accounting firm, ensuring the independence and objectivity of the external auditors is safeguarded when appointing them to conduct non-audit services;

●     Ensuring compliance with legal requirements, accounting standards and the Listing Rules and the Disclosure and Transparency Rules.

The Company's external auditors are Macalvins Limited, and the Audit Committee will closely monitor the level of audit and non-audit services they provide to the Company. In the year ended 30 June 2025 Macalvins Limited performed no non-audit services for the Company.

Internal audit function

As the Company is in its initial stages, and has not yet acquired any subsidiaries, and has no employees beyond the Board of Directors, the necessity of an internal audit function is not considered appropriate. The Board will review this stance and implement accordingly when necessary.

External auditor

The Company's external auditors are Macalvins Limited. The external auditors have unrestricted access to the Audit Committee Chairman. The Committee is satisfied that Macalvins Limited has adequate policies and safeguards in place to ensure that auditor objectivity and independence are maintained. The external auditors report to the Audit Committee annually on their independence from the Company.

The current auditors, Macalvins Limited were first appointed by the Company in 2022. Having assessed the performance objectively and independence of the Auditors, the Committee will be considering the reappointment of Macalvins Limited as auditors to the Company at the next annual general meeting.

INDEPENDENT AUDITORS REPORT

We have audited the financial statements of GS Chain Plc for the year ended 30 June 2025 which comprise the income statement, statement of comprehensive income, the statement of financial position, the statement of changes in equity, the statement of cash flows and notes to the financial statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in the preparation of the financial statements is applicable law and International Financial Reporting Standards (IFRSs) issued by the International Accounting Standards Board (IASB).

In our opinion:

●    the financial statements give a true and fair view of the state of the company's affairs as at 30 June 2025 and of the company's loss for the year then ended;

●    the financial statements have been properly prepared in accordance with IFRSs as adopted by the IASB; and

●    the financial statements have been prepared in accordance with the requirements of Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard as applied to listed public interest entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) we identified, including those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit; and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial statements, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Key audit 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.

Material uncertainty related to going concern

We draw attention to the disclosures made in Note 1.2, 3 and 14 to the financial statements concerning the company's ability to continue as a going concern. The company's going concern assessment is dependent on the successful completion of further capital raise and a planned reverse takeover (RTO), expected in February and July 2026 respectively. As of the date of this report, these fundraising activities have not been formalised. Should these events not occur as intended, the company will have utilised its cash reserves by July 2026. These conditions indicate that a material uncertainty exists that may cast significant doubt on the company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Our evaluation of the directors' assessment of the company's ability to continue to adopt the going concern basis of accounting included:

●  Confirm our understanding of the directors' going concern assessment process, including the controls over the review and approval of the budget and plan. We have obtained a copy of management's assessment of going concern and evidence that the assessment was approved by the Board;

●  Assessing the appropriateness of the duration of the going concern assessment period to 31 October 2026 and considering the existence of any significant events or conditions beyond this period based on our procedures on the company's plans and knowledge arising from other areas of the audit;

●     Review and verification of the inputs and assumptions used in the board approved working capital forecasts, identifying the key assumptions and evaluating the appropriateness of these assumptions;

●   Evaluating management's historical forecasting accuracy and the consistency of the going concern assessment with information obtained from other areas of the audit, such as our audit procedures on the company's plans;

●     Testing the mechanical accuracy of the going concern analysis;

●     Confirming the existence and availability of financing for the company's operations;

●  Performing independent sensitivity analysis on management's assumptions including applying adverse cashflow sensitivities and evaluating the appropriateness of mitigating actions available to management for example deferring expenditure; and

●    Evaluating the disclosures on going concern.

Our observations

The Company is planning to complete an acquisition via reverse takeover (RTO) within the next 12 months. However, as of the date of the financial statements, the Company has not entered into an agreement to acquire a company, but it does now have a fresh funding agreement as announced on 16 September 2025, and furthermore, has a series of further investment fundraisers planned. There remains a possibility that the acquisition may not occur. The directors intend to secure additional investment in the event the RTO is successful. The company has raised £300,000 of additional working capital post year end, to ensure that it has sufficient liquidity to remain solvent and provide a comfortable level of cash headroom. The company also expects to raise further working capital in February and July 2026; should these not materialise, the current cash reserves will be depleted by July 2026.

Based on the work we have performed, we have identified material uncertainties relating to events or conditions noted above that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. However, because not all future events such as the RTO can be predicted, this statement is not a guarantee as to the company's ability to continue as a going concern after any significant events including but not limited to the acquisition.

Other information

The directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor's report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.

If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion of the directors' remuneration disclosure within the directors' remuneration report has been properly prepared in accordance with the Companies Act 2006.

In our opinion, based on the work undertaken in the course of the audit:

●    the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

●    the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

●   adequate accounting records have not been kept by the company, or returns adequate for our audit have not been received from branches not visited by us; or

●   the company financial statements and the part of the directors' remuneration report to be audited are not in agreement with the accounting records and returns; or

●   certain disclosures of directors' remuneration specified by law are not made; or

●   we have not received all the information and explanations we require for our audit.

Corporate governance statement

Our obligation is to review the directors' statement in relation to going concern and viability of the company and review the Corporate Governance Statement relating to the company's compliance with the provisions of the UK Corporate Governance Code specified in The Listing Rules.

We have concluded, based on the work undertaken as part of our audit, that each of the following elements of the Corporate Governance Statement is materially consistent with the financial statements or our knowledge obtained during the audit:

● Directors' statement with regards to the appropriateness of adopting the going concern basis of accounting and any material uncertainties identified in their statement;

●  Directors' explanation as to its assessment of the company's prospects, the period this assessment covers and why the period is appropriate set out in their statement;

●  Director's statement on whether it has a reasonable expectation that the company will be able to continue in operation and meets its liabilities set out in their statement;

●    Directors' statement on accountability, diversity and other matters set out in their statement;

●   Board's confirmation that it has carried out a robust assessment of the emerging and principal risks set out in their statement;

●  The section of the annual report that describes the review of effectiveness of risk management and internal control systems set out in their statement; and;

●    The section describing the work of the Audit and Risk Committee set out in their statement.

Responsibilities of directors

As explained more fully in the directors' responsibilities statement set out on page 6, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we considered the following:

●     the nature of the industry and sector, control environment and business performance including the design of the company's remuneration policies, key drivers for directors' remuneration, bonus levels and performance targets;

●     results of our enquiries of management about their own identification and assessment of the risks of irregularities;

●     identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of noncompliance;

●     detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud;

●     the internal controls established to mitigate risks of fraud or non-compliance with laws and regulations; and

●     Addressing the risks of fraud through management override of controls by performing journal entry testing.

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

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

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

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

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

Other matters which we are required to address

We were reappointed by the directors on 21 October 2025 to audit the financial statements for the year ending 30 June 2025. Our total uninterrupted period of engagement is 4 years, covering the period ending 30 June 2022 to 30 June 2025.

Independence

We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard as applied to listed public interest entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements.

The non-audit services prohibited by the FRC's Ethical Standard were not provided to the company and we remain independent of the company in conducting our audit.

We have provided no other non-audit services during the year ended 30 June 2025.

Use of the audit report

This report is made solely to the company's members as a body in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body for our audit work, for this report, or for the opinions we have formed.

Pankaj Rajani

(Senior Statutory Auditor)

For and on behalf of Macalvins Limited, Statutory Auditor

Bank House

7 St John's Road

Harrow

HA1 2EY

31 October 2025

STATEMENT OF PROFIT OR LOSS