Interim Results - 31 December 2025.

THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY THE COMPANY TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION (EU) NO. 596/2014, AS AMENDED WHICH, BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, FORMS PART OF UK LAW. ON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE ("RIS"), THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

GS CHAIN PLC
("GS Chain" or the "Company")

Interim Results - 31 December 2025

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 Group Plc ("Main Market"), is pleased to announce its unaudited interim results for the six month period ended 31 December 2025. These results can also be found on the Company's website.

For further information please contact:

COMPANY INFORMATION

CONTENTS

DIRECTOR'S REPORT

FOR THE PERIOD ENDED 31 DECEMBER 2025

The directors present their report and the condensed financial statements for the period.

Directors

The directors at the date of this report were:

P Caroll (appointed 9 February 2026)

S D A J Guerin

M J Wilson

Important events

The board remains committed to pursuing a deal that will bring long term value to investors, and, accordingly, the Company continues with its efforts to further progress the proposed acquisition of GMM Acquisition Corp, Inc (see below).

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 period, 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.

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.

On 14 April 2026, the Company announced that it had applied to the London Stock Exchange for the admission of 48,000,000 new shares to be admitted to trading, noting that the Company's shares currently remain suspended from trading.

The Directors have also assessed the principal risks and uncertainties and have disclosed these in the notes included in this report.

As per Note 2.2, the Directors are of the opinion that the Company had adequate resources to continue in operational existence for the foreseeable future.

The condensed interim report has not been audited.

This report was approved by the board and signed on its behalf on 08 May 2026.

P Caroll          

Director & CEO

DIRECTOR'S RESPONSIBILITY STATEMENT

FOR THE PERIOD ENDED 31 DECEMBER 2025

The Directors accept responsibility for the information contained in this set of interim results for the six-month period ended 31 December 2025.

To the best of the knowledge of the Directors:

·      The condensed set of financial statements are prepared in accordance with the applicable set of accounting standards (with IAS 34 'Interim Financial Reporting' as contained in UK-adopted IFRS), give a true and fair view of the assets, liabilities, financial position and profit or loss of GS Chain Plc;

·      the interim management report, titled 'Directors' report' includes an indication of important events that have occurred during the first six months of the financial year and beyond, and their impact on the condensed set of financial statements, and a description of the principal risks and uncertainties for the remaining six months of the financial year; and

·      the interim management report includes a fair review of the information required by DTR 4.2.8R (disclosure of related parties' transactions and changes therein), including:

o  important events that have occurred during the first six months of the year;

o  the impact of those events on the financial statements;

o  a description of the principal risks and uncertainties; and

o  details of any related party transactions that have materially affected the Company's financial position or performance in the six months ended 31 December 2025.

The directors acknowledge that they are responsible for all information drawn up and made public in this set of interim results for the period ended 31 December 2025.

P Caroll          

Director

Date: 08 May 2026

CONDENSED STATEMENT OF COMPREHENSIVE INCOME

FOR THE PERIOD ENDED 31 DECEMBER 2025

CONDENSED STATEMENT OF FINANCIAL POSITION

FOR THE PERIOD ENDED 31 DECEMBER 2025

The financial statements on pages 4 to 17 were approved and authorised for issue by the board of directors and were signed on its behalf by:

P Caroll          

Director

CONDENSED STATEMENT OF CHANGES IN EQUITY

FOR THE PERIOD ENDED 31 DECEMBER 2025

CONDENSED STATEMENT OF CASH FLOWS

FOR THE PERIOD ENDED 31 DECEMBER 2025

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2025

1.    Reporting entity

GS Chain Plc is a public company limited by shares incorporated in 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 unaudited interim condensed financial statements for the period ended 31 December 2025 have been prepared in accordance with IAS 34 Interim Financial Reporting. They do not include all the information required for a complete set of IFRS financial statements. However, selected explanatory notes are included to explain events and transactions that are significant to an understanding of the changes in the Company's financial position and performance since the last annual financial statements as at the year ended 30 June 2025. The results for the period ended 31 December 2025 are unaudited.

The unaudited condensed interim financial statements for the period ended 31 December 2025 have adopted accounting policies consistent with those followed in the preparation of the Company's audited annual financial statements for the year ended 30 June 2025.

The unaudited condensed interim financial statements are prepared in sterling, which is the functional currency. Monetary amounts in these financial statements are rounded to the nearest £.

2.2        Going concern

The directors have, at the time of approving the unaudited condensed interim financial statements for the period ended 31 December 2025, a reasonable expectation that the Company has adequate resources to continue in operations for the foreseeable future, details of which are included in Note 12. While the Company has net liabilities of £741,687 as of 31 December 2025, the directors are confident that financing will remain available to the Company, and that additional sources of finance will become available. The directors have committed that the director loans of £981,000, whilst repayable on demand, are not to be repaid until the Company is able to do so without impacting the Company's solvency, or, alternatively, to convert the director loans into equity. Thus, the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

2.3        Cash and cash equivalents

Cash represents cash in hand and deposits held on demand with fintech specialised 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.

2.4        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.

2.7        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.

2.10      Earnings per share

Basic earnings per share is calculated by dividing the profit attributable to owners of the Company, excluding any costs of servicing equity other than ordinary shares by the weighted average number of ordinary shares outstanding during the financial year, adjusted for bonus elements in ordinary shares issued during the year and excluding treasury shares.

The Company is loss making throughout the period considered in this Financial Information, therefore diluted earnings per share has not been considered.

3.    Critical accounting judgements and key sources of estimation uncertainty

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.    Segment information

The Board considers that during both the period ended 31 December 2025 and period ended 31 December 2024 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.

5.    Employees and Directors

The average number of employees, including directors, during the period was 3 (2024: 5).

There was no remuneration for qualifying services in the period (2024: none).

6.    Income tax expense

No liability to UK corporation tax arose for the period ended 31 December 2025 or the period ended 31 December 2024.

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:

At the period end, there were cumulative unrecognised deferred tax assets of £431,205 (June 2025: £388,781; December 2024: £376,666) 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

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

Trade and other receivables fall due within 1 year.

9.    Trade and other payables

Trade and other payables fall due within 1 year.

10.   Loans and borrowings

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 represents funding provided by Citymeade Limited under the loan agreement announced on 16 October 2025.

11.   Share capital

Ordinary shares have a nominal value of £0.000167 each, and have equal voting rights and entitlement to profit and capital distribution.

12.   Market risk

12.1      Credit risk

The Company does not currently have any receivables and therefore is not exposed to credit risk.

12.2      Interest rate risk

The Company does not currently have any financial instruments that expose the Company to significant interest rate risk as the Company does not have any debt that bears variable interest rates.

12.3      Price risks

The Company does not hold any equity securities and therefore is not exposed to price risk.

12.4      Currency risk

The Company's financial instruments are currently all denominated in British Pounds.

12.5      Liquidity risk

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.

12.6      Fair value measurements

The directors consider that the carrying amounts of financial liabilities held in the financial statements approximate to their fair values.

13.   Business risk

As the Company is in its 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.

14.   Share-based payment transactions

There have been no share-based payment schemes or share option compensation since the Company was incorporated. As disclosed in Note 18, Post balance sheet events, 48,000,000 new shares were issued in relation to equity conversion of a convertible note from Citymeade Limited after the balance sheet date.

15.   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.

16.   Controlling party

There is no one shareholder that owns greater than 50% of the issued share capital of GS Chain Plc. The Company therefore does not have an ultimate controlling party.

17.   Contingent liabilities

The Directors are not aware of any material contingent liabilities in relation to the Company as at the date of this report.

18.   Post balance sheet events

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 period, 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.

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.

On 14 April 2026, the Company announced that it had applied to the London Stock Exchange for the admission of 48,000,000 new shares to be admitted to trading, noting that the Company's shares currently remain suspended from trading.

Other than disclosed above, there are no other events since the reporting date that require disclosure.