(Incorporated and registered in
Financial statements for the year ended 31 December 2023
I am pleased to announce the audited results for the year ended 31 December 2023.
In August 2023 the Company announced the proposed acquisition of 2Mee Ltd., an omnichannel communication platform. As a result, the Company was suspended from trading on the London Stock Exchange. Unfortunately, despite diligent efforts from all parties, those discussions were terminated in August 2024 owing to the lack of appetite from investors to support the transaction. The Company remained suspended from the exchange pending publication of its outstanding 2023 audited financial statements.
After applying cash of £215k to operating activities, the Company ended the 2023 year with very limited cash resources. With the Company continuing as a cash shell we had no revenue and although operating costs were kept to a minimum, mainly comprising the regulatory costs of being a listed company, the year-end cash at the bank had fallen to just £10k with the Company urgently needing to raise further funds to meet the overdue payables and advisory costs accrued while the Company's creditors supported its ongoing efforts to both raise new funds and to secure a transaction.
You will note the material uncertainty related to going concern in the audit opinion and the going concern statement on page 17 which further underlines the Company need to address its liquidity.
Since the 2023 year-end, no funding was secured during 2024 but urgent discussions during the first months of 2025 have resulted in the Company securing a Convertible Loan Note (“CLN”) facility of up to £300k from NE-10 Vodka Ltd. This was secured alongside negotiations with various creditors to accept reduced payments in full settlement of outstandings.
Funds raised have initially been applied as a priority to undertake and complete the audits for 2023 and 2024 to address the Company's suspension from the Exchange, which the Board expects to be lifted immediately following their publication. Once suspension is lifted, the Directors will be urgently seeking a suitable acquisition target.
As announced to the Market earlier is year, Ross Andrews stood down as Chairman on leaving the Board on 1 April 2025 and I thank him for his commitment and support throughout his appointment as a non-executive director.
Additionally, Mr. Wei Chen, Executive Director and Founder, stepped down from the Board on 4 June 2025. Mr. Chen was instrumental to the founding of the Company, and I would like to thank him on behalf of the Board and the Company's shareholders for all his efforts to steer the Company through attempted negotiations for an acquisition.
Concurrently, Paul Carroll joined the Board as a non-executive Director. Mr Carroll is an experienced C-Suite professional with 30+ years of operational, financial and corporate governance experience. Mr. Carroll is also a Director of NE-10 Vodka Ltd, which is currently providing finance to the Company via the CLN facility.
Your newly constituted Board will continue to seek other acquisition and investment opportunities, working within the Company's current financial constraints, with a review to restoring shareholder value. The Company will provide further updates at the appropriate time.
Finally, I know that shareholders will be, as the Board has been, both frustrated and disappointed with these results but I hope that developments on which I have commented will result in a much healthier position for the Company and help create the opportunity for your Board to deliver on its mandate to build shareholder value. I take this opportunity to thank you for your patient support.
John Croft
Director21 July 2025
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Financial statements for the year ended 31 December 2023
CORPORATE GOVERNANCE REPORT
INTRODUCTION
There is no applicable regime of corporate governance to which the directors of a Jersey company must adhere over and above the general fiduciary duties and duties of care, skill and diligence imposed on such directors under Jersey law. As a Jersey company and a company with a Shell Companies listing category, the Company is not required to comply with the provisions of the UK Corporate Governance Code. Nevertheless, the Directors are committed to maintaining high standards of corporate governance and, so far as is practicable given the Company's size and nature, have voluntarily adopted and comply with the Quoted Companies Alliance Code (“QCA Code”) 2018.
The QCA Code is a pragmatic and practical corporate governance tool which adopts a proportionate, principles-based approach which the Board believes will enable the explanation of how the Company applies the QCA Code and its overall corporate governance arrangements. The QCA Code is constructed around 10 broad principles which are set out below together with an explanation of how the Company will comply with each principle, and where it will not do so, an explanation for that.
As suggested by the QCA, the Chairman makes the following statement in relation to corporate governance:
“As Chairman of the Company, I lead our Board of Directors and have primary responsibility for ensuring that the Company meets the standards of corporate governance expected of a listed Shell Company of our size. Our over arching role as a Board is to be responsible for the Company's investing policy and to ensure that it is being properly pursued. In pursuing that strategy, our second key focus is to supervise, manage and objectively assess decisions and performance of investments. Given there is no executive team or management in the Company, this direct responsibility is critically important in terms of delivering value to our shareholders.
We set out below how we as a Board seek to apply the QCA Code, bearing in mind the Shell Company nature of the Company. Being a Shell Company means we are naturally focused on investment strategy and deploying our cash resources in the most efficient way to secure investments and to generate returns for shareholders in the medium to long term, balancing the potential risks and rewards of each potential investment. We have a rigorous investment process including third-party legal, commercial, and financial due diligence, and will procure site visits, management meetings, and independent valuations where relevant.. We are not a large corporate with multiple stakeholders and, as noted above, our Board is non-executive at the date of this report. We, therefore, intend to take a pragmatic approach to governance structures and processes and whilst implementing a high-bar governance culture at Board level, will adopt policies, procedures and systems which we think are appropriate to a listed Shell Company and for any potential transaction.”
The Company holds board meetings as required and not less than four times annually. The Board has established terms of reference for but has not delegated matters to committees. Given the Company's current stage of development and currently with only two non-executive Directors, the Board takes responsibility for overseeing audit, nomination, remuneration and investment matters.
The Board has established terms of reference for the following Committees:
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Financial statements for the year ended 31 December 2023
CORPORATE GOVERNANCE REPORT(Continued)
The Audit Committee
The Audit Committee will appoint and determine the terms of engagement of the Group's auditors and will determine, in consultation with the auditors, the scope of the audit. The Audit Committee monitors the independence of the Group's auditor, and the appropriateness of any non-audit services. The Audit Committee receives and reviews reports from management and the Group's auditors relating to the interim and annual accounts and the accounting and internal control systems in use throughout the Group. The Audit Committee has unrestricted access to the Group's auditors. The Audit Committee makes recommendations to the Board.
The Board must be able to express a shared view of the Company's purpose, business model and strategy. It should go beyond the simple description of products and corporate structures and set out how the company intends to deliver shareholder value in the medium to long term. It should demonstrate that the delivery of long term growth is underpinned by a clear set of values aimed at protecting the company from unnecessary risk and securing its long-term future.
The Board will be considering a number of potential acquisition targets following the lifting of its current suspension from market trading.
The Board has access to a strong pipeline of targets consisting of companies with strong management teams and good growth prospects. The Board's objective is to secure commitments to a mutually beneficial transaction.
The Board maintains a vigilant watch over the current investment climate and macro-economic conditions worldwide. These factors have the potential to impact and pose challenges to the Company's execution strategy. This includes considerations of regulatory and governmental policy changes that may arise, requiring the Company to adapt and navigate accordingly.
Directors must develop a good understanding of the needs and expectations of all elements of the Company's shareholder base. The Board must manage shareholders' expectations and should seek to understand the motivations behind shareholder voting decisions.
The Board is aware of the need to protect the interests of minority shareholders and the balancing of these interests with those of any majority shareholders. The Board also considers the terms of the relationship agreement the Company has entered with its largest shareholders and, where necessary, will enforce any relevant terms.
The Company regularly updates the market via its RNS news feed of any disclosable matters and where appropriate, also uses social media platforms to engage with a wider audience.
The Company publishes all relevant materials, according to QCA definitions, on its website. This includes annual reports and shareholder circulars3 | P a g e
Financial statements for the year ended 31 December 2023
Long-term success relies upon good relations with a range of different stakeholder groups both internal (workforce) and external (suppliers, customers, regulators, and others). The Board needs to identify the Company's stakeholders and understand their needs, interests, and expectations.
Where matters that relate to the Company's impact on society, the communities within which it operates or the environment have the potential to affect the company's ability to deliver shareholder value over the medium to long term, then those matters must be integrated into the Company's strategy and business model.
Feedback is an essential part of all control mechanisms. Systems need to be in place to solicit, consider and act on feedback from all stakeholder groups.
The balance of economic value to the Group and environmental and social impact will be carefully considered, not only throughout acquisition due diligence for any potential investments but also in the ongoing monitoring of performance indicators of invested projects, with the maintenance of high environmental and social standards is a key priority. The Board is conscious of its responsibilities in relation to society, particularly in developing economies.
The key resources for the Company are principally its Board of Directors and the Company's external advisors including its brokers, lawyers and auditors. The Company relies on a network of intermediaries to originate investment deal flow. The Board engages with its advisors on a regular basis and takes feedback from it throughout the year. In particular, it seeks advice in relation to regulatory and statutory compliance and their impact on its investments from its legal advisor and from the auditors in relation to accounting matters including fair value and the annual audit.
The Board needs to ensure that the Company's risk management framework identifies and addresses all relevant risks in order to execute and deliver strategy; companies need to consider their extended business, including the Company's supply chain, from key suppliers to end-customer.
Setting strategy includes determining the extent of exposure to the identified risks that the company is able to bear and willing to take (risk tolerance and risk appetite).
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Financial statements for the year ended 31 December 2023
The Board members have a collective responsibility to promote the interests of the company and are collectively responsible for defining corporate governance arrangements. Ultimate responsibility for the quality of, and approach to, corporate governance lies with the Chairman.
The Board (and any committees) should derive high-quality information in a timely manner to facilitate proper assessment of the matters requiring a decision or insight.
The Board should have (at the relevant stage of the Company's development) an appropriate balance between Executive and Non-Executive Directors and should have at least two independent Non-Executive Directors. Independence is a Board judgement.
The Board should be supported by committees (e.g., audit, remuneration) that have the necessary skills and knowledge to discharge their duties and responsibilities effectively.
The Board currently consists of the non-executive Chairman and one other non-executive Director.
These individuals serve as non-executive Directors and are regarded as independent directors.
Each non-executive Director is engaged on a rolling three-year contract basis with three months' notice on either side and is required to commit to the time necessary to fulfil their roles.
The non-executive Directors' roles and responsibilities include but are not limited to engaging potential advisors and other parties across the Company's domain globally, initiating and agreeing terms of engagement to support the business development of the Company, liaising with the Company's lawyers and other advisors in London, being the main representative of the Board for making public announcements and engaging with Shareholders, Investors and other Stakeholders to promote the Company and its business objectives.
The Board must have an appropriate balance of sector, financial and public markets skills and experience, as well as an appropriate balance of personal qualities and capabilities. The Board should understand and challenge its own diversity, including gender balance, as part of its composition.
The Board should not be dominated by one person or a group of people. Strong personal bonds can be important but can also divide a board.
As the Company evolves, the mix of skills, experience number of Directors required on the Board may change, and Board composition will need to evolve to reflect this change.
Directors who have been appointed to the Company have been chosen because of the skills and experience they offer.
The identity of each Director and his biographical summary is provided on the Company's website, which includes each Director's relevant experience, skills, personal qualities, and capabilities. The current Directors offer a mix of investment, governance, operational, sector and geographical expertise and exposure.5 | P a g e
Financial statements for the year ended 31 December 2023
The Board has not taken any specific external advice on a specific matter, other than in the normal course of business as a listed Shell Company and in pursuit of the Investment Policy. There are no internal advisors to the Board. The Directors rely on access to the Company's advisors to keep their skills up to date and through attending market updates and other seminars provided by the advisors, the London Stock Exchange plc and regulators.
The Board should regularly review the effectiveness of its performance as a unit, as well as that of its committees (if activated) and the individual Board members.
The Board performance review may be carried out internally or, ideally, externally facilitated from time to time. The review should identify development or mentoring needs of individual directors or the wider senior management team.
It is healthy for membership of the Board to be periodically refreshed. Succession planning is a vital task for Boards. No member of the Board should become indispensable.
The Board currently consists of non-executive Directors, the Company having no employees. In this regard, Board performance and oversight lies predominantly with the Chairman and other stakeholders, particularly shareholders.
The annual general meeting is held with shareholders where feedback on the Company's progress is sought, and this interaction provides valuable input on Board performance. Advice is also sought on Board composition on an ongoing basis from the Company's advisors.
The composition of the Board is reviewed regularly, and changes made where appropriate. The Company has recently made changes to the Board to realign its skills and experience base and may make further appointment of additional Directors in due course.
The Board does not carry out a formal review process.
The Board should embody and promote a corporate culture that is based on sound ethical values and behaviours and use it as an asset and source of competitive advantage.
The policy set by the Board should be visible in the actions and decisions of the Board. Corporate values should guide the objectives and strategy of the company.
The culture should be visible in every aspect of the business, including recruitment, nominations, training, and engagement. The performance and reward system should endorse the desired ethical behaviours across all levels of the company.
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Financial statements for the year ended 31 December 2023
The Company should maintain governance structures and processes in line with its corporate culture and appropriate to its:
- size and complexity; and
- capacity, appetite, and tolerance for risk. The governance structures should evolve over time in parallel with the company's objectives, strategy, and business model to reflect the development of the Company.
This section provides full disclosure on the Company's corporate governance. There are no immediate plans to make any changes to the governance processes and framework which are described in the commentary above.
The Chairman has overall responsibility for shareholder liaison.
There are no specific matters reserved for the Board.
A healthy dialogue should exist between the Board and all of its stakeholders, including shareholders, to enable all interested parties to come to informed decisions about the Company.
In particular, appropriate communication and reporting structures should exist between the Board and all constituent parts of its shareholder base. This will assist:
- the communication of shareholders' views to the Board; and
- shareholders' understanding of the unique circumstances and constraints faced by the Company.
The Board attaches great importance to providing shareholders with clear and transparent information on the Group's activities, strategy, and financial position. Details of all shareholder communications are provided on the Company's website, including historical annual reports and governance-related material together with notices of all general meetings since its incorporation. The Company discloses outcomes of all general meeting voting.
The Company works with its advisors on managing its communications strategy and to assist in the review and distribution of regular news and regulatory announcements. Periodic announcements are made regarding the Company's activities and in accordance with its reporting calendar, as well as other market and regional news relevant to the Company's business.
The Company lists contact details on its website and on all announcements released via RNS, should shareholders wish to communicate with the Board.7 | P a g e
Financial statements for the year ended 31 December 2023
The terms and conditions of appointment of the non-executive directors are available for inspection at the Company's registered office.
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.
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. Outside the scheduled meetings of the Board, the Directors maintain frequent contact with each other to keep them fully briefed on the Company's operations. In the period under review the Board met on 7 occasions.
Member's attendance record:
Meeting 1 Present: Ross Andrews, John Croft, Wei Chen
Meeting 2 Present: Ross Andrews, John Croft Apologies: Wei Chen
Meeting 3 Present: Ross Andrews, John Croft Apologies: Wei Chen
Meeting 4 Present: Ross Andrews, John Croft Apologies: Wei Chen
Meeting 5 Present: Ross Andrews, John Croft, Wei Chen
Meeting 6 Present: Ross Andrews, John Croft, Wei Chen
Meeting 7 Present: Ross Andrews, John Croft Apologies: Wei Chen
Note: Paul Carroll was appointed after the period under review.
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;
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Financial statements for the year ended 31 December 2023
During the period under review, the Board devoted its time to seeking further funding and transaction opportunities.
The Chairman sets the Board Agenda and ensures adequate time for discussion.
The Non-executive Directors brought a broad range of business and commercial experience to the Company and had a particular responsibility to challenge independently and constructively the performance of the Executive Director and to monitor the Company's performance in the delivery of the agreed objectives and targets. The Board considered Ross Andrews and John Croft to have been independent in character and judgement throughout the period.
The independent Directors have effectively operated as Committee members during the year. There were no committee meetings during the year owing to the absence of an Audit or Remuneration matters, other than the Company's review of its internal controls and matters related to the annual independent audit, to be considered.
John Croft (Independent Non-Executive Director) is a well-regarded Board Director with extensive experience of bringing Corporate Governance disciplines to Boards of public and private companies alike, having served also on numerous Board committees in a recent career which has focused particularly on international companies in the Financial Services, Resources and TMT sectors. John has extensive public market experience having served on Boards of international companies which have been listed on the London Stock Exchange. John is based in Dubai.
Paul Carroll (Independent Non-Executive Director appointed 4 June 2025) is an innovative entrepreneur, experienced C-Suite executive, and highly proficient public market director. He has extensive experience in founding and developing businesses in manufacturing, technology and digital sectors throughout the UK, USA and Canada. Paul currently holds senior leadership and advisory positions with a diverse range of high growth organisations and specialises in sustainable business modelling, growth capital financing and more recently public and private mergers and acquisitions.
All the Directors are aware that independent professional advice is available to each Director in order to properly discharge their duties as a Director.
The Board is responsible for reviewing the structure, size and composition of the Board and making recommendations to the Board with regards to any required changes.
All Directors have disclosed any significant commitments to the Board and confirmed that they have sufficient time to discharge their duties.
All new Directors receive an induction as soon as practical on joining the Board.
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 had 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 Group. The Board requires Directors to declare all appointments and other situations outside the group which could result in a possible conflict of interest.
The Company has a policy of appraising Board performance annually. The Company has concluded that for a company of its current scale, an internal process administered by the Board is most appropriate at this stage.
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.9 | P a g e
Financial statements for the year ended 31 December 2023
The Board of Directors reviews the effectiveness of the Company's system of internal controls in line with the requirements of the QCA 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, compliances and risk management. The Company had necessary procedures in place for the period under review and up to the date of approval of the Annual Report and Accounts. 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. A risk assessment for each project is carried out by the Directors before making any commitments.
With a currently reduced Board comprised of two non-executive Directors, all Committee functions are conducted as the Board.
The Audit Committee has responsibility for monitoring the Company's financial reporting. Given the size of the Company and the relative simplicity of the systems, the Board considers that there has not been and there is no current requirement for an internal audit function. The procedures that have been established to provide internal financial controls are considered appropriate for a company of its size and include controls over expenditure, regular reconciliations and management accounts.
Provision of non-audit services is considered by the Audit Committee. The Audit Committee has considered the use of external accounting service providers for non-audit services, and all the current providers have been retained and considered appropriate.
During the year the auditors received fees set out in note 9 to the Financial Statements
The Remuneration and Nominations Committee has responsibility for agreeing the remuneration policy for senior executives and for the review of the composition and balance of the Board.
The Audit Committee has written terms of reference and provides a mechanism through which the Board can maintain the integrity of the financial statements of the Company and any formal announcements relating to its financial performance; to review the Company's internal financial controls and its internal control and risk management systems; and to make recommendations to the Board in relation to the appointment of the external auditor, their remuneration both for audit and non-audit work, the nature, scope and results of the audit and the cost effectiveness, independence and objectivity of the auditors. Provision is made by the Audit Committee to meet the auditors at least twice a year. The Group is still at an early stage of its development and is reliant on the Audit Committee to perform various reporting requirements particularly with regards the preparation of supporting accounting papers for audit purposes.
The Board, functioning as the Audit Committee reviewed, considered and agreed the scope and methodology of the audit work to be undertaken by the external auditors and fees and agreed the terms of engagement for the audit of the financial statements for the year ended 31 December 2023. Significant matters considered by the Board during the year included the independence of the auditor, scope and methodology for the audit of the financial statements, in particular determining the areas at greatest risk of material misstatement (whether or not due to fraud or poor internal controls). Following their review the Board considers the internal control system has been no more than adequate for the Company and has recognised that a more comprehensive system of policies and practises needs to be implemented immediately. The Board acknowledges that the business will increase in complexity when it undertakes a corporate transaction and will further review effectiveness of its internal control system to ensure it is prepared to respond to the anticipated change at the appropriate time.10 | P a g e
Financial statements for the year ended 31 December 2023
The Nominations and Remuneration Committee is established to consider potential appointees to the Board and monitor the remuneration policies of the Company to ensure that they are consistent with its business objectives. Its terms of reference include the recommendation and execution of policy on Director and future executive management remuneration and for reporting decisions made to the Board. The Committee will determine the individual remuneration packages of members of the Board.
The duties of the Nominations and Remuneration Committee are to:
• consider the composition, individual roles, and balance of the Board;
• review the necessary changes to the Board and vacancies arising and to screen proposed candidates and recommend those suitable as appointees to those positions on the Board;
• determine and agree with the Board the framework or broad policy for the remuneration of the each of the directors;
• within the terms of the agreed policy, determine individual remuneration packages;
• determine the contractual terms on termination and individual termination payments, ensuring that the duty of the individual to mitigate loss is fully recognised;
• in determining individual packages and arrangements, give due regard to the comments and recommendations of the Listing Rules;
• be told of and be given the chance to advise on any major changes in employee benefit structures in the Company; and
The Company's Remuneration Policy is designed to provide remuneration packages to motivate and retain high-calibre individuals and new talent as required. The Committee takes into account the principles of sound risk management when setting pay and takes action to ensure that the remuneration structure and does not encourage undue risk. The Remuneration Policy is unaudited.
Purpose - core element of remuneration paid for fulfilling the relevant role.
Operation - non-executive directors receive a basic fee, paid monthly, in respect of their board duties. Non-executive directors are not eligible for annual bonus or other benefits. Expenses incurred directly in performance of non-executive duties for the Company may be reimbursed or paid directly on their behalf.
Opportunity - Fees are set at a level which is considered appropriate to attract or retain non-executive directors of the calibre required by the Company. Fee levels are normally set by reference to amounts paid to non-executive directors serving on the boards of similar sized UK- listed companies, taking into account the size, responsibility and time commitment of the role.
The sole Executive Director in office during the reporting period waived his entitlement to payment of fees during the period.
The Directors have voluntarily adopted the Model Code for directors' dealings contained in the Listing Rules of the UK Listing Authority. The Board will be responsible for taking all proper and reasonable steps to ensure compliance with the Model Code by the Directors.
Compliance with the Model Code is being undertaken on a voluntary basis and the FCA will not have the authority to (and will not) monitor the Company's voluntary compliance with the Model Code, nor to impose sanctions in respect of any failure by the Company to so comply.
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Financial statements for the year ended 31 December 2023
Open and transparent communication with shareholders is given high priority and the Directors are available to meet with shareholders who have specific interests or concerns. The Company issues its results to shareholders and publishes them on the Company's website.
At each 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 before the meeting. Details of proxy votes for and against each resolution, together with the votes withheld are announced through the London Stock Exchange RNS service and are published on the Company's website as soon as practical after the meeting.
John Croft
Director
21 July 2025
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Financial statements for the year ended 31 December 2023
John Croft
Paul Carroll
Registered office
Troutman Pepper Locke LLP
201 Bishopsgate, Spitalfields, London EC2M 3AB
United Kingdom
Ogier
44 Esplanade, St Helier JE4 9WG
Jersey
PKF Littlejohn LLP
15 Westferry Circus, Canary Wharf, London, E14 4HD
MFUG Corporate Markets (Jersey) Limited
IFC5, St Helier, JE1 1ST, Jersey
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| Financial statements for the year ended 31 December 2023 | ||||||
| DIRECTORS' REPORT | ||||||
| The directors present their report together with the audited financial statements for the year ended 31 December 2023. | ||||||
| The Company is incorporated in Jersey. | ||||||
| Results and dividends | ||||||
| The results for the period are set out in the financial statements. The directors do not recommend the payment of a dividend for the period (2022: Nil). | ||||||
| Principal activity and future developments | ||||||
|
|
||||||
| Directors' interests in shares and contracts | ||||||
| Directors' interests in the shares of the Company at the year end and at the date of this report are disclosed below. | ||||||
| There are no requirements for Directors to hold shares in the Company. | ||||||
| Director | Ordinary Shares held | % held | Warrants(2) | |||
| Wei Chen (resigned 4 June 2025) | 3,680,000 | (1) | 16.02 | 400,000 | ||
| Ross Andrews (resigned 1 April 2025) | - | - | 400,000 | |||
| John Croft | - | - | 400,000 | |||
| Paul Carroll (appointed 4 June 2025) | - | - | - | |||
| (1) Held by Ms Hui Zhou, wife of Mr Wei Chen. | ||||||
| (2) Warrants issued to Directors 20 July 2023 priced at 2.5p expiring 20 July 2026. | ||||||
| Substantial interests | ||||||
| Share register at 9 June 2025 (4): | ||||||
| Ordinary Shares held | % held | |||||
| Feng Chen | 3,680,000 | (3) | 16.02 | |||
| GSB Banking Group | 4,480,000 | 19.50 | ||||
| Nicholas Nugent | 2,425,000 | 10.55 | ||||
| (3) Mr Feng Chen is a brother of Mr Wei Chen. | ||||||
| (4) The Company's shares are suspended so there has been no change since this date. | ||||||
| Directors' Confirmation | ||||||
Each of the directors who are a director at the time when the report is approved confirms that:
(a) so far as each director is aware, there is no relevant audit information of which the Company's auditors are unaware and;
(b) The director has taken all the steps that ought to have been taken as a director, in order to be aware of any information needed by the Company's auditors in connection with preparing their report and to establish that the Company's auditors are aware of that information.
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Financial statements for the year ended 31 December 2023
(a) On 1 April 2025 Ross Andrews resigned as Chairman and as a non-executive director of the Company.
(b) On 4 June 2025 Wei Chen resigned as a Director and Paul Carroll was appointed a Director of the Company. Mr Carroll is an experienced C-Suite professional with over 30 years of operational, financial and corporate governance experience and is a director of NE-10 Vodka Ltd.
(c) On 4 June 2025, the Company issued a £300,000 unsecured convertible loan note instrument to NE10 VodkaLtd. NE10's interest currently is as a financial investment realised by assisting GCG with refinancing the Company with a view to having its suspension from trading on the London Stock Market lifted. NE10 has committed to providing up to £300,000 via the instrument, £180,000 of which has been advanced to the Company as at the date of this report.
(d) On 12 June 2025, the Company entered into a Subscription Agreement with Wei Chen to subscribe for £100,000 of Subscription (ordinary) Shares conditional on and at the price of a future re-admission to trading on the event of a reverse takeover. In consideration for the Subscription Shares Mr Chen wrote off his loan to the Company of £100,000, waived his right to payment of interest accrued thereon, and agreed to the cancellation of his Convertible Loan Note from the Company.
(e) On 16 June 2025 Paul Carroll was elected by the directors as Chairman of the Board.
By order of the Board
John Croft Director 21 July 202515 | P a g e
Financial statements for the year ended 31 December 2023
The directors are responsible for preparing the directors' report and the financial statements in accordance with applicable law and regulations.
Jersey Company law requires the directors to prepare financial statements for each financial period. Under that law the directors have elected to prepare the financial statements in accordance with International Financial Reporting Standards as endorsed by European Union (IFRS endorsed by EU). Under Jersey 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 group) and of the consolidated profit or loss for that period.
In preparing these financial statements, the directors are required to:
The directors are responsible for keeping proper 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 that the financial statements comply with the Companies (Jersey) Law 1991. 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.
The maintenance and integrity of the Group's website is the responsibility of the Directors; the work carried out by the auditors does not involve the consideration of these matters and, accordingly, the auditors accept no responsibility for any changes that may have occurred in the accounts since they were initially presented on the website. Legislation in Jersey governing the preparation and disseminationof the accounts and the other information included in annual reports may differ from legislation in other jurisdictions.
The Directors are responsible for preparing the Financial Statements in accordance with the Disclosure and Transparency Rules of the United Kingdom's Financial Conduct Authority (“DTR”) and with IFRS endorsed by EU.
Each of the Directors, whose names and functions as listed in the Board of Directors confirm that, to the best of their knowledge:
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Financial statements for the year ended 31 December 2023
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF GOLDEN ROCK GLOBAL PLC
Opinion
We have audited the financial statements of Golden Rock Global Plc (the 'group') for the year ended 31 December 2023which comprise the Consolidated Statement of Comprehensive Income and Expense, the Consolidated Statement of Financial Position, the Consolidated Statements of Changes in Equity, the Consolidated Statements of Cash Flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards as endorsed by European Union and as regards the group financial statements, as applied in accordance with the provisions of the Companies (Jersey) Law 1991.
In our opinion:
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group 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 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.
We draw attention to note 4c to the financial statements which states that the Group and Company's ability to continue as a going concern is dependent on the ability to raise further funding in the coming 12 months. As stated in note 4c, these events or conditions, along with the other matters as set forth in note 4c, indicate that a material uncertainty exists that may cast significant doubt on the Group and 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 director's 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 Group and company's ability to continue to adopt the going concern basis of accounting included the following;
17 | P a g e
Financial statements for the year ended 31 December 2023
The scope of our audit was influenced by our application of materiality. The quantitative and qualitative thresholds for materiality determine the scope of our audit and the nature, timing and extent of our audit procedures.
The materiality for the financial statements as a whole was set at £12,400 (2022: £8,500), based on a benchmark of 5% of loss before tax. Loss before tax was used as the basis for calculating materiality as the group is loss making due to the fact that the parent company is a shell and expenditure focus is key to investors. Performance materiality was calculated at £9,900 (2022: £6,800), being 80% (2022: 80%) of overall materiality for the financial statements as a whole. We have set the performance materiality at 80% of the overall financial statements materiality to reflect the low risk associated with the financial statements based on our experience of prior year audits.
Component materialities have been based on an allocation of the Group performance materiality across the components where a full scope audit is required. Performance materiality was calculated at £9,400 for Golden Rock Global Plc and £5,445 for Golden Rock Services Limited.
We have agreed with the audit committee that we would report any individual audit difference in excess of £600 (2022: £425) for the group, £500 for Golden Rock Global Plc, and £545 for Golden Rock Services limited, and as well as differences below this threshold that, in our view, warranted reporting on qualitative grounds.
In designing our audit, we determined materiality, as above, and assessed the risk of material misstatement in the financial statements. In particular, we looked at areas involving significant accounting estimates and judgements by the directors, such as going concern assumption and accounting treatment of convertible loan notes, and considered future events that are inherently uncertain. We also addressed the risk of management override of internal controls, including evaluating whether there was evidence of bias by the directors that represented a risk of material misstatements due to fraud. The company's key accounting function is based in the United Kingdom and our audit was performed remotely with regular contact with management throughout.
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 as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. Due to a material uncertainty related to going concern, this has been excluded from the table below.
Classification of convertible loan notes (note 16)
The loans fall within the scope of scope of IAS 32 Financial Instruments: Presentation (“IAS 32”), IFRS 9 Financial Instruments (“IFRS 9”) and IFRS 7 Financial Instruments: Disclosures (“IFRS 7”).
Per IAS 32, management is required to classify the instrument on initial recognition as a financial liability, embedded derivative or compound instrument in accordance with the substance of the contractual arrangement and fair value the components identified as part of classification.
There is a risk that the classification and valuation of the convertible loan notes is not in accordance with the requirements of IAS 32, IFRS 9 and IFRS 13 and may result in inaccurate classification and valuation due to management bias or error.
| This has been identified as a key audit matter as: | |
| • | the balance is material to the financial statements; and |
| • | there are significant estimates and judgements involved in management's assessment which is susceptible to |
| incorrect classification and valuation of convertible loan notes due to management bias. notes, there is a risk | |
| that the recognition and classification of loan notes may be incorrect, and the value may be misstated within | |
| the financial statements. | |
| 18 | P a g e | |
Financial statements for the year ended 31 December 2023
How our scope addressed this matter
Our work in this area included:
Other information
The other information comprises the information included in the annual report, other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the group 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. 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 course of 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 this gives rise to a material misstatement in the financial statements themselves. 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.
In the light of the knowledge and understanding of the group and their 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 (Jersey) Law 1991requires us to report to you if, in our opinion:
Responsibilities of directors
As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the group 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 group financial statements, the directors are responsible for assessing the group'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 group or to cease operations, or have no realistic alternative but to do so.19 | P a g e
Financial statements for the year ended 31 December 2023
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 the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.
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/auditorsresponsibilities. This description forms part of our auditor's report .20 | P a g e
Financial statements for the year ended 31 December 2023
Use of our report
This report is made solely to the company's members, as a body, in accordance with our engagement letter dated 8 April 2025. 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.
Nicholas Joel (Engagement Partner)
For and on behalf of PKF Littlejohn LLP
Recognised Auditor
15 Westferry Circus
Canary Wharf
London E14 4HD
2025
21 | P a g e
| Financial statements for the year ended 31 December 2023 | |||||||
| CONSOLIDATED STATEMENT OF COMPREHENSIVE | |||||||
| INCOME AND EXPENSE | |||||||
| For the year ended 31 December 2023 | |||||||
| Year ended | Year ended | ||||||
| 31/12/2023 | 31/12/2022 | ||||||
| £ | £ | ||||||
| Note | |||||||
| Administrative expenses | |||||||
| - | Professional fees | ( |
( |
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| - | Directorship fees | 8 | ( |
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| - | Other expenses | ( |
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| Share based payments | ( |
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| Operating loss | ( |
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| Other Income |
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| Finance costs | ( |
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| Loss before income tax | ( |
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| Taxation | 10 |
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| Total comprehensive loss for the year after tax | ( |
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| Earnings per share | |||||||
| Loss from continuing operations - basic and diluted | 11 | ( |
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22 | P a g e
| Financial statements for the year ended 31 December 2023 | ||||||||
| CONSOLIDATED STATEMENT OF FINANCIAL | ||||||||
| POSITION AS AT 31 DECEMBER 2023 | ||||||||
| Note | 31/12/2023 | 31/12/2022 | ||||||
| £ | £ | |||||||
| Assets | ||||||||
| Current assets | ||||||||
| Other Receivables | 12 |
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| Cash and cash equivalents | 13 |
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| Total current assets |
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| Total assets |
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| Equity and liabilities | ||||||||
| Capital and reserves | ||||||||
| Ordinary shares | 15 |
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| Share premium |
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| Prepaid equity | 15 |
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| Share based payments | 18 |
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| Accumulated losses | ( |
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| Total equity | ( |
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| Liabilities | ||||||||
| Current liabilities | ||||||||
| Trade creditors | 14 |
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| Accruals | 14 |
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| Financial liability | 16 |
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| Total equity and liabilities |
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These financial statements were approved by the Board of Directors for issue on 21 July 2025 and signed on its behalf by:
John Croft Director
The notes on pages 26 to 38 form an integral part of these financial statements.23 | P a g e
| Financial statements for the year ended 31 December 2023 | ||||||||||||||||
| CONSOLIDATED STATEMENT OF CHANGES IN EQUITY | ||||||||||||||||
| FOR THE YEAR ENDED 31 DECEMBER 2023 | ||||||||||||||||
| Changes in Equity | Share | Share | Share based | Prepaid | Accumulated | Total equity | ||||||||||
| capital | premium | payments | equity | losses | ||||||||||||
| £ | £ | £ | £ | £ | £ | |||||||||||
| Balance at 01 January 2022 | 191,750 | 1,605,788 | - | - | ( 1,634,840 ) | 162,698 | ||||||||||
| Loss and Total comprehensive | - | - | - | - | ( 165,907 ) | ( 165,907 ) | ||||||||||
| income for the year | ||||||||||||||||
| Balance at 31 December 2022 | 191,750 | 1,605,788 | - | - | ( 1,800,747 ) | ( 3,209 ) | ||||||||||
| Loss and Total comprehensive | - | - | - | - | ( 288,054 ) | ( 288,054 ) | ||||||||||
| income for the year | ||||||||||||||||
| Increase in capital | 38,000 | 52,250 | - | 85,776 | - | 176,026 | ||||||||||
| Share based payments | - | - | 45,075 | - | - | 45,075 | ||||||||||
| Balance at 31 December 2023 | 229,750 | 1,658,038 | 45,075 | 85,776 | ( 2,088,801 ) | ( 70,162 ) | ||||||||||
The following describes the nature and purpose of each reserve within owners' equity.
Share capital Amount subscribed for share capital at par value
Share premium Amount subscribed for share capital in excess of par value
Share based payment reserve The share-based payment reserve represents relating to share-based payment transactions granted as warrants (Note 17)
Prepaid equity Fair value of convertible loan notes that will convert into equity in future accounting periods
Accumulated losses Represents the cumulative net gains and losses recognised in the statement of comprehensive income
The notes on pages 26 to 38 form an integral part of these financial statements.24 |
P a g e
Financial statements for the year ended 31 December 2023
FOR THE YEAR ENDED 31 DECEMBER 2023
| 31/12/2023 | 31/12/2022 | ||||
| £ | £ | ||||
| Cash flows from operating activities | |||||
| Loss before tax | ( 288,054 ) | ( 165,906 ) | |||
| Adjustment for non-cash movement: | |||||
| Effective interest cost | 2,560 | - | |||
| Share based payments | 45,075 | - | |||
| Adjusted loss | ( 240,419 ) | ( 165,906 ) | |||
| Decrease / (Increase) in receivables | 107,085 | ( 101,749 ) | |||
| (Increase) / Decrease in payables | ( 81,454 ) | 119,016 | |||
| Net cash used in operating activities | ( |
( |
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| Cash flows from financing activities | |||||
| Net proceeds from issue of ordinary shares |
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| Proceeds from issue of convertible loan notes |
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| Cash flows from financing activities |
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| Net decrease in cash and cash equivalents | |||||
| ( |
( |
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| Cash and cash equivalents at beginning of the year | ( 24,538 ) | 182,974 | |||
| Cash and cash equivalents at end of the year | 9,797 | 34,335 | |||
The notes on pages 26 to 38 form an integral part of these financial statements.
The group's cash is held by the subsidiary Golden Rock Services Limited.25 | P a g e
Financial statements for the year ended 31 December 2023
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
1. GENERAL INFORMATION
The Company was incorporated and registered in Jersey as a public company limited by shares on 17 June 2016under the Companies (Jersey) Law 1991, as amended, with the name Golden Rock Global plc, and registered number 121560.
The Company's registered office is located at 11 Bath Street, St Helier, JE4 8UT, Jersey.
The Company acquired control on 1 January 2023 and wholly owns Golden Rock Services Limited (“ GRS ”)incorporated in England & Wales as a private company limited by shares on 20 November 2020 under the UK as a Companies Act 2006, as amended, and registered number 13036001. The Company has controlled GRS since its incorporation. GRS functions only to hold cash and operate banking for the Company in the United Kingdom.
Unless otherwise stated or presented as required by financial reporting standards adopted, all references to “Company” include GRS.
2. PRINCIPAL ACTIVITIES
The principal activity of the Company is to seek acquisition opportunities, focusing on the Financialand Technology sector.
3. RECENT ACCOUNTING PRONOUNCEMENT
There are a number of standards and interpretations which have been issued by the International Accounting Standards Board that are effective for the year ended 31 December 2023:
New and amended standards adopted in 2023:
The following new standards have come into effect this year however they have no impact on the Group:
| IFRS | Particular | Effective Date | ||||
| Annual Improvements | IFRS 1, IFRS 9, IFRS 16 and IAS 41 (Amendments) Annual Improvements to IFRS standards 2018-2020 | 1st January 2023 | ||||
| IAS 8 | IAS 8:30 Entity has not applied a new IFRS that has been issued but is not yet effective, and IAS 8:31 In complying with IAS 8:30, consider disclosures relating to new IFRS | 1st January 2023 | ||||
| IAS 37 | IAS 37 (Amendment) Onerous contracts - Costs of fulfilling a contract | 1st January 2023 |
The following amendments are effective for the period beginning 1 January 2024
| IFRS | Particular | Effective Date | ||||
| IAS 1 amendments | Classification of liabilities as current or non-current | 1 January 2024 | ||||
| IAS and IFRS Practice Statement 2 | Amendment – disclosure of accounting estimates | 1 January 2024 | ||||
| IAS 12 amendments | Deferred Tax related to Assets and Liabilities arising from a Single Transaction | 1 January 2024 | ||||
| IAS 8 | Definition of accounting estimates | 1 January 2024 |
The Group is evaluating the impact of the new and amended standards above which are not expected to have a material impact on the Group's results or shareholders' funds.
26 | P a g e
Financial statements for the year ended 31 December 2023
The Board refers shareholders to the Auditor's Report on page 17 and in particular to the paragraph titled “Material uncertainty related to going concern”.
The Company measures financial assets at amortised cost if both of the following conditions are met:
1) the asset is held within a business model whose ob jective is to collect contractual cash flows; and
2) the contractual terms of the financial asset gener ating cash flows at specified dates only pertain to capital and interest payments on the balance of the initial capital.
Financial assets which are measured at amortised cost, are measured using the Effective Interest Rate Method (EIR) and are subject to impairment. Gains and losses are recognised in profit or loss when the asset is derecognised, modified or impaired.
27 | P a g e
Financial statements for the year ended 31 December 2023
Financial liabilities include other payables and accruals, and convertible loan note. All financial liabilities except for derivatives are recognised initially at their fair value and subsequently measured at amortised cost, using effective interest method, unless the effect of discounting would be insignificant, in which case they are stated at cost.
Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the effective interest rate (“EIR”). The EIR amortisation is included as finance costs in profit or loss. Trade and other payables are non-interest bearing and are stated at amortised cost using the effective interest method.
Equity instruments issued are recorded at their proceeds received, net of direct issue costs.
A financial asset is derecognised when:
1) the rights to receive cash flows from the asset have expired, or
2) the Company has transferred its rights to receive cash flows from the asset or has undertaken the commitment to fully pay the cash flows received without significant delay to a third party under an arrangement and has either (a) transferred substantially all the risks and the assets of the asset or (b) has neither transferred nor held substantially all the risks and estimates of the asset but has transferred the control of the asset.
The Company recognises a provision for impairment for expected credit losses regarding all financial assets.
Expected credit losses are based on the balance between all the payable contractual cash flows and all discounted cash flows that the Company expects to receive. Regarding trade receivables, the Company applies the IFRS 9 simplified approach in order to calculate expected lifetime credit losses. Therefore, at every reporting date, provision for losses regarding a financial instrument is measured at an amount equal to the expected credit losses over its lifetime without monitoring changes in credit risk. To measure expected creditlosses, trade receivables and contract assets have been grouped based on shared risk characteristics.
Financial instruments issued by the Company are classified as equity only to the extent that they do not meet the definition of a financial liability or financial asset.
The Company's ordinary shares are classified as equity instruments.
28 | P a g e
Financial statements for the year ended 31 December 2023
NOTES TO THE FINANCIAL STATEMENTS (CONT'D)
4. ACCOUNTING POLICIES (CONT'D)
h) Convertible Loan Notes (“CLN”)
Upon issuance of a convertible loan note, the instrument is assessed to determine the classification of its components:
Measurement at Initial Recognition
Subsequent Measurement
Liability Component (Interest Payments)
Equity Component (Host Contract)
i) Share based payments
The options/warrants issued by the Group may be subject to both market-based and non-market based vesting conditions.
Non-market vesting conditions are not taken into account when estimating the fair value of awards as at grant date; such conditions are taken into account through adjusting the equity instruments that are expected to vest.
The proceeds received, net of any attributable transaction costs, are credited to share capital when options/warrants are converted into ordinary shares.
j) Other income
k)Critical Accounting Estimates and Judgements
29 | P a g e
Financial statements for the year ended 31 December 2023
In particular, significant areas of estimation, uncertainty and critical judgements in applying accounting policies that have the most significant effect on the amount recognised in the Financial Statements are in the following areas:
A CLN was issued as a compound instrument, which necessitates significant judgement in determining the fair value of the equity and interest cost . This judgement considers the contractual terms of the instrument, assessing it meets the criteria for classification as equity in accordance with the requirements ofIAS 32 - Financial Instruments: Presentation. The CLN principal was classified as equity and th e interest cost as a financial liability.
To determine the fair value of the equity component and effective interest cost, a discounted cash flow method was used with an assumed discount factor.
Changes in any of these assumptions may significantly impact the fair value of the effective interest cost, potentially resulting in profit or loss variations.
5. ACCOUNTING ESTIMATES AND JUDGEMENTS
Preparation of financial information in conformity with IFRS requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making judgements about carrying values of assets and liabilities that are not readily apparent from other sources.
It is the Directors' view that, other than the material uncertainty related to going concern, and fair value of convertible loan notes (note 16) and warrants (note 17), there are no other significant areas of estimation, uncertainty and critical judgements in applying accounting policies that have significant effect on the amount recognised in the financial information for the period.
| 6. FINANCIAL RISK MANAGEMENT | |||||
| a) Categories of financial instruments | |||||
| The carrying amounts of the consolidated financial assets and liabilities as at the end of the reporting year are as follows: | |||||
| 2023 | 2022 | ||||
| £ | £ | ||||
| Financial assets at amortised cost | |||||
| Cash and cash equivalent | 9,797 | 34,335 | |||
| Other receivables | - | 107,085 | |||
| Total: | 9,797 | 141,420 | |||
| Financial liabilities at amortised cost | |||||
| Trade creditors | 21,813 | 101,102 | |||
| Accruals | 41,362 | 43,527 | |||
| Convertible loan note - accrued interest | 11,700 | - | |||
| Total: | 74,875 | 144,629 | |||
| Financial liabilities at fair value | |||||
| Convertible loan note - financial liability | 5,084 | - | |||
| Cash at bank is held in non-interest bearing accounts by the subsidiary Golden Rock Services Ltd. | |||||
| 30 | | P a g e | ||||
Financial statements for the year ended 31 December 2023
b) Financial risk management objectives and policies.
The Company is exposed to a variety of financial risks: market risk (including currency risk), credit risk and liquidity risk. The risk management policies employed by the Company to manage these risks are discussed below. The primary objectives of the financial risk management function are to establish risk limits and then ensure that exposure to risk stays within these limits. The operational and legal risk management functions are intended to ensure proper functioning of internal policies and procedures to minimise operational and legal risks.
ii) Credit risk
The maximum exposure is £9,797 as at 31 December 2023 (31 December 2022: £34,335).
iii) Liquidity risk
31 | P a g e
| Financial statements for the year ended 31 December 2023 | ||
| NOTES TO THE FINANCIAL STATEMENTS (CONT'D) | ||
| 8. DIRECTORS' EMOLUMENTS | ||
| Year ended | Year ended | |
| 31/12/2023 | 31/12/2022 | |
| £ | £ | |
| Key management emoluments | ||
| Remuneration | 65,017 | 55,000 |
The annual remuneration of the key management was as follows. The total remuneration of the Directors for the year includes a share based payment charge of £10,017, being £3,339 arising on the granting of Warrants (note 17) to each of Wei Chen, Ross Andrews and John Croft. There were no other cash or non-cash benefits. The Warrants are valid for three years. All other amounts are short-term in nature. Wei Chen waived his entitlement to be paid fees.
| Directors remuneration charged for the year | ||||||
| £ | £ | |||||
| Executive Director | ||||||
| Wei Chen - share based payment | 3,339 | - | ||||
| Non-Executive Directors | ||||||
| Ross Andrews: | ||||||
| - | Fees | 30,000 | 30,000 | |||
| - | Share based payment | 3,339 | - | |||
| John Croft | ||||||
| - | Fees | 25,000 | 25,000 | |||
| - | Share based payment | 3,339 | - | |||
| 61,678 | 55,000 | |||||
| 9. AUDITORS' REMUNERATION | ||||||
| The following remuneration was paid to the Company's auditors: | ||||||
| Year ended | Year ended | |||||
| 31/12/2023 | 31/12/2022 | |||||
| £ | £ | |||||
| Remuneration for auditing the financial statements | 25,000 | 22,500 | ||||
| Non-audit service fees | - | 46,400 | ||||
32 | P a g e
Financial statements for the year ended 31 December 2023
| Year ended | Year ended | |
| 31 December 2023 | 31 December 2022 | |
| Loss attributable to | ||
| ordinary shareholders | £ 288,054 | £ 165,906 |
| Weighted average | ||
| number of shares | 20,809,521 | 19,175,000 |
| Earnings per share | ||
| (expressed as pence | ||
| per share) | ( 1.38 ) | ( 0.87 ) |
12. TRADE AND OTHER RECEIVABLES
2023 2022
£ £
Other receivables
2023 2022
£ £
Cash at bank equivalents 9,797 34,335
Cash at bank is held in non-interest bearing accounts by GRS and controlled by the Company.
| 2023 | 2022 | |
| £ | £ | |
| Trade creditors |
|
|
| Accruals | 53,062 | 43,527 |
| Trade and other payables | 74,876 | 144,629 |
|
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| Financial statements for the year ended 31 December 2023 | ||||
| NOTES TO THE FINANCIAL STATEMENTS (CONT'D) | ||||
| 15. SHARE CAPITAL | ||||
| Number of | Nominal | |||
| shares | value | |||
| £ | ||||
| Authorised | ||||
| Ordinary shares of GBP |
48,000,000 | 480,000 | ||
| Issued and fully paid | ||||
| On incorporation | 100 | 100 | ||
| Subdivided share capital | 9,900 | - | ||
| 10,000 | 100 | |||
| Issue of shares upon placing | 19,165,000 | 191,650 | ||
| At 31 December 2021 and 2022 | 19,175,000 | 191,750 | ||
| Issue of shares upon placing in year | 3,800,000 | 38,000 | ||
| At 31 December 2023 |
|
229,750 | ||
| The issued shares have nominal value of each share of £0.01 and are fully paid. There are no restrictions on the distribution of dividends and the repayment of capital . | ||||
| In 26 July 2023, the Company issued and were admitted to trading of the Official List of the London Stock Exchange 3,800,000 new shares at a price of £0.025, raising £95,000 before expenses of £4,750. There were no issues of shares in the year ended 31 December 2022. | ||||
| 16. CONVERTIBLE LOAN NOTE | ||||
| On 5 December 2022 the Company and its director Wei Chen entered into a Convertible Loan Note (“CLN”) for £100,000 at a fixed conversion price of £0.03125 per share, with a coupon on 12% per annum and a maturity date of 2 December 2023. The loan was drawn on 10 January 2023. The CLN, if not converted before maturity, may be converted on maturity on the call of either Mr Chen or the Company, indicating no expectation of the parties that the loan principal would be repaid from cash. Conversely, the CLN stipulates that the interest accruing is to be paid only in cash. | ||||
| The Company analysed the CLN, following IFRS guidance and classifying the CLN as a Compound Instrument with two distinct components: | ||||
| • The principal of £100,000 is Equity | ||||
| • The interest accruing is a Financial Liability | ||||
| Both components require separate fair value accounting treatment and have been fair valued on initial recognition at the date of draw down and as at the 31 December 2023. The Company used Level 3 observation and estimated a discount rate assuming that a commercial rate of interest for unsecured debt without the potential benefit of an equity component would be 18% per annum. | ||||
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Financial statements for the year ended 31 December 2023
| (a) On draw down of CLN | |||||||
| Year | Cash Flow | Discount | Cash Flow | Note drawn | End date | Days | |
| (Interest) | Factor (18%) | PV | |||||
| 1 | £ 10,733 | 0.847457627 | £ 9,096 | 10/01/2023 | 02/12/2023 | 322 | |
| Liability component = | £ 9,096 | ||||||
| Transaction price | £ 100,000 | ||||||
| Less: Liability component | -£ 9,096 | ||||||
| Equity component | £ 90,904 | ||||||
| Year | Liability | Cash | Effective | ||||
| Component | Coupon (12%) | Interest Cost | |||||
| 1 | £ 9,096 | £( 10,733 ) | £( 1,637 ) | ||||
The accounting treatment requires the Company to report the £100,000 loan principal as £90,904 Prepaid Equity and £9,096 Current Liability (the amount falling due within one year).
On 5 December 2023, prior to the 2023 year-end date, the parties agreed to extend the maturity date to 30 June 2024. On revaluing the CLN at 31 December 2023, the Company took into account the increased (approximate) 1.5 year life of the instrument, requiring the Company to report the instrument in two financial years and revaluing the Equity and Financial Liability components (over page):
| (b) Year-end revaluation of CLN | ||||||||||
| Year | Cash Flow | Discount | Cash Flow | Note drawn | End date | Days | ||||
| (Interest) | Factor (18%) | PV | ||||||||
| 1 | £ 11,700 | 0.847457627 | £ 9,915 | 10/01/2023 | 31/12/2023 | 351 | ||||
| 2 | £ 6,000 | 0.71818443 | £ 4,309 | 01/01/2024 | 30/06/2024 | 180 | ||||
| Liability component = | £ 14,224 | |||||||||
| Transaction price | £ 100,000 | |||||||||
| Less: Liability component | £( 14,224 ) | |||||||||
| Equity component | £ 85,776 | |||||||||
| Year | Liability | Interest | Cash | Liability | Reporting | |||||
| B/Fwd | Expense (18%) | Coupon (12%) | C/Fwd | Period | ||||||
| 1 | £ 14,224 | £ 2,560 | £( 11,700 ) | £ 5,084 | FY 2023 | |||||
| 2 | £ 5,084 | £ 916 | £( 6,000 ) | £- | FY 2024 | |||||
The Company's financial statements reflect the year-end revalued Equity and Financial Liabilities in its Statement of Financial Position and the Interest Expense in its Income Statement. The unpaid interest coupon is reported as an Accrual.
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Financial statements for the year ended 31 December 2023
| On 23 February 2023 the 4,055,000 warrants priced at £0.0625 and granted to investors and to each of Mr Andrews and Mr Croft, expired without being exercised. | |
| On 20 July 2023 the Company announced, in conjunction with the placing of New Shares and broker | |
| appointment, the Board approval of the grant of 5,400,000 warrants priced at £0.025 (“New Warrants”) as to: | |
| Number of | |
| New Warrants | |
| Broker to the placing | 3,800,000 |
| Advisors to the placing | 400,000 |
| 4,200,000 | |
| Directors: | |
| Wei Chen | 400,000 |
| Ross Andrews | 400,000 |
| John Croft | 400,000 |
| 1,200,000 | |
| Total | 5,400,000 |
The New Warrants are valid for three years, expiring on the third anniversary of the date of grant. The Company has fair valued the New Warrants at the date of grant using Level 3 observations using the Black Scholes valuation method with the following assumptions and inputs:
| Date of grant | 20 July 2023 |
| Expect life to date of exercise | 1.0 year |
| Share price at date of grant | £ 0.032 |
| Exercise price | £ 0.025 |
| Risk free rate | 3.795 % |
| Dividend payment | 0.00 % |
| Share price velocity | 24.61 % |
The Company used as the risk free rate, the average yield of UK Government 1 Year Bonds for the 12 months to the date of grant. The Company's share price velocity was calculated as the standard deviation of its monthly closing market share prices on the London Stock Exchange over the same period.
The New Warrants life of 1 year reflects an assumption, the Board's expectation at the time of approving the grants that a transaction or corporate event would complete within 12 months, and a contractual condition of 12 months being the minimum period before exercise could be allowed.
The fair value of each New Warrant, calculated as a call option, is £0.00835 (0.835 pence).
The fair value of the grants of New Warrants on initial recognition are:
| Charge in year | ||||
| ended | ||||
| 31 Dec 2023 | ||||
| £ | ||||
| Broker to the placing | 31,719 | |||
| Advisors to the placing | 3,339 | |||
| Charged as Share Based Payment expense | 35,058 | |||
| Wei Chen | 3,339 | |||
| Ross Andrews | 3,339 | |||
| John Croft | 3,339 | |||
| Charged as Remuneration of the Directors | 10,017 | |||
| Total charged at fair value through profit or loss | 45,075 | |||
| 36 | | P a g e | |||
| Financial statements for the year ended 31 December 2023 | |
| NOTES TO THE FINANCIAL STATEMENTS (CONT'D) | |
| 18. SHARE BASED PAYMENTS ACCOUNT | |
| Year ended | |
| 31 Dec 2023 | |
| £ | |
| Fair value of warrants issued in year | 45,075 |
| At 31 December 2023 | 45,075 |
19. CAPITAL MANAGEMENT
The Company manages its capital to ensure that it will be able to continue as a going concern while pursuing a transaction to maximize a return to shareholders through an optimized structure of debt and equity instruments.
The Company reviews the capital structure on an on-going basis. As part of this review, the directors consider the cost of capital and the risks associated with each type and class of capital. The Company will balance its overall capital structure and through the payment of dividends, new share issues and the issue of new debt or the repayment of existing debt.
The Company entered into an agreement to issue a £100,000 convertible loan note instrument on 2 December 2022 and the loan was fully drawn down on 10 January 2023. The Company issued new shares and received net cash proceeds of £90,250 on 1 July 2023.
There is no ultimate controlling party.
The remuneration of the Directors, the key management personnel of the Company, is set out in note 8.
On 5 December 2022, the Company entered into a convertible loan note agreement with Wei Chen, a director, for aggregate gross proceeds of £100,000, and the loan was fully drawn down on 10 January 202 3. On 13 December 2023 the parties executed a variation extending the Maturity Date to 30 June 2024 (note 15).
On 20 July 2023 the Company granted 400,000 Warrants priced at £0.025 to each of Mr Chen, Mr Andrews and Mr Croft (note 16).
All regulatory notices relating to the Company's key events are submitted to the London Stock Exchange via the RNS service. The following relate to key changes since the 31 December 2023 financial year end:
(a) On 1 April 2025 Ross Andrews resigned as Chairman and as a non-executive director of the Company.
(b) On 30 May 2025, the Company created a £300,000 convertible loan note (“Note”) carrying an 8% annual rate of interest and maturing on the third anniversary of the date of the instrument. The notes may be converted into the ordinary shares of the Company at any time prior to the maturity date and may be converted at the election of the Note holder, by reference to a volume weighted average market price of the Company's shares over the relevant period or by reference to the overall capitalization of the Company being £500,000. In the event the holder of the Note has not converted the Note at the maturity date, the Company shall be liable to repay the principal and accrued interest in cash to the Note holder.
(c) On 4 June 2025, Wei Chen resigned as a director and Paul Carroll was appointed a director of the Company. Mr Carroll is an experienced C-Suite professional with 30+ years of operational, financial and corporate governance experience and is a director of NE10 Vodka Limited (“NE-10”).
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Financial statements for the year ended 31 December 2023
NOTES TO THE FINANCIAL STATEMENTS (CONT'D)
21. EVENTS SINCE THE END OF THE REPORTING PERIOD (CONT'D)
(d) On 4 June 2025, the Company issued a Certificate for £80,000 to NE-10 and on 23 June 2025 the Company issued a further Certificate for £100,000, raising a total of £180,000 of new funding from NE-10 for working capital. NE-10 has been assisting the Directors of GCG with refinancing the Company with a view to having its suspension from trading on the London Stock Market lifted. NE-10 has committed to providing up to £300k to the Company via a Convertible Loan Note facility, £180k of which has been drawn down as at 30 June 2025.
(e) On 12 June 2025, the Company entered into a Subscription Agreement with Wei Chen to subscribe for £100,000 of Subscription (ordinary) Shares conditional on and at the price of a future re-admission to trading on the event of a reverse takeover. In consideration for the Subscription Shares Mr Chen wrote off his loan to the Company of £100,000, waived his right to payment of interest accrued thereon, and agreed to the cancellation of his Convertible Loan Note from the Company.
(f) On 16 June 2025 Paul Carroll was elected Chairman by the Board of Directors.
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Financial statements for the year ended 31 December 2023
PLC
Jersey
31 December 2023
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