Gold Bullion Securities Limited
Registered No: 87322
Annual Report and Audited Financial Statements for the
Year ended 31 December 2025
Gold Bullion Securities Limited
Contents
Management and Administration 1
Directors' Report 2 - 8
Statement of Directors' Responsibilities 9
Independent Auditor's Report 10 - 16
Statement of Profit or Loss and Other Comprehensive Income 17
Statement of Financial Position 18
Statement of Changes in Equity 19
Statement of Cash Flows 20
Notes to the Financial Statements 21 - 39
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Gold Bullion Securities Limited
Management and Administration
Directors Manager
Vinod Rajput WisdomTree Management Jersey Limited
Bryan Governey IFC 5
Elizabeth Casely (Appointed on 02 July 2025) St Helier
Jersey, JE1 1ST
Registered Office Auditor
IFC 5 Ernst & Young LLP
St Helier Liberation House
Jersey, JE1 1ST Castle Street
St Helier
Jersey, JE1 1EY
Administrator Registrar
Apex Financial Services (Alternative Funds) Limited Computershare Investor Services (Jersey) Limited
IFC 5 Queensway House
St Helier Hilgrove Street
Jersey, JE1 1ST St Helier
Jersey, JE1 1ES
Channel Islands
Company Secretary Custodian
Apex Financial Services (Secretaries) Limited HSBC Bank plc
IFC 5 8 Canada Square
St Helier London, E14 5HQ
Jersey, JE1 1ST United Kingdom
Trustee Jersey Legal Advisers
The Law Debenture Trust Corporation plc Mourant Ozannes (Jersey) LLP
8th Floor 22 Grenville Street
100 Bishopsgate St Helier
London, EC2N 4AG Jersey, JE4 8PX
United Kingdom
Olivia Vuillemin (Resigned on 02 July 2025)
Peter Ziemba (Resigned on 07 August 2025)
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Timothy Jeremiah Darcy (Appointed on 07 August 2025)
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Gold Bullion Securities Limited
Directors’ Report
Directors
Vinod Rajput
Bryan Governey
Elizabeth Casely (Appointed on 02 July 2025)
Timothy Darcy (Appointed on 07 August 2025)
Olivia Vuillemin (Resigned on 02 July 2025)
Peter Ziemba (Resigned on 07 August 2025)
Directors’ Interests
Principal Activities
•
through an appropriate counterparty (such as an Approved Applicant as described above); or
•
through a transfer of physical Gold Bullion to the security holders’ own allocated bullion account.
The directors of Gold Bullion Securities Limited (“GBS” or the “Company”) submit herewith the annual report and financial statements of
the Company for the year ended 31 December 2025.
The directors of the Company during and since the end of the financial year are:
No director has an interest in the Shares of the Company as at the date of this report.
The Company earns a management fee by reducing the Gold Entitlement on a daily basis by an agreed amount (the “Gold Sales Charge” or
“Management Fee”) as set out below.
The Company has entered into a service agreement with WisdomTree Management Jersey Limited (“ManJer” or the “Manager”), whereby
ManJer is responsible for supplying or procuring the supply of all management and administration services required by the Company
(including marketing) as well as the payment of costs relating to the listing and issue of Gold Securities. In return for these services, the
Company has an obligation to remunerate ManJer with an amount equal to the Management Fee and the creation and redemption fees earned
(the “ManJer Fee”). The Gold Bullion in respect of the Management Fee is transferred in the form of Gold Bullion on a monthly basis (in
arrears) following agreement with the Trustee from the Company’s custodian accounts directly to ManJer. In addition, creation and
redemption fees are transferred directly to ManJer and there are no cash flows through the Company.
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The Company’s principal activity is the issue and listing of Gold Bullion securities (“Gold Securities”). These Gold Securities allow
investors to gain exposure to gold without needing to take physical delivery of Gold Bullion (“Gold Bullion”). It also allows investors to buy
and sell that interest through the trading of a security on the London Stock Exchange and any other exchange to which that security may be
admitted to trading from time to time.
A Gold Security is a secured, undated zero coupon note of the Company, constituted by a trust instrument, with a face value of USD
0.00001. Under the terms of this trust instrument the Gold Securities are secured on an amount of Gold Bullion equivalent to the entitlement
of each Gold Security (referred to as the “Gold Entitlement”), which is calculated in accordance with an agreed formula published in the
Prospectus. This Gold Bullion is held in custody by designated custodians or their sub-custodians and is the subject of a first legal mortgage
in favour of the Trustee. Gold Bullion, once deposited, may only be removed after approval from the Trustee.
Generally only security holders who have entered into an approved applicant agreement with the Company (“Approved Applicant”) can
submit applications and redemptions directly with the Company.
A holder of a Gold Security is entitled to require the redemption of that Gold Security and receive an amount of Gold Bullion equal to the
Gold Entitlement on the date of redemption (and subject to applicable redemption fees). This redemption may occur:
Gold Bullion Securities Limited
Directors’ Report (Continued)
Review of Operations
Troy Ounces USD Troy Ounces USD
Gold Bullion
1,018,515.171 4,387,712,431 1,128,224.103 2,945,623,898
4,387,712,431 2,945,623,898
•
•
2025 2024
USD USD
Management Fees
14,979,397 11,648,912
Creation and Redemption Fees
13,250 10,250
Total Fee Income 14,992,647 11,659,162
The Company is entitled to:
A Management Fee (at a rate of 0.40% per annum) which reduces the Gold Entitlement of the Gold Securities on a daily basis; and
Creation and redemption fees on the issue and redemption of the Gold Securities.
2025
2024
The Company has a loan facility with HSBC Bank USA, N.A. giving the Company the rights, interest and title to a gold bar that is used to
ensure all Gold Bullion Securities are supported by holdings of gold in allocated form.
IFRS 13 requires the Company to identify the principal market for the Gold Securities and to utilise the available price within that principal
market. The directors consider the stock exchanges where the Gold Securities are listed to be the principal market and as a result the fair
value of the Gold Securities is the on-exchange price as quoted on the stock exchange demonstrating active trading with the highest trading
volume. As a result of the difference in valuation between Gold Bullion and Gold Securities there is a mis-match between the values
recognised, and the results of the Company reflect a gain or loss on the difference between the value of the Gold Bullion (through the
application of the price published by the LBMA against the Gold Entitlement referred to within these financial statements as the “Contractual
Value”) and the price of Gold Securities.
The most recent Prospectus was issued on 8 July 2025. The Gold Securities are listed on the London Stock Exchange, the Deutsche Börse,
the Borsa Italiana and the NYSE Euronext Paris.
The gain or loss on Gold Securities and Gold Bullion is recognised through profit or loss in line with the Company’s accounting policy. This
is presented in more detail in notes 8 and 9 to these financial statements.
The Company holds Gold Bullion to support the Gold Securities as determined by the Gold Entitlement. Gold Bullion is marked to fair
value using the latest price published by the London Bullion Market Association (“LBMA”). The Company has entered into contractual
obligations to issue and redeem Gold Securities in exchange for Gold Bullion as determined by the Gold Entitlement on each trading day.
The Gold Bullion in respect of each creation and redemption is recorded using the price published by the LBMA on the transaction date. The
fair value of the Gold Bullion as at 31 December amounted to:
The Company’s exposure to risk is disclosed in note 15 to the financial statements.
During the year, the Company generated income from Management Fees and Creation and Redemption fees as follows:
The change in Gold Entitlement of the Gold Securities reduces the value of the Gold Securities. This reduction equates to the Management
Fee amount in Gold Bullion, that is recognised for that day per Gold Security in issue on that day. The Management Fees are accrued and
recognised on a daily basis until invoiced and settled by transfer of the Gold Bullion. The amount recognised as income is calculated by
applying the average LBMA Price to the total Management Fee accrued on a monthly basis.
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Gold Bullion Securities Limited
Directors’ Report (Continued)
Review of Operations (continued)
Non-GAAP Performance Measures
Future Developments
Directors’ Remuneration
Going Concern
The directors closely monitor the financial position and performance of ManJer, its assets under management, and therefore its related
revenue streams, in respect of fulfilling the obligations under the services agreement. As Gold Bullion is held to support Gold Securities, any
deficit or surplus reported on unrealised positions would be reversed on a subsequent redemption of the Gold Securities and the related
transferred of Gold Bullion. A reported deficit is not considered indicative of any issues relating to solvency of the Company and the
directors are satisfied that any obligations arising in respect of the Gold Securities can be managed in accordance with the terms of the
applicable Prospectus.
The directors continue to monitor price changes impacting the Gold Bullion. Market volatility increased at the beginning of 2026 the impact
of geopolitical developments, including the recent significant escalation of conflict in the Middle East since February 2026, which has
heightened regional instability and continues to create rapidly evolving geopolitical and economic conditions. These developments may
influence market sentiment and global economic activity, and the directors remain alert to any potential implications for the Company’s
operations and Gold Bullion and, will take any potential actions needed or as required under the terms of the prospectus, as facts and
circumstances are subject to change and may be specific to investments and jurisdictions. The directors consider the operations of the
Company to be ongoing, with a reasonable expectation that the Company has adequate resources to continue in operational existence until 30
April 2027(being the period of assessment), and accordingly these financial statements have been prepared on the going concern basis.
No director has a service contract with the Company. The directors of the Company who are employees within the WisdomTree, Inc. group
do not receive separate remuneration in their capacity as directors of the Company. The directors of the Company who are employees of
Apex Financial Services (Alternative Funds) Limited ("Apex" or the "Administrator") do not receive separate remuneration in their capacity
as directors of the Company, however Apex receives a fee from ManJer which includes services in respect of the Company, including for the
provision of directors who are employees of Apex.
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Under the terms of the service agreement with ManJer, the Company accrued expenses equal to the management fees and the creation and
redemptions fees, which, after taking into account other operating income and expenses, resulted in a result before fair value movements for
the year of USD Nil (2024: USD Nil).
As the difference in the valuation of Gold Bullion would be reversed on a subsequent redemption of the Gold Securities and transfer of the
corresponding Gold Bullion (as described further in note 9 to the financial statements), the Company presents an adjusted Statement of Profit
or Loss and Total Comprehensive Income and an adjusted Statement of Changes in Equity in note 18 to the financial statements.
The Board members are not aware of any developments that might have a significant effect on the operations of the Company in subsequent
financial periods not already disclosed in this report or the attached financial statements.
The nature of the Company’s business dictates that the outstanding Gold Securities may be redeemed at any time by Authorised Participants
and in certain circumstances by individual holders and also, in certain circumstances, may be compulsorily redeemed by the Company. As
the redemption of Gold Securities will always coincide with the transfer of an equal amount (in value) of Gold Bullion, liquidity risk is
mitigated such that there is no material residual risk. All other expenses of the Company are met by ManJer.
Gold Bullion Securities Limited
Directors’ Report (Continued)
Dividends
Corporate Social Responsibility
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There were no dividends declared or paid in the year (2024: USD Nil). It is the Company’s policy that dividends will only be declared when
the directors are of the opinion that there are sufficient distributable reserves.
Sustainability and corporate responsibility are embedded throughout the business of the WisdomTree, Inc and its subsidiaries (the
"WisdomTree group") as it is believed this benefits shareholders and employees of the WisdomTree group, investors in WisdomTree's
products as well as wider society.
Environmental, Social and Governance (“ESG”) investing is guided at the WisdomTree group level by an ESG Steering Committee, which
includes senior leaders from across the WisdomTree group business, and which includes several sub-committees focused on particular ESG
considerations, such as improving data and transparency into the ESG attributes of WisdomTree’s products. Particular ESG considerations
relevant to the Company’s products are overseen by the directors, leveraging the work undertaken by the ESG Steering Committee. More
information on WisdomTree’s corporate social responsibility strategy can be found on the WisdomTree group website
(https://www.wisdomtree.eu/en-gb/wisdomtree-corporate-responsibility).
The Board acknowledges that climate change and its impact on the global economy is of increasing interest and focus for stakeholders and
that, where relevant, stakeholders will seek information from companies regarding how climate change is expected to impact the operations
of the business and how climate change risk has been considered in the context of reported results.
In acknowledging the above, the Board has considered the Company’s exposure to climate change and determined that due to the nature of
the Company and its operations there are no directly observed impacts of climate change on the business. As a result, the Board concluded
that there is no basis on which to provide extended information of analysis relating to climate change, including as part of the basis of
accounting or individual accounting policies adopted by the Company.
In the above determination, the Board has concluded specifically that climate change, including physical and transition risks, does not have a
material impact on the recognition and separate measurement considerations of the assets and liabilities in these financial statements as at 31
December 2025.
This conclusion is based on the fact that assets are reported at fair value under International Financial Reporting Standards, and as set out in
note 15 to the financial statements are categorised as Level 2 of the fair value hierarchy due to the use of observable, verifiable inputs and
third party information sources. The liabilities are valued utilising listed market prices at the reporting date. These observable inputs and
market prices will reflect wider market sentiment, which inherently includes market perspectives relating to the impact of climate change.
The Board recognises that government and societal responses to climate change risks are still developing and the future impact cannot be
predicted. Future valuations of assets and liabilities may therefore differ as the market responds to these changing impacts or assesses the
impact of current requirements differently.
Gold Bullion Securities Limited
Directors’ Report (Continued)
Employees
Auditor
Principal Risks and Uncertainties
The fair value of the Gold Securities as at 31 December amounted to:
Number USD Number USD
Gold Securities
11,128,646 4,388,915,409 12,278,039 2,945,440,166
4,388,915,409 2,945,440,166
The Company does not have any employees (2024: none). It is the Company’s policy to use the services of specialist subcontractors or
consultants as far as possible.
The Independent Auditor is Ernst & Young LLP. A resolution to re-appoint Ernst & Young LLP will be proposed at the next Board meeting
of the Directors on behalf of the sole shareholder.
The Gold Securities provide investors with exposure to gold. Each Gold Security is a debt instrument whose redemption price is linked to the
value of the underlying Gold Bullion. The Gold Securities are issued under a limited recourse arrangement whereby the holders have
recourse only to the Gold Bullion held to support the Gold Securities and not to the Company.
Any movements in the value of the Gold Bullion are wholly attributable to the holders of the Gold Securities, therefore the Company has no
residual exposure to movements in the value of the Gold Bullion. From a commercial perspective the Company does not retain any net gains
or losses or net risk exposures, as the gains or losses on the liability represented by the Gold Securities are matched economically by
corresponding losses or gains attributable to the Gold Bullion (see detail on page 3 regarding the accounting mis-match).
Furthermore, the Company has an obligation to remunerate ManJer with the ManJer Fee, which results in the Company recognising a result
before fair value movements of nil at each reporting date. As a result, the principal risks and uncertainties to which the Company is exposed
has not materially changed during the year ended 31 December 2025.
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There is an inherent risk from the point of view of investors as the value of gold, and thus the value of the Gold Securities, may vary widely
due to, amongst other things, changing supply and demand for gold, government and monetary policy or intervention, interest rate levels and
global or regional political, economic or financial events. The market price of Gold Securities is (and will remain) a function of supply and
demand amongst investors wishing to buy and sell Gold Securities and the bid or offer spread that the market makers are willing to quote.
Movements in the value of the underlying Gold Bullion, and thus the value of the Gold Securities, may vary widely which could have an
impact on the demand for the Gold Securities issued by the Company. These movements are shown in notes 8 and 9 to the financial
statements.
2025
2024
Gold Bullion Securities Limited
Directors’ Report (Continued)
Movement
2025 2024 %
Gold Bullion
4,307.95 2,610.85
65.00%
2025 Review
Future Outlook
Movements in the value of the underlying Gold Bullion may vary widely which could have an impact on the demand for the Gold Bullion
issued by the Company. The movement in the price of the Gold Bullion as at 31 December are:
LBMA Price
Further information on the contractual value of the Gold Bullion on a daily basis can be found on the WisdomTree website
(https://www.wisdomtree.eu/en-gb/products).
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Gold delivered an exceptional performance in 2025, rising 65% over the year, marking its strongest annual gain since 1979. The rally
reflected a powerful combination of macroeconomic, geopolitical and structural forces that increasingly challenged confidence in fiat
currencies and the global economic order. A key catalyst was the escalation of trade fragmentation following the introduction of US
“Liberation Day” tariffs in April, which triggered fears of a sharp contraction in global trade and renewed disruption to supply chains. At the
same time, geopolitical risks intensified as the erosion of long-standing security arrangements — including a partial withdrawal of US
military support for Europe — reinforced gold’s appeal as a defensive asset.
Concerns over fiscal dominance also moved firmly into focus. Rising government debt levels and growing political pressure on central bank
independence increased fears that monetary policy would ultimately be subordinated to fiscal needs. In this environment, gold increasingly
traded as a pseudo-currency, benefiting from its limited supply growth and independence from central bank balance sheets. Structural
demand provided an additional tailwind. Central banks continued to accumulate gold at record levels, while new sources of demand emerged.
China approved pilot programmes allowing insurance companies to invest in gold, Indian pension funds gained limited access to gold ETFs,
and digital asset issuers such as Tether significantly increased their gold holdings. Together, these developments underscored a broadening
and deepening investor base for the metal. By year-end, gold prices stood far above prior cyclical peaks, prompting debate as to whether the
metal is transitioning away from its historical “steady state” into a new equilibrium driven by trade realignment, geopolitical risk and reserve
diversification.
Recent episodes of extreme intraday moves highlight that gold may be transitioning away from its historical “steady state”, with price
discovery increasingly influenced by non-traditional channels and episodic geopolitical shocks. While short-term swings may persist, we
view volatility as a by-product of gold’s evolving role rather than a sign of weakening fundamentals. For long-term investors, periods of
heightened volatility may offer opportunities to build or rebalance exposure in an environment characterised by geopolitical uncertainty and
constrained policy credibility.
We believe the structural forces that supported gold in 2025 are likely to remain firmly in place through 2026. Geopolitical risks remain
elevated, with fragile ceasefires, heightened trade fragmentation and a partial erosion of long-standing security arrangements continuing to
underpin demand for defensive assets. At the same time, rising public debt levels and concerns around fiscal dominance reinforce gold’s role
as a pseudo-currency and a hedge against potential fiat debasement. Central bank demand is expected to remain strong, while newer sources
of institutional demand — including insurance companies, pension funds and digital asset issuers — are likely to continue accumulating gold
gradually. Together, these dynamics suggest that gold’s investor base is broadening beyond traditional cyclical and speculative buyers. We
expect price volatility to remain higher than in past cycles as markets adjust to these structural shifts.
Additional information on other financial and operational risks and uncertainties faced by the Company, including further details surrounding
the value of Gold Securities and the Gold Bullion are disclosed in note 15 of these financial statements.
Gold Bullion Securities Limited
Directors’ Report (Continued)
Corporate Governance
Internal Control
Audit Committee
Vinod Rajput
Director
Jersey
Date:
24 April 2026
There is no standard code of corporate governance in Jersey. The operations, as previously described in the Directors’ Report, are such that
the directors have determined that the Company is not required to apply, and has elected not to voluntarily apply, the UK Corporate
Governance Code.
The Board has not established a separate audit committee; instead the Board meets to consider the financial reporting by the Company, the
internal controls, and relations with the external auditor. In addition, the Board reviews the independence and objectivity of the auditor.
The Board, having reviewed the effectiveness of the internal control systems of the Manager and the Administrator, does not consider that
there is a need for the Company to establish its own internal audit function.
ManJer provides management and other services to both the Company and other related party companies issuing exchange-traded products.
The Company is dependent upon ManJer to provide management and administration services to it. ManJer is licensed under the Financial
Services (Jersey) Law 1998 to conduct classes U and Z of Fund Services Business. ManJer outsources the administration services in respect
of the Company to the Administrator. Documented contractual arrangements are in place with the Administrator which define the areas
where the authority is delegated to them. The performance of the Manager and Administrator are reviewed on an ongoing basis by the Board
through their review of periodic reports.
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The constitution of the Board is disclosed on page 2. The Board meets regularly as required by the operations of the Company, but at least
quarterly to review the overall business of the Company and to consider matters specifically reserved for its review.
As the Board is small, there is no nomination committee and appointments of new directors are considered by the Board as a whole. The
Board does not consider it appropriate that directors should be appointed for a specific term. Furthermore, the corporate governance
framework implemented and constitution of the Board is such that it is considered unnecessary to identify a senior non-executive director.
During the year, the Company did not have any employees or subsidiaries, and there is no intention that this will change. The Company,
being a special purpose company established for the purpose of issuing Gold Securities, has not undertaken any business, save for issuing
and redeeming Gold Securities, entering into the required documents, performing the obligations and exercising its rights in relation thereto,
since its incorporation. The Company does not intend to undertake any business other than issuing and redeeming Gold Securities and
performing the obligations and exercising its rights in relation thereto.
Gold Bullion Securities Limited
Statement of Directors’ Responsibilities
•
•
•
•
•
•
•
By order of the Board
Vinod Rajput
Director
Jersey
Date:
24 April 2026
use the going concern basis of accounting unless they either intend to liquidate the Company or to cease operations, or have no realistic
alternative but to do so.
Under Company Law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of
the state of affairs of the Company and of the profit or loss of the Company for that period. In preparing these financial statements, the
directors are required to:
select suitable accounting policies and then apply them consistently;
make judgements and estimates that are reasonable and prudent;
With regard to Directive 2004/109/EC, amended by Directive 2013/50/EU (collectively the Transparency Directive), the Central
Bank (Investment Market Conduct) Rules of the Central Bank of Ireland and the Disclosure Guidance and Transparency Rules of the
Financial Conduct Authority, the directors confirm that to the best of their knowledge that:
the financial statements for the year ended 31 December 2025 give a true and fair view of the assets, liabilities, financial position and
profit or loss of the Company as required by law and in accordance with IFRS as issued by the IASB; and
the Directors’ Report gives a fair view of the development and performance of the Company’s business, including financial
position and the important events that have occurred during the year, and their impact on these financial statements, together with a
description of the principal risks and uncertainties they face.
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The directors are responsible for preparing the financial statements in accordance with applicable law and regulations.
Company Law requires the directors to prepare financial statements for each financial year. Under that law they have elected to prepare the
financial statements in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting
Standards Board (“IASB”) and applicable law.
The directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company’s
website. Legislation in Jersey governing the preparation and dissemination of financial statements may differ from legislation in other
jurisdictions.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company’s transactions and
disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements
comply with the Companies (Jersey) Law 1991. They are responsible for such internal control as they determine is necessary to enable the
preparation of financial statements that are free from material misstatement, whether due to fraud or error, and have general
responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Company and to prevent and detect fraud
and other irregularities.
state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the
financial statements;
assess the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern; and
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF
GOLD BULLION SECURITIES LIMITED
Opinion
We have audited the financial statements of
Gold Bullion Securities Limited
(the “company”)
for the
year
ended
31 December
2025
which comprise
the
Statement of Profit or Loss and Other
Comprehensive Income, the Statement of Financial Position,
the Statement of Changes in Equity,
the
Statement of Cash Flows and the related notes 1 to
18,
including
material accounting policy
information.
The financial reporting framework that has been applied in their preparation is applicable
law and
International Financial Reporting Standards
as issued by the International Accounting
Standards Board (“IFRS”).
In our opinion, the financial statements:
► give a true and fair view of the
state of the
company’s affairs as at
31 December
2025
and of
its loss
for the
year
then ended;
► have been properly
prepared in accordance
with IFRS;
► have been
properly
prepared in accordance with the requirements of the Companies
(Jersey)
Law 1991.
Basis
for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs
(UK)) and
applicable law.
Our responsibilities under those standards are further described in the
Auditor’s
responsibilities for the audit of the financial statements
section of our report. We are independent of
the
company in accordance with the
ethical requirements that are relevant to our audit of the financial
statements, including the
UK
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.
Conclusions relating to
going concern
In auditing the financial statements, we have concluded that the directors’ use of the going concern
basis of accounting in the preparation of the financial statements is appropriate. Our evaluation of the
directors’
assessment of the
company’s ability to continue to adopt the going concern basis of
accounting included:
► We obtained an understanding of management’s rationale for using the going concern basis
of
accounting
and
confirmed our understanding of management’s Going Concern
assessment
process
including
the process they adopted to capture all key factors in their
assessment;
► We obtained management’s board approved going concern assessment covering the period of
assessment from the date of signing
to 30 April
2027.
Management’s
assessment has
focused on a combination of;
o Assessing the ongoing viability of the
company
through continued involvement of its
Custodian and Authorised Participants;
o Assessing the ongoing ability of WisdomTree Management Jersey Limited (“ManJer”)
to continue to meet its obligations as manager and pay all expenses of the
company.
This includes consideration of the assets under management of
all
managed issuer
entities (“Issuer Platform”)
which includes this company. In assessing this ability
management
considered the fixed and variable operating costs that could be
supported under varying levels of total assets under management for the Issuer
Platform.
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INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF GOLD BULLION SECURITIES LIMITED
(continued)
► Using our understanding of the business, we evaluated whether the considerations and
method adopted by management in assessing going concern was appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to
events or conditions that, individually or collectively, may cast significant doubt on the company’s
ability to continue as a going concern
for a
period
to 30 April
2027.
Our responsibilities and the responsibilities of the directors with respect to going concern are
described in the relevant sections of this report.
However, because not all future events or conditions
can be predicted, this statement is not a guarantee as to the
company’s ability to continue as a going
concern.
Overview of our audit approach
Key audit
matters
► Valuation of Financial Liabilities at fair value through profit and loss – Gold
Securities
Materiality
► Overall materiality of US$44m which represents 1% of total assets.
An overview of the scope of our audit
Tailoring the scope
Our assessment of audit risk, our evaluation of materiality and our allocation of performance
materiality
determine
our
audit
scope
for
the
company.
This
enables
us
to
form
an
opinion
on
the
financial
statements. We take into account size, risk profile, the organisation of the
company and effectiveness
of
controls,
changes
in
the
business
environment
and
the
potential
impact
of
climate
change
when
assessing
the
level
of
work
to
be
performed.
All
audit
work
was
performed
directly
by
the
audit
engagement team.
Changes from the prior year
There were no scoping changes compared to the prior year.
Climate change
There has been increasing interest from stakeholders as to how climate change will impact
companies. The company has determined that there are no directly observed impacts of climate
change on the business due to the nature of the company and its operations.
This is
explained on
page
5
in the
corporate social responsibility section, which form part of the “Other information,” rather
than the audited financial statements. Our procedures on these disclosures therefore consisted solely
of considering whether they are materially inconsistent with the financial statements or our knowledge
obtained in the course of the audit or otherwise appear to be materially misstated.
Our audit effort in considering climate change was focused on
evaluating management’s assessment
of the impact of climate risk, physical and transition, the adequacy of the company’s disclosures in the
financial statements as set out in
note 2
and conclusion that there was no further impact of climate
change to be taken into account as the material assets and liabilities are valued based on market
pricing as required by IFRS.
www.wisdomtree.eu
- 11 -
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF GOLD BULLION SECURITIES LIMITED
(continued)
Key audit matters are those matters that, in our professional judgement, were of most significance in
our audit of the financial statements of the current period and include the most significant assessed
risks of material misstatement (whether or not due to fraud) that we identified. These matters included
those which had the greatest effect
on
the overall audit strategy, the allocation of 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 our opinion thereon, and we do
not provide
a separate opinion on these matters.
Risk
Our response to the risk
Key observations
communicated to the Board
Valuation of Financial
Liabilities at fair value through
profit or loss
–
Gold Securities
2025:
USD
4,388,915,409
(2024: USD
2,945,440,166)
Refer to the Accounting policies
(page 24);
and Note 9 of the
Financial Statements (pages 29-30)
Risk that values of securities in
issue are misstated or that
valuations
are
incorrectly
captured.
The
Gold
Securities in issue
comprise a financial instrument
that provide holders of issued
securities with exposure to
movements in prices of
Gold
without needing to take physical
delivery.
The
Gold
Securities are carried
at
fair
value
as
a
Financial
Liability.
The risk comprises the risk of
errors in both the valuation
methodology applied and,
in the
source,
and timing of valuation
inputs utilised.
The balance of
Gold
Securities
represents
99%
of
the
company’s
total liabilities as
at
31
December
2025
(2024:
99%)and
therefore
any
error
in
valuation
approach
could
be
significant.
The
risk
has
remained
consistent
with that observed in
the prior
year.
Our response to the risk
comprised:
We walked through the
company’s systems,
controls
and process
implemented in
respect of the valuation
of Gold
Securities.
We
assessed
the
design of the
company’s systems and controls
implemented in respect of
Gold
Securities
valuation.
In executing our strategy,
we
adopted a fully substantive
approach.
assessedWe
the
appropriateness of the valuation
applied,methodology
comprising the use of traded
security prices to value the
Gold
relevantagainstSecurities,
IFRS requirements.
obtainedindependentlyWe
There were no matters identified
during our audit work on
valuation of Gold Securities that
we brought to the attention of
the Board of Directors of the
company.
Based on our testing we are
satisfied that the valuation of
Gold Securities is not materially
misstated.
Key audit matters
www.wisdomtree.eu
security prices using external
pricing sources at the balance
sheet date.
We recalculated
the value of
Gold
Securities held at
31 December 2025, by
multiplying the security price by
the confirmed security balance
in issue. This represented 100%
of the total value of Gold
Securities in issue.
- 9 -
- 12 -
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF GOLD BULLION SECURITIES LIMITED
(continued)
Our application of materiality
We apply the concept of materiality in planning and performing the audit,
in evaluating the effect of
identified misstatements on the audit and in forming our audit opinion.
Materiality
The magnitude of an omission or misstatement that, individually or in the aggregate, could reasonably
be expected to influence the economic decisions of the users of the financial statements. Materiality
provides a basis for determining the nature and extent of our audit procedures.
We determined materiality for the
company to be
US$44
million (2024:
US$29.5
million), which is
1%
(2024:
1%) of
Total Assets.
We believe that
Total Assets
provides us with
an appropriate basis for audit
materiality as Total Assets reflects the relevant exposure of holders of issued securities to the
underlying asset base.
There has been no change in the basis of materiality
used compared to the prior year.
Performance materiality
The application of materiality at the individual account or balance level. It is set at an amount to
reduce to an appropriately low level the probability that the aggregate of uncorrected and undetected
misstatements exceeds materiality.
On the basis of our risk assessments, together with our assessment of the
company’s overall control
environment, our judgement was that performance materiality was
50% (2024:
50%) of our planning
materiality, namely
US$22m
(2024:
US$14.8m).
We have set performance materiality
in both periods
at this percentage
in response to the value of errors identified and corrected in the financial statement
close process.
Reporting threshold
An amount below which identified misstatements are considered as being clearly trivial.
We agreed with the
Board
that we would report to them all uncorrected audit differences in excess of
US$2.2m
(2024:
US$1.5m),
which is set at 5%
of materiality,
as well as differences below that
threshold that, in our view, warranted reporting on qualitative grounds.
We evaluate any uncorrected misstatements against both the quantitative measures of materiality
discussed above and in light of other relevant qualitative considerations in forming our opinion.
Other information
The other information comprises the information included in the annual report set out on pages
1 to 9,
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 financial statements does not cover the other information and, except to the extent
otherwise explicitly stated in this 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 the other information, we are required
to report that fact.
- 13
-
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INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF GOLD BULLION SECURITIES LIMITED
(continued)
We have nothing to report in this regard.
Matters on which we are required to report by exception
We have nothing to report in respect of the following matters in relation to which the Companies
(Jersey) Law 1991
requires us to report to you if, in our opinion:
► proper accounting records have not been kept by the company, or proper returns adequate for our
audit have not been received from branches not visited by us; or
► the financial statements are not in agreement with the
company’s
accounting records and returns;
or
► we have not received all the information and explanations we require for our audit.
Responsibilities of
directors
As explained more fully in the
Statement of Directors’ Responsibilities set out on page 9, the directors
are
responsible for the preparation of the financial statements
and for being
satisfied
that
they
give a
true and fair view,
and for such internal control as
the directors determine
is necessary to enable the
preparation of financial statements that are free from material misstatement, whether due to fraud or
error.
In preparing the financial statements,
the directors
are responsible
for assessing the
company’s
ability
to continue as a going concern, disclosing, as applicable, matters related to going concern and using
the going concern basis of accounting unless
the directors
either intend to liquidate the
company
or to
cease operations, or have
no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole
are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high level of
assurance,
but
is not a guarantee that
an audit conducted in accordance with ISAs
(UK)
will always detect a material misstatement when it
exists. Misstatements can arise from fraud or error and are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the economic decisions of users taken on
the basis of these financial statements.
Explanation as to what extent the audit was considered capable of detecting irregularities,
including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design
procedures in line with our responsibilities, outlined
above, to detect irregularities, including fraud.
The
risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one
resulting from error,
as fraud may involve deliberate concealment by,
for example,
forgery or
intentional misrepresentations, or through collusion.
The extent to which our procedures are capable
of detecting irregularities, including fraud is detailed below.
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- 14 -
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF GOLD BULLION SECURITIES LIMITED
(continued)
However,
the primary responsibility for the prevention and detection of fraud rests with both those
charged with governance of the
company
and management.
► We obtained an understanding of the legal and regulatory frameworks
that are applicable to
the company
and determined that the most significant are
those that relate to the reporting
framework,
comprising IFRS and
the
Companies (Jersey)
Law 1991. In addition,
we
concluded that there are certain significant laws and regulations that may have an effect on
the presentation and disclosure of the financial statements being the applicable Listing Rules
of
the Central Bank of Ireland (Investment Market Conduct)
and
UK Listing Authority
Rules;
► We understood how
Gold Bullion Securities Limited is complying with those frameworks by
making enquiries of the directors and key management of the administrative service provider.
We corroborated our enquiries through our review of minutes of Board meetings,
papers
provided to the board and correspondence received from regulatory bodies and noted no
contradictory evidence;
► We assessed the susceptibility of the company’s financial statements to material
misstatement, including how fraud might occur by
understanding the investment objectives of
the Company and discussing with management to understand where reporting was
considered susceptible to fraud. Where this risk was considered to be higher, we performed
audit procedures in response to the identified fraud risk. These procedures included testing of
transactions to supporting documentation, testing of specific accounting
journal
entries,
and
focussed testing,
including that referred to in the key audit matters section above. These
procedures were designed to provide reasonable assurance that the financial statements were
free from fraud or error;
► Based on this understanding we designed our audit procedures to identify non-compliance
with such laws and regulations. Our procedures involved
reading
board minutes to identify any
non-compliance with laws and regulations, a review of any associated reporting submitted to
the board on compliance with laws and regulations and enquiries of members of management
of the appointed administrative service provider;
As the
Company
operates in the asset management industry the Audit Partner
assessed
the
experience of the engagement team and concluded that the team had the appropriate competence
and capabilities.
A further description of our responsibilities for the audit of the financial statements is located on the
Financial Reporting Council’s website at
https://www.frc.org.uk/auditors
responsibilities.
This
description forms part of our auditor’s report.
Other matters we are required to address
► Following the recommendation from those charged with governance,
we were appointed by the
company on
3 December 2019
to audit the financial statements for the year ending
31 December
2019 and subsequent financial periods.
The period of total uninterrupted engagement including previous renewals and reappointments is
7
years, covering the years ending
31 December 2019 to 31 December
2025.
The non-audit services prohibited by the FRC’s Ethical Standard were not provided to the
company and we remain independent of the
company in conducting the audit. The audit opinion
is consistent with the additional report to those charged with governance.
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- 15 -
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF GOLD BULLION SECURITIES LIMITED
(continued)
Use of our report
This report is made solely to the company’s members, as a body, in accordance with Article 113A of
the Companies (Jersey) Law 1991. 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.
Ove
Toennes
Svejstrup
for and on behalf of Ernst & Young LLP
Jersey, Channel Islands
Date:
24 April 2026
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- 16 -
Gold Bullion Securities Limited
Statement of Profit or Loss and Other Comprehensive Income
For the year ended 31 December 2025
Year ended Year ended
31 December 31 December
2025 2024
Notes USD USD
Income 3 14,992,647 11,659,162
Expenses 3 (14,992,647) (11,659,162)
Result Before Fair Value Movements - -
Change in Fair Value of Gold Bullion 8 1,856,865,829 680,398,995
Change in Fair Value of Gold Securities 9 (1,858,252,539) (673,575,944)
(Loss)/Profit for the Year
1,
2
(1,386,710) 6,823,051
Note: The Directors consider the Company's activities as continuing.
The notes on pages 21 to 39 form part of these financial statements
- 17 -
www.wisdomtree.eu
2
There are no items of Other Comprehensive Income, therefore the (Loss)/Profit for the Year also represents the Total Comprehensive Income for the Year.
1 A non-statutory and non-GAAP Statement of Profit or Loss and Other Comprehensive Income reflecting adjustments representing the movement in the
difference between the value of Gold Bullion and the price of Gold Securities is set out in note 18 to the financial statements.
Gold Bullion Securities Limited
Statement of Financial Position
As at 31 December 2025
As at As at
31 December 31 December
2025 2024
Notes USD USD
Assets
Gold Bullion
8 4,387,712,431 2,945,623,898
Gold Swing Bar 5 1,852,419 1,122,666
Amount Receivable in Respect of Assets Awaiting Settlement 8 4,820,442 -
Amounts Receivable on Securities Awaiting Settlement 9 3,585,453 -
Gold Bullion Held in Respect of Management Fees 6
1,497,824 1,003,428
Trade and Other Receivables
7 146,320 145,570
Total Assets
4,399,614,889 2,947,895,562
Liabilities
Gold Securities 9 4,388,915,409 2,945,440,166
Gold Loan 11 1,852,419 1,122,666
Amount Payable in Respect of Assets Awaiting Settlement 8 3,585,453 -
Amounts Payable on Securities Awaiting Settlement 9 4,820,442 -
Trade and Other Payables 10
1,502,324
1,007,178
Total Liabilities
4,400,676,047 2,947,570,010
Equity
Capital 12 142 142
Share Premium 13 141,678 141,678
Revaluation Reserve
18
(1,202,978) 183,732
Total Equity (1,061,158) 325,552
Total Equity and Liabilities 4,399,614,889 2,947,895,562
Vinod Rajput
Director
The assets and liabilities in the above Statement of Financial Position are presented in order of liquidity from most to least liquid.
- 18 -
The notes on pages 21 to 39 form part of these financial statements
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The
financial
statements
on
pages
17
to
39
were
approved
and
authorised
for
issue
by
the
Board
of
Directors
and
signed
on
its
behalf
on
24 April 2026.
Gold Bullion Securities Limited
Statement of Changes in Equity
As at 31 December 2025
Stated Share Retained Revaluation Total
Capital Premium Earnings Reserve Equity
Notes USD USD USD USD USD
142 141,678 - (6,639,319) (6,497,499)
- - 6,823,051 - 6,823,051
18 - - (6,823,051) 6,823,051 -
142 141,678 - 183,732 325,552
142 141,678 - 183,732 325,552
- - (1,386,710) - (1,386,710)
18 - - 1,386,710 (1,386,710) -
142 141,678 - (1,202,978) (1,061,158)
3 A non-statutory and non-GAAP Statement of Changes in Equity reflecting adjustments representing the difference between the value of
Gold Bullion and the price of Gold Securities is set out in note 18 to the financial statements.
Balance at 31 December
2024
3
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Profit and Total
Comprehensive
Income/(Expense) for the
Year
Balance at 31 December
2025
3
Transfer to Revaluation
Reserve
Balance at 1 January 2024
Balance at 1 January 2025
Loss and Total
Comprehensive
Income/(Expense) for the
Transfer to Revaluation
Reserve
The notes on pages 21 to 39 form part of these financial statements
- 19 -
Gold Bullion Securities Limited
Statement of Cash Flows
As at 31 December 2025
Year ended Year ended
31 December 31 December
2025 2024
USD USD
(Loss)/Profit for the Year (1,386,710) 6,823,051
Non-cash Reconciling Items
Change in Fair Value of Gold Bullion (1,856,865,829) (680,398,995)
Change in Fair Value of Gold Securities 1,858,252,539 673,575,944
Revaluation of Gold Swing Bar (729,753) (235,834)
Increase in Gold Loan Due to Change in Gold Price 729,753 235,834
Cash Generated from Operating Activities
- -
Net Movement in Cash and Cash Equivalents - -
Cash and Cash Equivalents at the Beginning of the year
- -
Cash and Cash Equivalents at the end of the year - -
Gold Securities are issued through a direct transfer of Gold Bullion from the Approved Applicants to the Custodian or redeemed by the direct
transfer of Gold Bullion by the Custodian to the Approved Applicants. As such the Company is not a party to any cash transactions. The
creations and redemptions of Gold Securities and additions and disposals of Gold Bullion, which are non-cash transactions for the Company,
are disclosed in notes 8 and 9 to the financial statements in the reconciliation of opening to closing Gold Securities and Gold Bullion.
The Company has entered into a service agreement with WisdomTree Management Jersey Limited (“ManJer” or the “Manager”), whereby
ManJer is responsible for supplying or procuring the supply of all management and administration services required by the Company
(including marketing) as well as the payment of costs relating to the listing and issue of Gold Securities. In return for these services, the
Company has an obligation to remunerate ManJer with an amount equal to the Management Fee and the creation and redemption fees earned,
less expenses (the “ManJer Fee”). The Gold Bullion in respect of the Management Fee is transferred by the Trustee from the Company’s
custodian accounts to ManJer’s custodian accounts. In addition, amounts in respect of the creation and redemption fees are transferred
directly from the Approved Applicants to ManJer and there are no cash flows through the Company. These fees are disclosed in note 3 to the
financial statements.
The notes on pages 21 to 39 form part of these financial statements
- 20 -
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Gold Bullion Securities Limited
Notes to the Financial Statements
For the year ended 31 December 2025
1. General Information
(1)
(2)
Gold Bullion Securities Limited (the “Company”) is a company incorporated and domiciled in Jersey. The address of the registered office is
IFC 5, St Helier, Jersey, JE1 1ST.
The Company’s principal activity is the issue and listing of Gold Bullion securities (“Gold Securities”). These Gold Securities allow
investors to gain exposure to gold without needing to take physical delivery of Gold Bullion (“Gold Bullion”). It also allows investors to buy
and sell that interest through the trading of a security on the London Stock Exchange and any other exchange to which that security may be
admitted to trading from time to time. A Gold Security is a secured, undated zero coupon note of the Company, constituted by a trust
instrument, with a face value of USD 0.00001. Under the terms of this trust instrument the Gold Securities are secured on an amount of Gold
Bullion equivalent to the entitlement of each Gold Security (referred to as the “Gold Entitlement”), which is calculated in accordance with an
agreed formula published in the Prospectus.
- 21 -
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No creation or redemption fees are payable to the Company when investors trade in the Gold Securities on a listed market such as the London
Stock Exchange. Creation and redemption fees may also be waived for certain approved persons where applicable.
The Company has entered into a service agreement with WisdomTree Management Jersey Limited (“ManJer” or the “Manager”), whereby
ManJer is responsible for supplying or procuring the supply of all management and administration services required by the Company
(including marketing) as well as the payment of costs relating to the listing and issuance of Gold Securities. In return for these services, the
Company pays ManJer an amount equal to the Management Fee and the Creation and Redemption Fees earned (the “ManJer Fee”). As a
result, the Company recognises a result before fair value movements of nil for each period.
The Company holds Gold Bullion to support the Gold Securities as determined by the Gold Entitlement. The Company does not make gains
from trading in the underlying Gold Bullion. The Gold Securities are issued under limited recourse arrangements whereby the holders have
recourse only to the Gold Bullion held to support the Gold Securities and not to the Company. As a result (and with the exception of the
impact of Management Fees), from a commercial perspective gains and losses in respect of Gold Bullion will always be offset by
corresponding loss or gain on the Gold Securities and therefore commercially the Company does not retain any net gains or losses or net risk
exposures. However, the difference in valuation between Gold Bullion and Gold Securities creates a mis-match between the values reported
within these financial statements. This difference in valuation would be reversed on a subsequent redemption of the Gold Securities and
transfer of the corresponding Gold Bullion. Further details are disclosed within the Accounting Policies and in note 18 to the financial
statements, with additional information regarding the risks of the Company disclosed in note 15 to the financial statements. Furthermore,
the Company presents an adjusted Statement of Profit or Loss and Other Comprehensive Income and an adjusted Statement of Changes in
Equity in note 18 to the financial statements to reflect the economic results of the Company through the reversal of the difference in valuation
between Gold Bullion and Gold Securities given the gain or loss would be reversed on a subsequent redemption of the Gold Securities and
transfer of the corresponding Gold Bullion, and therefore will not be realised.
Exchange-traded products are not typically actively managed, are significantly lower in cost when compared to actively managed mutual
funds and are easily accessible to investors. No active trading of Gold Bullion is required of the Company because the Company only
receives or delivers Gold Bullion on the issue and redemption of Gold Securities, and only holds Gold Bullion as determined by the Gold
Entitlement to support the Gold Securities.
The Company is entitled to:
A management fee (at a rate of 0.40% per annum) which reduces the Gold Entitlement on a daily basis by an agreed amount, (the “Gold
Sales Charge” or the “Management Fee”); and
Creation and redemption fees on the issue and redemption of the Gold Securities.
Gold Bullion Securities Limited
Notes to the Financial Statements (continued)
For the year ended 31 December 2025
2. Material Accounting Policy Information
Basis of Preparation
Critical Accounting Estimates and Judgements
Significant Judgements
1.
2.
Significant Estimates
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This conclusion is based on the fact that assets are reported at fair value under IFRS, and as set out in note 15 to the financial statements are
categorised as Level 2 of the fair value hierarchy due to the use of observable, verifiable inputs and third party information sources. The
liabilities are valued using listed market prices at the year end. These observable inputs and market prices will reflect wider market
sentiment, which inherently includes market perspectives relating to the impact of climate change.
The presentation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires
management to exercise its judgement in the process of applying the Company’s accounting policies.
The financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRSs”) as issued by the
International Accounting Standards Board (“IASB”), and interpretations issued by the IFRS Interpretations Committee of the IASB. The
financial statements have been prepared under the historical cost convention, as modified by the revaluation of certain financial assets and
financial liabilities held at fair value through profit or loss.
The directors do not consider that any significant estimates have been applied in the preparation of these financial statements.
The material accounting policies of the Company are described below.
The financial statements are presented in the United States Dollars (USD) and all values are rounded to the nearest USD, except when
otherwise indicated.
The Board has considered the Company’s exposure to climate change and determined that due to the nature of the Company and its
operations there are no directly observed impacts of climate change on the business. As a result, the Board concluded that there is no basis on
which to provide extended information of analysis relating to climate change, including as part of the basis of accounting or individual
accounting policies adopted by the Company.
In the above determination, the Board has concluded specifically that climate change, including physical and transition risks, does not have a
material impact on the recognition and separate measurement considerations of the assets and liabilities in these financial statements as at 31
December 2025.
The determination of the appropriate accounting policy to be applied to Gold Bullion. Under IFRS there is no standard treatment for the
classification of Gold Bullion (as they do not meet the definition of a financial asset, cash, inventory or property, plant or equipment)
therefore the election of how to treat Gold Bullion is left to some interpretation for companies which hold these assets. The Gold Bullion
is held to provide the security holders with the exposure to changes in the fair value of Gold Bullion and therefore the directors consider
that carrying the Gold Bullion at fair value through profit or loss, (consistent with the treatment that would be applicable to a
financial instrument), reflects the objectives and the purpose of holding the asset.
The Company makes estimates and assumptions that affect the reported amounts of assets and liabilities. Estimates are continually evaluated
and based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the
circumstances.
The key accounting judgements required to prepare these financial statements are:
In respect of the presentation of non-statutory and non-GAAP adjustments to the Statement of Profit or Loss and Other Comprehensive
Income and the Statement of Changes in Equity, as disclosed in note 18 to the financial statements.
- 22 -
Gold Bullion Securities Limited
Notes to the Financial Statements (continued)
For the year ended 31 December 2025
2. Material Accounting Policy Information (continued)
Going Concern
Accounting Standards
(a) Standards, amendments and interpretations considered by the Company:
•
(b) Standards issued but not yet effective
•
•
•
•
Amendments to IFRS 9 and IFRS 7 (amendments) - Amendments to the Classification and measurement of financial instruments
(effective for reporting periods beginning on or after 1 January 2026)
The following are standards and amendments effective for accounting periods beginning on or after 1 January 2025 but which did not
have any effect on the financial statements of the Company.
There were no other new standards, amendments and interpretations adopted in the current year that resulted in a significant effect on
these financial statements.
Annual Improvements to IFRS Accounting Standards - Volume 11 (effective for reporting periods beginning on or after 1 January
2027)
IFRS 18 - Presentation and disclosure in financial statements (effective for reporting periods beginning on or after 1 January 2027)
The directors continue to monitor and assess the impact of geopolitical conflicts on the assets under management of the Company and will
take any potential actions needed or as required under the terms of the prospectus, as facts and circumstances are subject to change and may
be specific to investments and jurisdictions. The nature of the Company’s business dictates that the outstanding Gold Securities may be
redeemed at any time only by holders of Gold Securities who have entered into an authorised applicant agreement with the Company
(“Approved Applicants”) and, in certain circumstances, by individual holders and also, in certain circumstances, may be compulsorily
redeemed by the Company. As the redemption of Gold Securities will always coincide with the transfer of an equal amount (in value) of
Gold Bullion, liquidity risk is mitigated such that there is no material residual risk. All other expenses are met by ManJer. The directors
closely monitor the financial position and performance of ManJer, its assets under management, and therefore its related revenue streams, in
respect of fulfilling the obligations under the services agreement. The net reported position on Statement of Financial Position, including in
instances where a deficit is reported, is not considered to impact the going concern position of the Company as this position results solely
from unrealised gains or losses on Gold Bullion and Gold Securities arising from the accounting measurement basis applied in accordance
with IFRS. As Gold Bullion are held to support Gold Securities, any deficit or surplus reported on unrealised positions would be reversed on
a subsequent redemption of the Gold Securities and the related transfer of Gold Bullion. A reported deficit is not considered indicative of
any issues relating to solvency of the Company and the directors are satisfied that any obligations arising in respect of the Gold
Securities can be managed in accordance with the terms of the applicable Prospectus. The directors consider the operations of the
Company to be ongoing, with a reasonable expectation that the Company has adequate resources to continue in operational
existence until at least 30 April 2027, and accordingly these financial statements have been prepared on the going concern basis.
IFRS 19 - Subsidiaries without public accountability: disclosures (effective for reporting periods beginning on or after 1 January
2027)
The new and amended standards and interpretations that are issued, but not yet effective, up to the date of issuance of the Company’s
financial statements are disclosed below. The Company intends to adopt these new and amended standards and interpretations, if
applicable, when they become effective.
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- 23 -
The directors do not expect the adoption of the above standards, amendments and interpretations that are in issue but not yet effective
will have a material impact on the financial statements of the Company in future periods.
Amendments to IAS 21 - The Effects of Changes in Foreign Exchange Rates: lack of exchangeability
Gold Bullion Securities Limited
Notes to the Financial Statements (continued)
For the year ended 31 December 2025
2. Material Accounting Policy Information (continued)
Gold Securities
i) Issue and Redemption
ii) Classification at fair value through Profit or Loss
iii) Pricing
Gold Bullion
Gold Bullion and Gold Securities Awaiting Settlement
As described above, under IFRS there is no standard treatment for the classification of Gold Bullion. The Gold Bullion is held to provide the
security holders with the exposure to changes in the fair value of Gold Bullion and therefore the Directors consider that carrying the Gold
Bullion at fair value through profit or loss, consistent with the treatment that would be applicable to a financial instrument, reflects the
objectives and the purpose of holding the asset.
Gold Bullion is priced on a daily basis based on the quantity of Gold Bullion held using the latest fixing price published by the LBMA, and
is considered to be the fair value of the Gold Bullion. Also on a daily basis an amount is transferred to Gold Bullion held in respect of the
Management Fee. The valuation of the Gold Bullion is equivalent to the LBMA fixing price being applied to the total Gold Entitlement of the
Gold Securities, and is referred to as the ‘Contractual Value’.
The issue and redemption of Gold Securities, and the transfer in and out of Gold Bullion, is accounted for on the transaction date. The
transaction will not settle until two days after the transaction date. Where transactions are awaiting settlement at the year end, the value of
the Gold Bullion and the Gold Securities due to be settled is separately presented within the relevant assets and liabilities on the Statement of
Financial Position. The fair value of these receivables and payables is considered equivalent to their carrying value.
Gold Securities comprise a financial instrument whose redemption price is linked to the value of the underlying Gold Bullion. Gold
Securities are classified as liabilities measured at fair value through profit or loss under IFRS 9 due to an embedded derivative. This also
significantly reduces a measurement or recognition inconsistency that would otherwise arise from measuring assets or liabilities, or
recognising the gains and losses on them, on different bases.
IFRS 13 requires the Company to identify the principal market and to utilise the available price within that principal market. The
directors consider the stock exchanges where the Gold Securities are listed to be the principal market and as a result the fair value of the
Gold Securities is the on-exchange price as quoted on the stock exchange demonstrating active trading with the highest trading volume.
The Gold Securities are priced using the latest traded mid-market price on (or before) the reporting date, that is, when the reporting date
is not on a date that the market is open.
A difference arises between the value of Gold Bullion (held to support the Gold Securities) and Gold Securities (at market value) presented
in the Statement of Financial Position. This difference is reversed on a subsequent redemption of the Gold Securities and transfer of the
corresponding Gold Bullion.
Financial liabilities are recognised and de-recognised on the transaction (trade) date.
Each time a Gold Security is issued or redeemed by the Company a corresponding amount of Gold Bullion is transferred into or from
the relevant secured account held by the Custodian. Upon initial recognition, the fair value is recorded using the market close price
published by the London Bullion Market Association (“LBMA”) applied to the underlying Gold Bullion transferred. The fair value of
each creation and redemption of Gold Bullion Securities is recorded using the price published by the LBMA on the transaction date, and
is the “Contractual Value”. The issue and redemption of Gold Bullion Securities is recorded at a value that corresponds to the value of
the Gold Bullion transferred in respect of the issue and redemption. As a result, the Company has no net exposure to gains or losses on
the Gold Securities.
The Company holds Gold Bullion equal to the amount due to holders of Gold Securities solely for the purpose of meeting its obligations
under the Gold Securities.
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Gold Bullion Securities Limited
Notes to the Financial Statements (continued)
For the year ended 31 December 2025
2. Material Accounting Policy Information (continued)
Gold Bullion Held in Respect of Management Fees and ManJer Fee Payable in Gold Bullion
Gold Swing Bar
Gold Loan
Other Financial Assets and Liabilities
Reserves
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The fair value is calculated using the latest price published by the LBMA applied to the amount in gold ounces of the Gold Loan.
Management Fee income is accrued by reducing the Gold Entitlement of the Gold Securities on a daily basis by an agreed amount. These
fees are recognised in Gold Bullion, recorded at fair value through profit or loss in accordance with the accounting judgement set out above
in respect of Gold Bullion. The amount recognised at the reporting date is revalued using the latest price published by the LBMA.
Other financial assets and liabilities are non-derivative financial assets and liabilities including trade and other receivables and trade and
other payables (primarily Creation and Redemption Fees) with a fixed payment amount and are not quoted in an active market. After
initial measurement the other financial assets and liabilities are subsequently measured at amortised cost using the effective interest method
less any allowance for expected credit losses (in respect of financial assets only). The effective interest method is a method of calculating the
amortised cost of an instrument and of allocating interest over the relevant period. The effective interest rate is the rate that exactly discounts
estimated future cash flows (including all fees paid or received that form an integral part of the effective interest rate, transaction costs and
other premiums or discounts) through the expected life of the instrument, or, where appropriate, a shorter period, to the net carrying amount
on initial recognition. Impairment losses, including reversals of impairment losses and impairment gains, are recorded through profit or loss.
A revaluation reserve and a retained earnings reserve are maintained within equity. All profit or loss is taken to the retained earnings reserve
at the end of the accounting period to which it relates and the gain or loss relating to the mis-match of accounting values is transferred to the
non-distributable revaluation reserve as the balance relates to unrealised gains and losses on Gold Bullion (held to support the Gold
Securities) and Gold Securities, which will be reversed on a subsequent redemption of the Gold Securities and the related transfer of Gold
Bullion and will therefore not be realised.
The fair value is calculated using the latest price published by the LBMA.
The Gold Loan with HSBC Bank USA, N.A. associated with the Gold Swing Bar is also denominated in gold ounces. It's classified as
liability measured at fair value through profit or loss using latest price published by the LBMA.
Management Fees payable are also accrued based on the income accrued in accordance with the agreement with ManJer. These fees are
payable in Gold Bullion are classified as financial liabilities measured at fair value through profit or loss under IFRS 9 due to an embedded
derivative. This also significantly reduces a measurement or recognition inconsistency that would otherwise arise from measuring assets
or liabilities, or recognising the gains and losses on them on different bases. The amount payable at the reporting date is revalued using the
latest price published by the LBMA.
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The Company has a loan facility with HSBC Bank USA, N.A. giving the Company the rights, interest and title to a gold bar that is held for
the purpose of facilitating the allocation of gold to holders of Gold Securities (the “Gold Swing Bar”). The Gold Swing Bar is denominated
in gold ounces. Under IFRS there is no standard treatment for the classification of Gold Bullion. The directors however consider that the
measurement of the Gold Bullion, including the Gold Swing Bar, at fair value through profit or loss is the most appropriate treatment as it
most accurately reflects the substance of the asset.
Gold Bullion Securities Limited
Notes to the Financial Statements (continued)
For the year ended 31 December 2025
2. Material Accounting Policy Information (continued)
Income and Expenses
i) Management Fees
ii) Creation and Redemption Fees
Foreign Currency
Segmental Reporting
Management Fees are calculated by applying a fixed percentage of 0.40% per annum to reduce the Gold Entitlement of the Gold
Securities on a daily basis in accordance with the terms of the Securities issued. The change in the Gold Entitlement reduces the value of
the Gold Securities. This reduction equates to the Management Fee amount in Gold Bullion, that is recognised for that day per each Gold
Security in issue on that day. The Management Fees are accrued and recognised on a daily basis until invoiced and settled by a transfer
of Gold Bullion. The amount recognised as income is calculated by applying the average LBMA fixing price to the total Management
Fee accrued on a monthly basis.
The Company derives its income over time (in respect of Management Fees), and at a point in time (in respect of creation and redemption
fees) as follows:
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IFRS 8 requires operating segments to be identified on the basis of internal reports about components of the Company that are regularly
reviewed by the Chief Operating Decision Maker (“CODM”) in order to allocate resources to the segments and to assess their performance.
The CODM has been determined as the board of directors. A segment is a distinguishable component of the Company that is engaged either
in providing products or services (business segment), or in providing products and services within a particular economic environment
(geographical segment), which is subject to risks and rewards that are different from those of other segments.
Fees for the issue and redemption of Gold Securities are recognised at the fair value of the consideration expected to be received, on the
date on which the transaction becomes legally binding. Accrued creation and redemption fees are invoiced and settled on a quarterly
basis.
The financial statements of the Company are presented in the currency in which the majority of the Gold Securities issued by the Company
are denominated (its functional currency). For the purpose of the financial statements, the results and financial position of the Company are
expressed in United States Dollars, which is the functional currency and the presentation currency of the Company.
Transactions in foreign currencies are initially recorded at the spot rate at the date of the transaction. Monetary assets and liabilities
denominated in foreign currencies at the year-end date are translated at rates ruling at that date. Creation and redemption fees are translated at
the average rate for the month in which they are incurred. The resulting differences are accounted for through profit or loss.
The Company has not provided segmental information as the Company has only one business or product group, issuing Gold Securities, and
one geographical segment which is Europe. In addition, the Company has no single major customer from which greater than 10% of income
is generated. All information relevant to the understanding of the Company’s activities is included in these financial statements.
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The Company has entered into a service agreement with WisdomTree Management Jersey Limited (“ManJer” or the “Manager”), whereby
ManJer is responsible for supplying or procuring the supply of all management and administration services required by the Company
(including marketing) as well as the payment of costs relating to the listing and issue of Gold Securities. In return for these services, the
Company has an obligation to remunerate ManJer with an amount equal to the Management Fee and the creation and redemption fees earned
(the “ManJer Fee”). The Gold Bullion in respect of the Management Fee is transferred in the form of Gold Bullion on a monthly basis (in
arrears) following agreement with the Trustee from the Company’s custodian accounts directly to ManJer. In addition, creation and
redemption fees are transferred directly to ManJer and there are no cash flows through the Company.
Gold Bullion Securities Limited
Notes to the Financial Statements (continued)
For the year ended 31 December 2025
3. Result Before Fair Value Movements
Year ended Year ended
31 December 31 December
2025 2024
USD USD
Management Fees 14,979,397 11,648,912
Creation and Redemption Fees 13,250 10,250
Total Income 14,992,647 11,659,162
ManJer Fees (14,992,647) (11,659,162)
Total Operating Expenses (14,992,647) (11,659,162)
Result Before Fair Value Movements
- -
4. Taxation
5.
Gold Swing Bar
As at As at
31 December 31 December
2025 2024
USD USD
Gold Swing Bar
1,852,419 1,122,666
6. Gold Bullion Held in Respect of Management Fees
As at As at
31 December 31 December
2025 2024
USD USD
Management Fees
1,497,824 1,003,428
Management Fees recognised in Gold Bullion and are recorded at fair value.
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The 430 (2024: 430) ounce gold bar held by the Company is used to ensure all Gold Bullion Securities are supported by holdings of gold in
allocated form.
Result Before Fair Value Movements for the year comprised:
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Audit Fees for the year amounting to GBP 39,820 will be met by ManJer (2024: GBP 45,683).
The Company is subject to Jersey Income Tax. During the year the Jersey Income Tax rate applicable to the Company is zero percent (2024:
zero percent).
Gold Bullion Securities Limited
Notes to the Financial Statements (continued)
For the year ended 31 December 2025
7. Trade and Other Receivables
As at As at
31 December 31 December
2025 2024
USD USD
Creation and Redemption Fees 4,500 3,750
Receivable from Related Party 141,820 141,820
146,320 145,570
8.
Gold Bullion
As at As at
31 December 31 December
2025 2024
USD USD
Change in Fair Value of Gold Bullion
1,856,865,829 680,398,995
Gold Bullion Held at Fair Value
4,387,712,431 2,945,623,898
•
•
The amount payable on assets awaiting settlement is USD 3,585,453 (2024: Nil).
The below reconciliation of changes in the Gold Bullion includes only non-cash changes.
As at As at
31 December 31 December
2025 2024
USD USD
Opening Gold Bullion 2,945,623,898 2,745,960,081
Additions 224,350,576 107,015,308
Disposals (624,148,475) (576,101,574)
Gold Bullion Transferred to Gold Bullion Held in Respect of Management Fees (14,979,397) (11,648,912)
Change in Fair Value 1,856,865,829 680,398,995
Closing Gold Bullion
4,387,712,431 2,945,623,898
As at the year end, there can be certain amounts of Gold Bullion awaiting settlement in respect of the creation or redemption of Gold
Securities with transaction dates before the year end and settlement dates in the following year:
The fair value of the receivables is equal to the carrying value. The Creation and Redemption Fees are due to be recovered within 12 months
of the year end.
The amount receivable in respect of assets awaiting settlement is USD 4,820,442 (2024: Nil).
All Gold Bullion assets have been valued using the AM fix price on 31 December 2025 as published by the LBMA being the last fix price
available for the year.
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Gold Bullion Securities Limited
Notes to the Financial Statements (continued)
For the year ended 31 December 2025
9.
Gold Securities
As at As at
31 December 31 December
2025 2024
USD USD
Change in Fair Value of Gold Securities
(1,858,252,539) (673,575,944)
Gold Securities at Fair Value
4,388,915,409 2,945,440,166
As at As at
31 December 31 December
2025 2024
USD USD
Change in Contractual Value for the Year
(1,856,865,829) (680,398,995)
Gold Securities at Contractual Value
4,387,712,431 2,945,623,898
•
The amount receivable on securities awaiting settlement is USD 3,585,453 (2024: Nil).
•
The amount payable in respect of securities awaiting settlement is USD 4,820,442 (2024: Nil).
Gold Securities are secured, undated zero coupon notes with a face value of USD 0.00001. As at 31 December 2025, there were 11,128,646
(2024: 12,278,039) Gold Securities outstanding, with a face value, in aggregate, of USD 111 (2024: USD 123).
As at the year end, there can be certain amounts of Gold Bullion awaiting settlement in respect of the creation or redemption of Gold
Securities with transaction dates before the year end and settlement dates in the following year:
The contractual values and changes thereof during the year based on the contractual settlement values are:
Whilst the Gold Securities are quoted on the open market, the Company’s ultimate liability relates to its contractual obligations to issue and
redeem Gold Securities in exchange for Gold Bullion as determined by the Gold Entitlement on each trading day. The fair value of each
creation and redemption of Gold Securities is recorded using the price published by the LBMA on the transaction date, and is the
“Contractual Value”.
The issue and redemption of Gold Securities is recorded at a value that corresponds to the value of the Gold Bullion transferred in respect of
the issue and redemption. As a result, the Company has no net exposure to gains or losses on the Gold Securities and Gold Bullion. The
Company measures the Gold Securities at their fair value in accordance with IFRS 13 rather than at the Contractual Value described above.
The fair value is the price quoted on stock exchanges or other markets where the Gold Securities are listed or traded.
The fair values and changes thereof during the year based on prices available on the open market as recognised in the financial statements
are:
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The gain or loss on the difference between the value of the Gold Bullion and the fair value of Gold Securities would be reversed on a
subsequent redemption of the Gold Securities and transfer of the corresponding Gold Bullion. Refer to note 18 to the financial statements for
the non-statutory and non-GAAP adjustments which reflect the results of this reversal.
Gold Bullion Securities Limited
Notes to the Financial Statements (continued)
For the year ended 31 December 2025
9.
Gold Securities (continued)
As at As at
31 December 31 December
2025 2024
USD USD
Opening Gold Securities 2,945,440,166 2,752,599,400
Securities Created 224,350,576 107,015,308
Securities Redeemed (624,148,475) (576,101,574)
Management Fee (14,979,397) (11,648,912)
Change in Fair Value 1,858,252,539 673,575,944
Closing Gold Securities at fair value 4,388,915,409 2,945,440,166
10. Trade and Other Payables
As at As at
31 December 31 December
2025 2024
USD USD
ManJer Fees Payable
1,502,324 1,007,178
11.
Gold Loan
As at As at
31 December 31 December
2025 2024
USD USD
Gold Loan
1,852,419 1,122,666
12. Share Capital
As at As at
31 December 31 December
2025 2024
USD USD
100 Shares, Issued and Fully Paid
142 142
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The below reconciliation of changes in the Gold Securities, being liabilities arising from financing activities, includes only non-cash changes.
The Company has an authorised capital of 10,000 Ordinary Shares of GBP 1 each.
All Shares issued by the Company carry one vote per Share without restriction and carry the right to dividends.
All Shares are held by WisdomTree Holdings Jersey Limited (“HoldCo”).
The loan is denominated in gold ounces and marked to fair value at the year end with movements recognised in the Statement of Profit of
Loss and Other Comprehensive Income. The loan is repayable on demand. The Company intends to maintain the loan as long as the
Company continues to operate.
Management Fees payable by transfer of Gold Bullion are recorded at fair value. The fair value of the remaining payables is equal
to the carrying value. The ManJer Fee Payable is due to be settled within 12 months after the year end.
Gold Bullion Securities Limited
Notes to the Financial Statements (continued)
For the year ended 31 December 2025
13. Share Premium
As at As at
31 December 31 December
2025 2024
USD USD
100 Shares of GBP 1 Each, Issued at GBP 1,000 Each and Fully Paid
141,678 141,678
14. Related Party Disclosures
Fees charged by ManJer during the year:
As at As at
31 December 31 December
2025 2024
USD USD
ManJer Fees
14,992,647 11,659,162
The following balances were due to ManJer at the year end:
As at As at
31 December 31 December
2025 2024
USD USD
ManJer Fees Payable
1,502,324 1,007,178
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Entities and individuals which have a significant influence over the Company, either through ownership or by virtue of being a director of the
Company, are considered to be related parties. In addition, entities with common ownership to the Company and entities with common
directors are also considered as related parties.
No director has a service contract with the Company. The Directors of the Company who are employees within the WisdomTree, Inc. group
do not receive separate remuneration in their capacity as directors of the Company. The directors of the Company who are employees of
Apex Financial Services (Alternative Funds) Limited (“Apex” or the “Administrator”) do not receive separate remuneration in their capacity
as directors of the Company, however Apex receives a fee from ManJer which includes services in respect of the Company, including for the
provision of directors who are employees of Apex.
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Timothy Darcy is an employee of WisdomTree Ireland Limited, a wholly owned subsidiary of WisdomTree, Inc. Peter Ziemba was an
executive officer of WisdomTree, Inc. group and Bryan Governey is European General Counsel for the WisdomTree, Inc group.
At 31 December 2025, USD 141,820 is receivable from ManJer (2024: USD 141,820).
Vinod Rajput, Elisabeth Casely and Olivia Vuillemin (up to her date of resignation) are employees of Apex. During the year, Apex charged
ManJer administration fees which include the company and other entities for which the ManJer is the Manager and Apex is the
Administrator. Total fee amounting GBP 1,324,915 (31 December 2024: GBP 1,647,534) translated in USD 1,781,746 (31 December 2024:
USD 2,114,712), of which GBP 429,076 (31 December 2024: GBP 471,388) translated in USD 577,021 (31 December 2024: USD 590,885)
was outstanding at the year end.
Gold Bullion Securities Limited
Notes to the Financial Statements (continued)
For the year ended 31 December 2025
15. Financial Risk Management
(a) Credit Risk
Gold Bullion held with the custodian is held either in allocated or unallocated form.
•
•
Unallocated: Unlike Bullion held in an allocated account, bullion in an unallocated account does not entitle the customer to a
particular bar of bullion and the customer’s holding is not segregated from that of other customers or the custodian. Instead, the
books and records of the custodian record that the customer is entitled to a specific amount of bullion. As the bullion is not
segregated, the customer has a credit risk exposure to the custodian. Bullion in unallocated form is easier to transfer as it simply
requires an update of the custodian’s books and records rather than movements of physical bullion and for this reason transfers in
connection with creation and redemption of Gold Securities are carried out in unallocated form.
The Gold Securities are subject to normal market fluctuations and other risks inherent to investing in securities and other financial
instruments. There can be no assurance that any appreciation in the value of securities will occur, and the capital value of an investor’s
original investment is not guaranteed. The value of investments may go down as well as up, and an investor may not get back the original
amount invested.
The information provided below is not intended to be a comprehensive summary of all the risks associated with the Gold Securities and
investors should refer to the most recent Prospectus for a detailed summary of the risks inherent to investing in the Gold Securities. Any data
provided should not be used or interpreted as a basis for future forecast or investment performance.
The Company is exposed to a number of risks arising from its activities, including credit risk, settlement risk, liquidity risk and market risk.
The Board is responsible for the overall risk management approach and for approving the risk management strategies and principles. The
Board meets frequently to consider the risk exposures of the Company and to determine appropriate management policies. The risk
management policies employed by the Company to manage these are discussed below.
Credit risk primarily refers to the risk that Approved Applicants or the Custodian will default on their contractual obligations resulting in
financial loss.
Allocated: An allocated account evidences that uniquely identifiable bars of bullion have been “allocated” to the security
holder and are segregated from other gold held in the custodian’s vault. An allocated account is held in the customer’s name
(which, for the Gold Securities, means in the name of the Trustee as legal mortgagee pursuant to the Security and in its capacity as
trustee for the Security Holders). The customer has full title to the bullion held in the allocated account. As a result, allocated
Bullion does not entail any credit risk exposure to the custodian, and the credit exposure to the custodian is therefore
limited to the amounts held in unallocated accounts.
Credit risk is managed by the Company by only dealing with Approved Applicants who are believed to be creditworthy. In the event the
Approved Applicants fail to complete their obligation, no Gold Securities will be created therefore the Company does not have the risk
of loss of the amount expected to be received.
Credit risk also includes custodial risk. Gold Bullion is the subject of a fixed charge or legal mortgage in favour of The Law Debenture
Trust Corporation p.l.c (the “Trustee”) pursuant to security deeds entered into by the Trustee and the Company to secure the obligations
owed by the Company to the Trustee and the holders of the relevant Gold Securities (the “Security”). However, there is no exposure to
credit risk of the Trustee by virtue of the existence of the Security. Under the custodian agreements the relevant custodian acknowledges
the Security created in favour of the Trustee and agrees that once Gold Bullion is deposited in the secured gold accounts, it may only be
removed after approval from the Trustee.
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The total carrying amounts of the Gold Bullion, Gold Swing Bar, amounts receivable awaiting settlement and trade and other receivables
best represent the maximum credit risk exposure at the reporting date. At the reporting date the Company’s amounts receivable awaiting
settlement and trade and other receivables are detailed on the Statement of Financial Position.
Gold Bullion Securities Limited
Notes to the Financial Statements (continued)
For the year ended 31 December 2025
15. Financial Risk Management (continued)
(a) Credit Risk (continued)
(b) Settlement Risk
(c)
Liquidity Risk
The Gold Bullion held at the custodian to back the Gold Securities is audited twice a year by an independent metal audit firm -
Inspectorate International - who inspects the Gold Bullion held at the custodian to ensure that it matches in all respects the Gold Bullion
disclosed as held on the Bar List. The first audit takes place at the start of each year in respect of the Gold Bullion held at the end of the
previous year and then a second audit is carried out at random at a later point in the year.
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When the Gold Securities are redeemed, the Company returns the corresponding amount of Gold Bullion determined by the Gold
Entitlement of those Gold Securities, therefore any redemption of Gold Securities would not impact the liquidity of the Company.
Consequently, the Company has not presented any quantitative information in respect of liquidity risk of the Company.
The Gold Securities are backed by physical Gold Bullion in allocated accounts to the extent possible. A small portion may be held in
unallocated form on a short term basis when Gold Bullion is in the process of being allocated or de-allocated for a creation or
redemption, where it cannot be held in whole bars. Once the level of Gold Bullion in an unallocated account reaches an amount equal to
one bar, that bar can be transferred to an allocated account.
The gold swing bar held by the Company is used to ensure all Gold Bullion Securities are supported by holdings of gold in allocated
form. As a result the gold held in unallocated gold form is generally less than 1 physical gold bar and immaterial in value, however a
small portion may be held in unallocated form on a short term basis when in the process of being allocated or de-allocated for a creation
or redemption.
The custodian is not required to take out insurance and neither is the Trustee. Accordingly, there is a risk that the secured Gold Bullion
could be lost, stolen or damaged and the Company would not be able to satisfy its obligations in respect of the Gold Securities. Currently
HSBC Bank PLC is the only custodian. The Board monitors credit risk exposure, including through an assessment of the credit rating of
the custodian ((HSBC: AA- (2024: AA-) (Fitch, 03 June 2025)), to ensure the Company's exposure is managed, and has continued to do
so more closely with a focus on any potential impact.
The Gold Securities do not have a contractual maturity date and will only be redeemed at the request of the holder of the security, which
may be requested at any time, with the transaction settling through the transfer of Gold Bullion two days after the transaction date,
or in the case of a compulsory redemption by either transferring the Gold Bullion, or by realising the Gold Bullion for cash and
settling the cash proceeds to holders on a short-term basis. Generally, only Approved Applicants can submit applications and
redemptions directly with the Company.
Settlement risk refers to the possibility that an Approved Applicant or the Custodian may fail to honour their contractual settlement
obligations, which could result in financial loss.
The directors believe that settlement risk would only be caused by the risk of the Company’s trading counterparty not
delivering Gold Bullion or Gold Securities on the settlement date. The Gold Securities settle through the CREST system. The directors
feel that this risk is mitigated as Gold Securities are not issued until the required amount of Gold Bullion has been received in the
Custodian account, and Gold Bullion is not transferred until the relevant Gold Securities have been delivered in CREST. As a result,
each transaction does not settle until both parties have fulfilled their contractual obligations.
Amounts outstanding in respect of positions yet to settle are disclosed in notes 8 and 9 to the financial statements.
Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities as
they fall due. The Company’s payables are all payable on demand and generally settled on a short-term basis. Liquidity risk in respect of
payables related to expenses is reduced by the Gold Bullion as Management Fee is secured by the Company on a daily basis, in order for
the related ManJer expense accumulated (for the month, in arrears) to be settled (in Gold Bullion) once invoiced, and amounts in respect
of the creation and redemption fees are transferred from the relevant counterparties directly to ManJer and there are no related cash flows
through the Company. The Gold Securities is not redeemable at fair value but at their contractual value and is issued under limited
recourse arrangements whereby the holders have recourse only to the Gold Bullion (held to support the Gold Securities) and not to the
Company, therefore limiting the liquidity risk of the Company in connection with the issue of the Gold Securities.
Gold Bullion Securities Limited
Notes to the Financial Statements (continued)
For the year ended 31 December 2025
15. Financial Risk Management (continued)
(d) Capital Management
(e)
Sensitivity Analysis
(f)
Market Risk
i) Price Risk
Market risk is the risk that changes in market prices (such as equity and bullion prices, interest rates and foreign exchange rates) will
affect the Company’s income, or the value of its financial instruments held or issued.
The Company’s principal activity is the issue and listing of Gold Securities. These securities are issued and redeemed as demand
requires. The Company holds a corresponding amount of Gold Bullion which matches the total contractual liability of the Gold
Securities issued. ManJer supplies or arranges for the supply of all management and administration services to the Company and pays
all management and administration costs of the Company, including Trustee and Custodian Fees. In return for these services the
Company pays ManJer a fee, which under the terms of the service agreement is equal to the aggregate of the Management Fee and
Creation and Redemption fees earned.
As all Gold Securities in issue are supported by an equivalent amount of Gold Bullion held by the Custodian and the running costs of the
Company are paid by ManJer, the directors of the Company consider the capital management and its current capital resources are
adequate to maintain the ongoing listing and issue of Gold Securities.
IFRS 7 requires disclosure of a “sensitivity analysis” for each type of market risk to which the Company is exposed to at the reporting
date, showing how profit or loss and equity would have been affected by a reasonably possible change to the relevant risk
variable.
As a result, the Company’s contractual and economic liability in connection with the issue and redemption of Gold Securities is matched
by movements in the corresponding Gold Bullion. Whilst sensitivity analysis could be performed on this mismatch, the Company does
not ultimately have economic exposure to the on-exchange price, but to the contractual liability of the Gold Securities and consequently,
the Company does not have any net exposure to market price risk. Furthermore, the result of the numeric sensitivity is considered not
material by the directors and in their opinion, no sensitivity analysis is required to be disclosed.
As described above, Gold Securities provide investors with exposure to gold. Movements in the value of the underlying Gold Bullion
may vary widely which could have an impact on the demand for the Gold Bullion issued by the Company. The movement in the price
of the Gold Bullion was:
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The primary objective of the Company’s capital management policy is to ensure that it maintains sufficient resources for operational
purposes. The capital being managed is the Share Capital and Share Premium, as presented in the Statement of Changes in Equity.
Retained Earnings and the Revaluation Reserve, as presented in the Statement of Changes in Equity, are not considered as managed
capital as these balances relate to unrealised gains and losses on Gold Bullion (held to support the Gold Securities) and Gold Securities,
which are reversed on a subsequent redemption of the Gold Securities and the related transfer of Gold Bullion and will therefore not be
realised. The Company is not subject to any capital requirements imposed by a regulator and there were no changes in the Company’s
approach to capital management during the year.
The Company’s rights and liabilities in respect of Gold Securities, relate to its contractual obligations to issue and redeem Gold
Securities in exchange for Gold Bullion as determined by the Gold Entitlement on each trading day. The fair value of each creation and
redemption of Gold Securities is recorded using the price published by the LBMA on the transaction date. However, under IFRS 13, the
liability is recorded at fair value (being the on-exchange price) which results in a mismatch. As described in note 18 to the financial
statements this mismatch is reversed on the redemption of Gold Securities.
Gold Bullion Securities Limited
Notes to the Financial Statements (continued)
For the year ended 31 December 2025
15. Financial Risk Management (continued)
(f)
Market Risk (continued)
i) Price Risk (continued)
Movement
2025 2024 %
Gold Bullion
4,307.95 2,610.85 65.00%
ii) Interest Rate Risk
iii) Currency Risk
The levels in the hierarchy are defined as follows:
•
Level 1
- fair value based on quoted prices in active markets for identical assets.
•
Level 2
- fair values based on valuation techniques using observable inputs other than quoted prices.
•
Level 3
- fair values based on valuation techniques using inputs that are not based on observable market data.
The Company does not have significant exposure to interest rate risk since none of its assets or liabilities bear any interest.
However, the directors do not consider the Company to have a significant exposure to currency risk arising from the current economic
uncertainties facing a number of countries around the world as the gains or losses on the liability represented by the Gold Securities are
matched economically by corresponding losses or gains attributable to the Gold Bullion.
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Categorisation within the hierarchy is determined on the basis of the lowest level input that is significant to the fair value measurement
of each relevant asset/liability.
The Company is required to utilise the available on-market price as the Gold Securities are quoted and actively traded on the open
market. Therefore, Gold Securities are classified as Level 1 financial liabilities.
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The value of the Company’s liability in respect of the Gold Securities fluctuates according to Gold Bullion prices and the risk of such
change in price is managed by the Company by holding Gold Bullion in the same quantity as its liability. Whilst the Gold Securities are
quoted on the open market, the Company’s ultimate liability relates to its contractual obligations to issue and redeem Gold Securities in
exchange for Gold Bullion as determined by the Gold Entitlement on each trading day. The Company measures the Gold Securities at
their fair value in accordance with IFRS 13 rather than at the Contractual Value (as described in the Prospectus). The gain or loss on the
difference between the value of the Gold Bullion and the fair value of Gold Securities would be reversed on a subsequent redemption of
the Gold Securities and transfer of the corresponding Gold Bullion. Refer to note 9 to the financial statements for the further details
regarding fair values.
The Company therefore bears no residual financial risk from a change in the price of Gold Bullion. Furthermore, the impact
of price sensitivity is considered immaterial to these financial statements. However, there is an inherent risk from the point of view
of investors as the price of Gold Bullion and the value of the Gold Securities may vary widely due to, amongst other things, changing
supply or demand for Gold Bullion, government and monetary policy or intervention and global or regional political, economic or
financial events. The market price of Gold Securities is (and will remain) a function of supply and demand amongst investors wishing to
buy and sell Gold Securities and the bid-offer spread that the market makers are willing to quote. This is highlighted further in note 18
to the financial statements, and below under the Fair Value Hierarchy.
(g) Fair Value Hierarchy
LBMA Price USD
The Company has exposure to currency risk as the Gold Securities are priced in US Dollars.
Gold Bullion Securities Limited
Notes to the Financial Statements (continued)
For the year ended 31 December 2025
15. Financial Risk Management (continued)
The categorisation of the Company’s assets and (liabilities) are as shown below:
As at As at
31 December 31 December
2025 2024
USD USD
Level 1
Gold Securities
(4,388,915,409) (2,945,440,166)
Level 2
Gold Bullion
4,387,712,431 2,945,623,898
Gold Swing Bar 1,852,419 1,122,666
Gold Loan (1,852,419) (1,122,666)
4,387,712,431 2,945,623,898
Fair Value
(g) Fair Value Hierarchy (continued)
The
Gold
Securities
and
the
Gold
Bullion
are
recognised
at
fair
value
upon
initial
recognition
and
revalued
to
fair
value
in
line
with
the
Company’s
accounting
policy.
There
are
no
assets
or
liabilities
classified
as
Level
3.
Transfers
between
levels
are
recognised
in
the
primary
market
on
which
the
Gold
Securities
prices
are
quoted
and
was
determined
to
be
inactive
at
the
relevant
reporting
date.
The
Company
considers
both
the
last
trade
date
and
trading
volumes
during
the
5
trading
days
leading
up
to
each
reporting
date
to
determine
if
the
market
for
a
particular
Gold
Security
is
active.
Transfers,
as
a
result
of
the
analysis
levels
of
the
market,
are
identified
and
recognised
at
each
reporting date.
The Company holds Gold Bullion to support the Gold Securities as determined by the Gold Entitlement (which is calculated in
accordance with an agreed formula published in the Prospectus). Gold Bullion is marked to fair value using the latest price published by
the LBMA. The Company has contractual obligations to issue and redeem Gold Securities in exchange for Gold Bullion as determined
by the Gold Entitlement on each trading day. The fair value of each creation and redemption of Gold Securities is recorded using the
price published by the LBMA on the transaction date applied to that Gold Entitlement. Therefore, Gold Bullion is classified as a level 2
asset, as the value is calculated using third party pricing sources supported by observable, verifiable inputs
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Gold Bullion Securities Limited
Notes to the Financial Statements (continued)
For the year ended 31 December 2025
16. Ultimate Controlling Party
17. Events Occurring After the Reporting Date
18. Non GAAP and Non Statutory Information
The mismatched accounting values are as shown below:
Year ended Year ended
31 December 31 December
2025 2024
USD USD
Change in Fair Value of Gold Bullion
1,856,865,829 680,398,995
Change in Fair Value of Gold Securities
(1,858,252,539) (673,575,944)
(1,386,710) 6,823,051
To reflect the commercial results, the Company has presented below a non-GAAP and non-Statutory Statement of Profit or Loss and
Other Comprehensive Income and Statement of Changes in Equity for the year which reflect an Adjustment from Market Value to
Contractual Value (as set out in the Prospectus) of Gold Securities, together with those gains or losses being transferred to a separate reserve
which is deemed non-distributable.
Furthermore, the Gold Securities are issued under limited recourse arrangements whereby the holders have recourse only to the relevant Gold
Bullion (held to support the Gold Securities) and not to the Company. As a result, the Company does not make gains from trading in the
underlying Gold Bullion (held to support the Gold Securities) and, from a commercial perspective (with the exception of the impact of
Management Fees) gains and losses in respect of Gold Bullion (held to support the Gold Securities) will always be offset by a corresponding
loss or gain on the Gold Securities and the Company does not retain any net gains or losses.
These gains or losses on the difference between the value of the Gold Bullion (held to support the Gold Securities) and the price of Gold
Securities would be reversed on a subsequent redemption of the Gold Securities and transfer of the corresponding Gold Bullion.
As a result of the mis-match in the accounting valuation of Gold Bullion (held to support the Gold Securities) and Gold Securities (as
disclosed in notes 8 and 9 to the financial statements) the profits and losses and comprehensive income of the Company presented in the
Statement of Profit or Loss and Other Comprehensive Income reflect gains and losses which represent the movement in the cumulative
difference between the value of the Gold Bullion and the price of Gold Securities. The Statement of Changes in Equity also reflects the fair
value movements on both the Gold Bullion (held to support the Gold Securities) and the Gold Securities.
The Directors have evaluated events occurring after the reporting date up to the date of approval of these financial statements and have
determined that there were no events subsequent to 31 December 2025 that require adjustment to, or disclosure in, the financial statements.
No matters have arisen that would materially affect the Company’s financial position, performance, or the presentation of these financial
statements.
In accordance with the disclosure requirements of IFRS, the directors have determined that no entity meets the definition of immediate parent
or ultimate controlling party. The holder of issued equity shares is Electra Target HoldCo Limited, a Jersey registered company.
WisdomTree, Inc (formerly WisdomTree Investments, Inc) is the ultimate controlling party of HoldCo.
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Gold Bullion Securities Limited
Notes to the Financial Statements (continued)
For the year ended 31 December 2025
18. Non GAAP and Non Statutory Information
Non GAAP and Non Statutory Information (continued)
(a) Non GAAP and Non Statutory Statement of Profit or Loss and Other Comprehensive Income
Year ended Year ended
31 December 31 December
2025 2024
USD USD
Income
14,992,647 11,659,162
Expenses
(14,992,647) (11,659,162)
Result Before Fair Value Movements - -
Change in Fair Value of Gold Bullion
1,856,865,829 680,398,995
Change in Fair Value of Gold Securities
(1,858,252,539) (673,575,944)
(Loss)/Profit for the Year (1,386,710) 6,823,051
1,386,710 (6,823,051)
Adjusted Result
- -
(b) Non GAAP and Non Statutory Condensed Statement of Changes in Equity
USD USD USD USD USD USD
142 141,678 - (6,639,319) (6,497,499) 141,820
- - 6,823,051 - 6,823,051 6,823,051
- - (6,823,051) 6,823,051 - -
- - - - - (6,823,051)
142 141,678 - 183,732 325,552 141,820
Transfer to Revaluation
Reserve
Profit and Total
Comprehensive
Income/(Expense) for the
Year
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Balance at
31 December 2024
Adjustment from Market Value to Contractual Value (as set out in the Prospectus)
of Gold Securities
Adjustment from Market
Value to Contractual Value
(as set out in the Prospectus)
of Gold Securities
Balance at
1 January 2024
Retained
Earnings
Revaluation
Reserve
4
Total
Equity
Share Capital
Adjusted
Total Equity
4
This represents the difference between the value of Gold Bullion and the price of Gold Securities.
Share
Premium
Gold Bullion Securities Limited
Notes to the Financial Statements (continued)
For the year ended 31 December 2025
18.
Non GAAP and Non Statutory Information (continued)
(b) Non GAAP and Non Statutory Condensed Statement of Changes in Equity (continued)
USD USD USD USD USD USD
142 141,678 - 183,732 325,552 141,820
- - (1,386,710) - (1,386,710) (1,386,710)
- - 1,386,710 (1,386,710) - -
- - - - - 1,386,710
142 141,678 - (1,202,978) (1,061,158) 141,820
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Balance at
1 January 2025
Share Capital
Share
Premium
Retained
Earnings
Revaluation
Reserve
4
Total
Equity
Adjusted
Total Equity
Loss and Total
Comprehensive
Income/(Expense) for the
Year
Transfer to Revaluation
Reserve
Adjustment from Market
Value to Contractual Value
(as set out in the Prospectus)
of Gold Securities
Balance at
31 December 2025
4
This represents the difference between the value of Gold Bullion and the price of Gold Securities.