Unaudited 2026 Interim Financial Statements

Golden Rock Global PLC

30 September 2026

 

30 September 2026

Golden Rock Global PLC

(the "Company")

Unaudited 2026 Interim Financial Statements

The Company is pleased to announce its results for the six months ended 30 June 2026.

Enquiries

Golden Rock Global plc John Croft (Director)	Email:[e-mail] Tel: [phone]
SPARK Advisory Partners Limited (Financial Advisor) Mark Brady	Tel: [phone]

The information contained within this announcement is deemed to constitute inside information as stipulated under the retained EU law version of the Market Abuse Regulation (EU) No. 596/2014 (the "UK MAR") which is part of UK law by virtue of the European Union (Withdrawal) Act 2018. The information is disclosed in accordance with the Company's obligations under Article 17 of the UK MAR. Upon the publication of this announcement, this inside information is now considered to be in the public domain.

Golden Rock Global plc (Incorporated and registered in Jersey under the Companies (Jersey) Law 1991 with registered number 121560)

Unaudited Condensed Consolidated Results for the six months ended 30 June 2026

STATEMENT ON BEHALF OF THE BOARD

I am pleased to announce the unaudited results for the six months ended 30 June 2026.

The Company reports an operating loss of £656,355 for the six months ended 30 June 2026 (30 June 2025: loss £288,713), a loss of 2.54 pence per share (30 June 2025: 1.26 pence). The respective losses, adjusted for non-cash charges relating to Convertible Loan Notes ("CLN") and warrants, for the six months to 30 June 2026 were £466,160 (30 June 2025: £112,066) reflecting the Company's increased expenditure on professional advisors and other costs committed to the Company's potential acquisition.

During the period the Company secured increased CLN funding of £1,035,000 for a total facility of £1,490,000. At 30 June 2026 and at the date of this report, the Company has fully drawn the available CLN facilities to fund its working capital requirements. At 30 June 2026 the Company had cash at bank of £728,659 (30 June 2025: £272,892).

On 21 January 2026, the Company suspended its listing  on the Equity shares (shell companies) category of the Official List and trade on the Main Market of the London Stock Exchange, on the announcement of the Company entering into non-binding heads of terms for a Reverse Takeover ("RTO") transaction. The Company's shares continue to be suspended at the date of this report as the Directors continue to actively work with the RTO counterparty, StarEdge Digital Infrastructure Inc., ("SEDI"), to pursue completion of the transaction.

The Board appreciates that the Company's listing has been suspended for an extended period while the RTO transaction is pursued. This has been due to unexpected delays resulting from the reorganization of SEDI as announced on 23 July 2026. Advisors, including legal, reporting accountants and now a Financial Advisor and Sponsor (SPARK Advisory Partners Limited), for the proposed RTO, have now been appointed and are working with the Company, and SEDI's board and advisors, to progress the proposed transaction. 

Further updates on progress in this regard will be announced in due course.

Paul Carroll

Non-executive Chairman

29 September 2026

UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME AND EXPENSE
	Note	Six months ended 30 June 2026 £			Six months ended 30 June 2025 £		Year ended 31 Dec 2025 £
							Audited
Administrative expenses
-       Professional fees		(316,449)			(95,708)		(202,883)
-       Directorship fees		(40,000)			(16,250)		(97,378)
-       Other expenses		(100,687)			(108)		(67,403)
-        Share based payments		(171,901)			-		(478,194)
Operating loss		(629,037)			(112,066)		(845,558)
Finance income		1,371					720
Finance costs		(22,218)			(1,712)		(20,229)
Fair value through profit or loss		(6,471)			(174,935)		-
Loss before income tax		(656,355)			(288,713)		(865,367)
Taxation	5	-			-		-
Loss and Total comprehensive income for the year		(656,355)			(288,713)		(865,267))
Loss per share
Loss from continuing operations - basic and diluted	7	(2.54)			(1.26)		(3.34)
(pence per share)

 

UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

	Note	30 June 2026 £		30 June 2025 £		31 Dec 2025 £
						Audited
Assets
Current assets
Other Receivables		11,116		5,500		7,217
Loan Receivable	12	80,587		-		-
Cash and cash equivalents		728,659		85,500		272,892
Total current assets		820,362		91,005		280,109
Total assets		820,362		91,005		280,109
Equity and liabilities
Capital and reserves
Ordinary shares	8	269,409		229,750		268,750
Share premium		1,715,038		1,658,038		1,715,038
Prepaid equity	9	1,163,957		107,457		449,161
Equity options	9	471,023		-		150,819
Share based payments	10	746,298		45,075		574,397
Accumulated losses		(3,742,339)		(2,509,330)		(3,085,984)
Total equity		623,386		(469,010)		72,181
Liabilities
Current liabilities
Trade creditors		164,291		64,811		13,105
Accruals		32,685		139,320		83,117
Financial  liability	9	-		355,884		111,706
Total current liabilities		196,976		560,015		207,928
Total equity and liabilities		820,362		91,005		280,109

UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

		Share capital	Share premium		Share based payments	Prepaid equity	Equity Options	Accumulated losses	Total equity
		£	£		£	£	£	£	£
Balance at 1 January 2025		229,750	1,658,038		45,075	78,180	-	(2,220,617)	(209,574)
Loss and Total comprehensive expense for the period		-	-		-	-	-	(288,713)	(288,713)
Issue of Convertible Instruments		-	-		-	29,277	-	-	29,277
Decrease in capital		-	-		-	29,277	-	(288,713)	(259,436)
Balance at 30 June 2025		229,750	1,658,038		45,075	107,457	-	(2,509,330)	(469,010)
Loss and Total comprehensive expense for the year		-	-		-	-	-	(865,367)	(865,367)
Issue of Shares Issue of Warrants Issue of Convertible Instruments Reclassification from liabilities		39,000 - - -	57,000 - - -		- 529,322 - -	- - 370,981 -	- - 122,542 28,277	- - - -	96,000 529,322 493,523 28,277
Increase in capital		39,000	57,000		529,322	370,981	150,819	(865,367)	281,755
Balance at 31 December 2025 and 1 January 2026		268,750	1,715,038		574,397	449,161	150,819	(3,085,984)	72,181
Loss and Total comprehensive expense for the period		-	-		-	-	-	(656,355)	(656,355)
Issue of shares Issue of warrants Issue of Convertible Instruments		659 - -	- - -		- 171,901 -	- - 714,796	- - 320,204	- - -	659 171,901 1,035,000
Increase in capital		659		-	171,901	714,796	320,204	(656,355)	551,205
Balance at 30 June 2026		269,409	1,715,038		746,298	1,163,957	471,023	(3,742,339)	623,386

The following describes the nature and purpose of each reserve within owners' equity:

Share capital	Amount subscribed for share capital at par value
Share premium	Amount subscribed for share capital in excess of par value
Share based payment reserve	The share-based payment reserve represents relating to share-based payment transactions granted as warrants
Prepaid equity	Fair value of convertible loan notes that will convert into equity in future accounting periods
Equity options	Fair value of conversion option in convertible loan notes that will convert into equity in future accounting periods
Accumulated losses	Represents the cumulative net gains and losses recognised in the statement of comprehensive income

 

UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

 

	Six months ended 30 June 2026 £		Six months ended 30 June 2025 £		Year ended 31 Dec 2025 £
					Audited
Cash flows from operating activities
Loss before tax	(656,355)		(288,713)		(865,367)
Adjustment for non-cash movement:
Share based payment charge Effective interest cost	171,901 11,823		- 1,712		- 20,229
Fair value charges through profit or loss	6,471		174,935		529,322
Adjusted loss	(466,160)		(112,066)		(315,816)
(Increase)/Decrease in receivables	(4,486)		916		(801)
Increase/(Decrease) in payables	100,754		13,788		(93,358)
Net cash used in operating activities	(369,892)		(97,362)		(409,975)
Cash flows from investing activities
Loan advance	(80,000)		-		-
	(80,000)		-		-
Cash flows from financing activities
Net proceeds from issue of ordinary shares	659		-		96,000
Repayment of financial liability	(130,000)		-		-
Prepayment of equity	1,035,000		181,000		585,000
Cash flows from financing activities	905,659		181,000		681,000
Net increase in cash and cash equivalents	455,767		83,638		271,025
Cash and cash equivalents at beginning of the year	272,892		1,867		1,867
Cash and cash equivalents at end of the year	728,659		85,505		272,892

NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS

1.    GENERAL INFORMATION

The Company was incorporated and registered in Jersey as a public company limited by shares on 17 June 2016 under the Companies (Jersey) Law 1991, as amended, with the name Golden Rock Global plc, and registered number 121560.

The Company's registered office is located at 36 Hilgrove Street, St Helier, JE2 4SL, Jersey.

The Company wholly owns Golden Rock Services Limited ("GRS") incorporated in England & Wales as a private company limited by shares on 20 November 2020 under the UK Companies Act 2006, as amended, and registered number 13036001 ("Group").

The Company's ordinary shares are admitted to the Equity Shares (Shell) category of the Official List and trade on the Main Market of the London Stock Exchange.

2.    BASIS OF PREPARATION

The unaudited condensed consolidated interim financial information for the six months ended 30 June 2026 has been prepared in accordance with International Accounting Standard ("IAS") 34 "Interim Financial Reporting" and are presented in GB Pounds. It does not contain all of the disclosures required for a full set of annual financial statements and should be read in conjunction with the Group's audited consolidated financial statements for the year ended 31 December 2025. The Company's auditor has neither reviewed nor audited these interim financial statements.

 

3.    PRINCIPAL ACCOUNTING POLICIES

The condensed consolidated interim financial information has been prepared on the historical cost convention, as modified by the revaluation of certain financial assets and financial liabilities at fair value through the income statement.

The accounting policies and methods of computation used in the condensed consolidated financial information for the six months ended 30 June 2026 are the same as those followed in the preparation of the Group's annual financial statements for the year ended 31 December 2025 and are those the Group expects to apply into financial statements for the year ending 31 December 2026. There was no impact on the Company's accounting policies as a result of any new or amended standards which became applicable for the current accounting period.

The seasonality or cyclicality of the Group does not impact the interim financial information.

4. SEGMENT INFORMATION

The operating segment has been determined and reviewed by the senior management and Board members to be used to make strategic decisions. The senior management and Board members consider there to be a single business segment, being that of investing activity. The reportable operating segment derives its revenue primarily from structured equity and debt investment in several companies and unquoted investments.

5. TAXATION

The Company is incorporated in Jersey, and its activities are subject to taxation at a rate of 0%. GRS is domicile in the United Kingdom but has no income and bears no expense (which are borne by the Company).

6. DIVIDEND

The Board does not recommend the payment of an interim dividend in respect of the six months ended 30 June 2026 (30 June 2025: Nil).

NOTES TO THE CONDENSED FINANCIAL STATEMENTS (CONTINUED)

7. LOSS PER SHARE

The Company presents basic and diluted earnings per share information for its ordinary shares. Basic earnings per share are calculated by dividing the profit attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares in issue during the reporting period. Diluted earnings per share are determined by adjusting the profit attributable to ordinary shareholders and the weighted average number of ordinary shares outstanding for the effects of all dilutive potential ordinary shares.

	Six months ended 30 June 2026		Six months ended 30 June 2025		Year ended 31 December 2025
					Audited
	£		£		£
Loss attributable to ordinary shareholders	(656,355)		(288,713)		(865,367)
Weighted average number of shares	33,976,933		22,975,000		25,884,178
Loss per share (expressed as pence per share)	(2.54)		(1.26)		(3.34)

8. SHARE CAPITAL

	Number of shares		Nominal value £
Authorised
Ordinary shares of GBP 0.01 each	48,000,000		480,000
Issued and fully paid
At 1 January 2025	22,975,000		229,750
At 30 June 2025	27,525,000		230,750
At 31 December 2025	31,325,000		268,750
At 30 June 2026	34,250,000		269,409

The issued shares have a nominal value of each share of £0.01 and are fully paid. There are no restrictions on the distribution of dividends and the repayment of capital.

On 21 January 2026 the Company issued 3,000,000 shares on exercise of warrant at a price of £0.00021978 raising £659 ("New Shares"). The New Shares were issued as fully paid at the discount nominal value.

9. CONVERTIBLE LOAN NOTES

Convertible loan note instrument

In October 2025 the Company and various lenders (the "Lenders") entered into a Convertible Loan Note facility (the "CLN") for up to £1,000,000 with an 8% 360-day non-compounding coupon, maturing on the third anniversary, principal and interest conversion priced at £0.03 (fixed), conversion at the Company's option for the first nine months thereafter conversion at noteholders' option through to maturity, coupon to be converted at maturity. £455,000 was advanced by Lenders between October and November 2025.

 

9. CONVERTIBLE LOAN NOTES (CONTINUED)

Convertible loan note instrument (continued)

On 24 February 2026 the Company and NE10 Vodka Limited agreed to cancel its June 2025 CLN with outstanding principal of £130,000 and to enter into a non-interest-bearing repayment loan in the aggregate amount of £140,394 in settlement of the principal and accrued interest.

On 17 March 2026 the Company announced that the CLN has been increased to £1,500,000 on unchanged terms; further subscriptions of £1,035,000 had been received bring the total subscribed to £1,490,000.

The Company has valued CLN, following IFRS guidance and classifying the October CLN as a Simple Advance For Equity ('SAFE') Instrument, as Prepaid Equity with an Equity Option.

The Company used a Black Scholes valuation model to determine the Equity Option value, assuming Level 2 observations for volatility of 60% and a risk-free rate of 3.858%, calculating the new subscribers' option value at 30 June 2026 as £368,133 from which the Company's calculated option value of £87,347 was deducted, a net conversion option value of £280,786, leaving £754,213 (of the £1,035,000 received) as equity (SAFE).

10. WARRANTS

On 21 January 2026 a warrant was exercised, and 3,000,000 ordinary shares were allotted fully paid up at an exercise price of £0.00021978 per share for consideration of £659.

On 16 March 2026 the Company further granted, on 1 for 2 basis, warrants to subscribers of new convertible loan notes ("CLN") giving rise to 17,250,000 warrants exercisable at a price of £0.03 per share for a period of three years from the date of issue. The October 2025 and March 2026 CLN warrants were valued using the Black Scholes method with a share price of £0.0345, volatility assumption of 60%, 3.858% risk free rate and expiry assumption of 31 December 2026, giving rise to a charge to the share based payment reserve of £171,901.

At 30 June 2026 the Company has 49,523,333 warrants outstanding.

	Number of Warrants		Weighted average price		Weighted average remaining life (yr)
At 30 June 2025	5,400,000		£0.0250		1.56
At 31 December 2025	35,273,333		£0.0262		2.62
At 30 June 2026	49,523,333		£0.0161		2.30

11. RESTRICTIONS ON EXERCISE OF WARRANTS AND CONVERSION OF LOAN NOTES ("CLNs")

The Warrants are not capable of being exercised and the CLNs are not capable of being converted in each case (i) unless the Directors have been granted necessary share authorities to allow the resulting issuance of new ordinary shares; (ii) if the resulting issuance of new ordinary shares to the subscriber to the new ordinary shares, when taken together with their respective existing shareholdings in the Company at the date of such exercise or conversion, would require either of them to make a mandatory cash offer for all the ordinary shares in the Company not already owned by them pursuant to rule 9 of the Takeover Code; or (iii) if a prospectus would be required to be published by the Company in order for the resulting new ordinary shares to be admitted to the Equity Shares (shell companies) Category of the Official List of the FCA and to trading on the Main Market of the London Stock Exchange.

12. RELATED PARTY TRANSACTIONS

During the six months to 30 June 2026, the Group entered into the following transactions with related parties and connected parties:

On 24 February 2026 the Company and NE10 Vodka Limited agreed to cancel the CLN with outstanding principal of £130,000 and to enter into a non-interest-bearing repayment loan in the aggregate amount of £140,394 in settlement of the principal and accrued interest. On 30 June 2026 the Company paid an amount of £145,000 to NE10 Vodka Limited on account of, and in settlement of, the principal and accrued interest. At 30 June 2026, NE10 Vodka Limited owed the Company £4,606 in respect of the overpayment. Paul Carroll is a director of NE10 Vodka Limited.

On 28 May 2026 the Company advanced to Paul Carroll an amount of £80,000 as a loan to a Director. The loan was made on commercial terms to Mr. Carroll with an interest coupon of 8% per annum and the principal plus accrued interest repayable in cash on 18 October 2026.  As the principal amount of the Loan exceeded 5% of, inter alia, the Company's latest published gross assets at that time, the transaction constituted a material related party transaction pursuant to DTR 7.3 and should have been announced at the time the loan was agreed. This disclosure oversight was uncovered as part of the review process on production of these unaudited interim financial statements and the relevant disclosure note therein.

13. EVENTS AFTER THE REPORTING PERIOD

On 23 July 2026 the Company issued an RNS update to the market, advising on the corporate restructuring of the proposed RTO, and business details of the target operating entity.

14. RESPONSIBILITY STATEMENT

We confirm that to the best of our knowledge:

The interim financial report has been prepared in accordance with IAS 34 'Interim Financial Reporting';

The interim financial report includes a fair review of the information required by the DTR 4.2.7R (indication of important events during the first six months and description of principal risks and uncertainties for the remaining six months of the year); and

The interim financial report includes a fair review of the information required by DTR 4.2.8R (disclosure of related parties' transactions and changes therein).

 

END