Golden Rock Global - Unaudited 2026 Interim Financial Statements

Golden Rock Global

30/09/2026 09:34

RNS Number : 9634W
  
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:John@croftinternationalpartners.com
Tel: +9715 2806 8918




 








SPARK Advisory Partners Limited (Financial Advisor)
Mark Brady


 
Tel: +44 (0)203 368 3551




 
 
 
 
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).
 




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