REG - Golden Rock Global - 2025 Annual Results
14/05/2026 07:00
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RNS Number : 3210E Golden Rock Global PLC 14 May 2026
GOLDEN ROCK GLOBAL PLC
("COMPANY")
2025 Annual Results
Golden Rock Global plc, ("GCG", the "Company") a Jersey registered company
admitted to the Equity shares (shell companies) category of the Official List
of the Financial Conduct Authority (the "Official List") and to the main
market of the London Stock Exchange plc ("Main Market") is pleased to announce
the publication of its final results for the year ended 31 December 2025.
Hard copies of the Audited 2025 Financial Statements are available upon
request. The Results will also be available on the Company's website:
https://grglondon.com/investor-relations-1
(https://grglondon.com/investor-relations-1)
Enquiries
Golden Rock Global plc
John Croft Email: John@croftinternationalpartners.com
Tel:
0778 531 5588
LEI: 213800LQDN7P5PV83Q46
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.
STATEMENT ON BEHALF OF THE
GOLDEN ROCK GLOBAL PLC BOARD
I am pleased to announce the audited results for the year ended 31 December
2025.
The Company remained suspended from the start of the year until its
restoration on 21 August 2025. On 21 January 2026 the Company announced it had
entered into heads of terms for a potential reverse takeover transaction and
applied for suspension from that date, which continues to the date of this
report.
Turning to the results for the year, with the Company continuing as a cash
shell we had no revenue and operating costs were kept to a minimum mainly
comprising the regulatory costs of being a listed company. Operational cash
outgoings amounted to £409k, funded by the issue of new convertible loan
notes during the year.
In June 2025 the Company secured a Convertible Loan Note ("CLN") facility of
up to £300k from NE-10 Vodka Ltd, ("NE10") increased in July 2025 to £500k.
Successful negotiations were achieved with various creditors to accept reduced
settlement which were met from loan drawdowns of £180k in June 2025. NE10
subsequently was unable to provide further funding under the facility,
culminating in a request in December 2025 to have the loans repaid and the
amount outstanding being partly repaid and a principal of £130k outstanding
at the year end.
In October 2025 the Company carried out a further round of funding and issued
a new CLN and raised £455k from new subscribers, of which £50k was used to
repay £50k to NE10, and to fund ongoing working capital.
The Company also agreed with NE10 in February 2026 to cancel the CLN and to
replace it with a non-interest-bearing repayment loan, to be repaid at such
time as the Company may determine.
Since the end of the 2025 financial year, the Company has entered into
subscription agreements to raise, subject to compliance with final conditions,
a further £1.035 million in new convertible loans, principally to fund the
advisory costs anticipated for the reverse takeover transaction. You will
note the audit opinion and the going concern statement on page 16 which
underlines the Company is reliant on receipt of these new convertible loans
for certainty over its liquidity for the next twelve months.
Your Board is now focused on the delivery in 2026 of a successful reverse
takeover and the creation of enhanced value for the Company's shareholders.
Paul Carroll
Chairman
13 May 2026
CORPORATE GOVERNANCE REPORT
Introduction
There is no applicable regime of corporate governance to which the directors
of a Jersey company must adhere over and above the general fiduciary duties
and duties of care, skill and diligence imposed on such directors under Jersey
law. As a Jersey company and a company with a Shell Companies listing
category, the Company is not required to comply with the provisions of the UK
Corporate Governance Code. Nevertheless, the Directors are committed to
maintaining high standards of corporate governance and, so far as is
practicable given the Company's size and nature, have voluntarily adopted and
comply with the Quoted Companies Alliance Code ("QCA Code").
QCA CODE
The QCA Code is a pragmatic and practical corporate governance tool which
adopts a proportionate, principles-based approach which the Board believes
will enable the explanation of how the Company applies the QCA Code and its
overall corporate governance arrangements. The QCA Code is constructed around
10 broad principles which are set out below together with an explanation of
how the Company will comply with each principle, and where it will not do so,
an explanation for that.
THE BOARD
As suggested by the QCA, the Chairman makes the following statement in
relation to corporate governance:
"As Chairman of the Company, I lead our Board of Directors and have primary
responsibility for ensuring that the Company meets the standards of corporate
governance expected of a listed Shell Company of our size. Our over-arching
role as a Board is to be responsible for the Company's investing policy and to
ensure that it is being properly pursued. In pursuing that strategy, our
second key focus is to supervise, manage and objectively assess decisions and
performance of investments. Given there is no executive team or management in
the Company, this direct responsibility is critically important in terms of
delivering value to our shareholders.
We set out below how we as a Board seek to apply the QCA Code, bearing in mind
the Shell Company nature of the Company. Being a Shell Company means we are
naturally focused on investment strategy and deploying our cash resources in
the most efficient way to secure investments and to generate returns for
shareholders in the medium to long term, balancing the potential risks and
rewards of each potential investment. We have a rigorous investment process
including third-party legal, commercial, and financial due diligence, and will
procure site visits, management meetings, and independent valuations where
relevant. We are not a large corporate with multiple stakeholders and, as
noted above, our Board is non-executive at the date of this report. We,
therefore, intend to take a pragmatic approach to governance structures and
processes and whilst implementing a high-bar governance culture at Board
level, will adopt policies, procedures and systems which we think are
appropriate to a listed Shell Company and for any potential transaction."
The Board and Board Committees
The Company holds board meetings as required and not less than four times
annually. The Board has established terms of reference for but has not
delegated matters to committees. Given the Company's current stage of
development and currently with only two non-executive Directors, the Board
takes responsibility for overseeing audit, nomination, remuneration and
investment matters.
The Board has established terms of reference for the following Committees:
The Nominations and Remuneration Committee
To review the proposed appointments of directors, and the scale and structure
of the Directors' remuneration and the terms of their service or employment
contracts, including warrant schemes and other bonus arrangements. The
remuneration and terms and conditions of the non-executive Directors are to be
set by the entire Board, with Directors absenting themselves, at the
appropriate time, from discussions on matters directly reflecting their
remuneration.
The Audit Committee
The Audit Committee will appoint and determine the terms of engagement of the
Group's auditors and will determine, in consultation with the auditors, the
scope of the audit. The Audit Committee monitors the independence of the
Group's auditor, and the appropriateness of any non-audit services. The Audit
Committee receives and reviews reports from management and the Group's
auditors relating to the interim and annual accounts and the accounting and
internal control systems in use throughout the Group. The Audit Committee has
unrestricted access to the Group's auditors. The Audit Committee makes
recommendations to the Board.
DELIVER GROWTH
Principle 1: Establish a purpose, strategy and business model which promotes
long-term value for shareholders
Application
(a) The board must be able to express a shared view of the company's
purpose, business model and strategy.
(b) A company's purpose is its essential reason for being. The business
model and strategy should fall out of this. A board should be able to explain,
beyond a simple description of products and corporate structures, how the
company intends to deliver shareholder value in the medium to long-term.
(c) In explaining the strategy, the board should have specific long-term
objectives against which it can determine if the company is succeeding and in
so doing delivering on its purpose.
(d) The board should demonstrate that the delivery of long-term growth is
underpinned by a clear set of values aimed at protecting the company from
unnecessary risk and securing its long-term future.
Compliance
The Board will be concentrating on the reverse takeover transaction following
its current suspension from market trading.
The Board maintains access to a strong pipeline of targets consisting of
companies with strong management teams and good growth prospects. The Board's
primary objective is to complete the current transaction.
The Board maintains a vigilant watch over the current investment climate and
macro-economic conditions worldwide. These factors have the potential to
impact and pose challenges to the Company's execution strategy. This includes
considerations of regulatory and governmental policy changes that may arise,
requiring the Company to adapt and navigate accordingly.
Principle 2: Promote a corporate culture that is based on ethical values and
behaviours
Application
(a) The board should embody and promote a corporate culture that is based on
sound ethical values and behaviours, and which is supportive of the delivery
of the company's established purpose, strategy and business model.
(b) The desired culture should be reflected in the actions and decisions of
the board and executive management team. Corporate values should guide the
objectives and strategy of the company.
(c) The culture should be visible throughout the company's operations,
including recruitment, nominations, training, and engagement. The performance
and reward system throughout the company should reflect and reinforce the
maintenance of this culture.
(d) The corporate culture should be recognisable throughout the disclosures
in the annual report, website, and any other communications by the company,
both internal and external.
Compliance
The Board is focused on securing funding, making qualifying investments and
generating investment returns for its shareholders and will at all times seek
to follow ethical practises and to engage with similarly committed parties,
but this is not an absolute determinant for any transaction. As discussed
above, given the Company is a listed Shell Company currently with no employees
or other internal stakeholders, the Board cannot presently drive a corporate
culture within the business.
Principle 3: Seek to understand and meet shareholder needs and expectations
Application
(a) Directors must develop a good understanding of the needs and
expectations of all elements of the company's shareholder base.
(b) Where not already required, companies with a controlling shareholder
(for example, an investor controlling 30% or more of the votes able to be cast
at a general meeting of the company) should consider putting in place
arrangements to protect minority shareholders which may include a relationship
agreement or other measures.
(c) The board should ensure proactive engagement with shareholders on
governance matters. This should be led by the chair or, where appropriate, the
Senior Independent Director. Other directors, such as the chairs of the
board's sub-committees, should also make themselves available for engagement
with shareholders.
(d) The board must manage shareholders' expectations and should seek to
understand the motivations behind shareholder voting decisions.
Compliance
The Board is aware of the need to protect the interests of minority
shareholders and the balancing of these interests with those of any majority
shareholders. The Board also considers the terms of the relationship agreement
the Company has entered with its largest shareholders and, where necessary,
will enforce any relevant terms.
The Company regularly updates the market via its RNS news feed of any
disclosable matters and where appropriate, also uses social media platforms to
engage with a wider audience.
The Company publishes all relevant materials, according to QCA definitions, on
its website. This includes annual reports and shareholder circulars.
Principle 4: Take into account wider stakeholder interests, including social
and environmental responsibilities, and their implications for long-term
success
Application
(a) Long-term success relies upon good relations with a range of different
stakeholder groups.
(b) The board should periodically identify the company's key stakeholders -
for example, suppliers, customers, employees, communities, regulators, or
others. The board should understand their needs, interests, and expectations.
(c) Feedback is an essential part of all control mechanisms. Systems need to
be in place to solicit, consider and act on feedback from all stakeholders.
(d) The company should devote particular attention to its workforce and
ensure that its practices towards its employees (direct and indirect) are
consistent with the company's values. Arrangements should be in place to
enable employees to raise concerns in confidence and processes to ensure that
such matters are considered and where appropriate actions are taken.
(e) The governance and appropriate oversight of a company's approach towards
relevant environmental and social issues is a responsibility of the board.
Matters that relate to the company's impact on society, the communities within
which it operates, or the environment - including those relating to or
stemming from climate change - have the potential to affect the company's
ability to deliver shareholder value over the medium to long-term. These
matters must be integrated into the company's strategy, risk management and
business model.
Compliance
The balance of economic value to the Group and environmental and social impact
will be carefully considered, not only throughout acquisition due diligence
for any potential investments but also in the ongoing monitoring of
performance indicators of invested projects, with the maintenance of high
environmental and social standards is a key priority. The Board is conscious
of its responsibilities in relation to society, particularly in developing
economies.
The key resources for the Company are principally its Board of Directors and
the Company's external advisors including its brokers, lawyers and auditors.
The Company relies on a network of intermediaries to originate investment deal
flow. The Board engages with its advisors on a regular basis and takes
feedback from it throughout the year. In particular, it seeks advice in
relation to regulatory and statutory compliance and their impact on its
investments from its legal advisor and from the auditors in relation to
accounting matters including fair value and the annual audit.
Principle 5: Embed effective risk management, internal controls and assurance
activities, considering both opportunities and threats, throughout the
organisation
Application
(a) The board needs to ensure that the company's risk management framework
identifies and addresses all relevant risks in order to execute and deliver on
its stated purpose and strategy. Companies need to consider not only the
enterprise view but also their extended business, including the company's
entire supply chain, other material third-parties (including suppliers of
outsourced services) and any reliance on strategic partners.
(b) Setting strategy includes determining the extent of exposure to the
identified principal risks that the company is able to bear and willing to
take (risk tolerance and risk appetite). The company should ensure that a
balanced view of risk is achieved, and, as well as threats should consider
opportunities and the potential for value creation.
(c) The board should ensure that all potential risks are considered, on a
proportionate and material basis, including those relating to climate change.
(d) The board should review and consider whether the company's
enterprise-wide internal controls are sufficiently robust to manage the
identified risks adequately.
(e) To achieve effective risk management, the board, and in particular the
audit committee, must ensure that there are appropriate assurance activities
in operation. This may be based on access to internal resources, or
particularly in specialist or technical areas, the utilisation of external
experts.
(f) It is important to ensure that the company auditor is and is seen to
be sufficiently independent of management.
Compliance
Effective risk management in relation to a transaction is key to the Board's
assessment of potential transaction performance. Measuring risk in a
transaction case, in terms of both how it can be mitigated and the potential
upside of taking on such risk are critical elements of the analysis produced
by the Company and reviewed by the Board for each transaction. The Board also
considers at all times regulatory requirements to avoid the risk of delisting,
to enter into transactions consistent with its Company Objective and Business
Strategy and to ensure a transaction's continuing qualification.
MAINTAIN A DYNAMIC MANAGEMENT FRAMEWORK
Principle 6: Establish and maintain the board as a well-functioning, balanced
team led by the Chair
Application
(a) The board members have a collective responsibility and legal obligation
to promote the interests of the company and are collectively responsible for
defining corporate governance arrangements. The board should not be dominated
by one person or a group of people, and each director must be able to commit
the time necessary to fulfil their role. Ultimate responsibility for the
quality and effectiveness of the board lies with the chair.
(b) Shareholders should be given the opportunity to vote annually on the
(re-)election of all individual directors to the board.
(c) In order to uphold the quality of board independence (see section 4 for
more guidance), the board should be comprised of an appropriate balance
between executive and non-executive directors. The independent non-executive
directors should comprise at least half of the board. The chair, if
independent upon appointment and still considered independent (see paragraph
e), can be included in this calculation. However, as a minimum there should be
at least two non-executive directors whom the board considers to be
independent.
(d) Key committees, in particular the audit committee and remuneration
committee, should comprise at least a majority of independent NEDs and ideally
aim for full independence. The company should consider whether it is
appropriate to have a senior independent director.
(e) Boards should be sensitive to both real and perceived impediments to
independence. Consideration should be given to those factors which may impede
independence which include (but are not limited to): length of board tenure;
size of shareholding; prior and/or current commercial or contractual
relationships with the company; prior and/or current commercial or contractual
relationships with executive directors; and significant incentive pay
arrangements beyond a director's fee.
(f) Since independence can be easily compromised, NEDs should rarely
participate in performance-related remuneration schemes or have a significant
interest in a company share option scheme. Where performance-related
remuneration is considered beneficial, it should be proportionate, and
shareholders should be consulted before proceeding.
(g) The board should reflect on its own levels of diversity. Of most
importance is ensuring the board possesses the necessary knowledge and
skillset - while avoiding groupthink. Consideration should be given to factors
such as socio-economic backgrounds, nationality, educational attainment,
gender, ethnicity and age. Boards should assess how their collective and
individual perspectives add to board discussions and ensure there is
sufficiently wide-ranging and business relevant input, to deliver the best
decision-making process in the context of the company's business model,
geographic footprint and forward-looking strategy. This assessment should feed
into ongoing succession planning for the board.
Compliance
The Board currently consists of the non-executive Chairman and one other
non-executive Director.
These individuals serve as non-executive Directors and are regarded as
independent directors.
Each non-executive Director is engaged on a rolling three-year contract basis
with three months' notice on either side and is required to commit to the time
necessary to fulfil their roles.
The non-executive Directors' roles and responsibilities include but are not
limited to engaging potential advisors and other parties across the Company's
domain globally, initiating and agreeing terms of engagement to support the
business development of the Company, liaising with the Company's lawyers and
other advisors in London, being the main representative of the Board for
making public announcements and engaging with Shareholders, Investors and
other Stakeholders to promote the Company and its business objectives.
Principle 7: Maintain appropriate governance structures and ensure that,
individually and collectively, directors have the necessary up-to-date
experience, skills and capabilities
Application
(a) The company should maintain governance structures and processes in line
with its desired corporate culture and appropriate to its:
(i) size and complexity; and
(ii) capacity, appetite and tolerance for risk.
(b) The governance structures, processes and policies should evolve over
time in parallel with its size, strategy and business model to reflect its
maturity and stage of development.
(c) The board should be supported by committees - typically at least an
audit, remuneration and nomination committee - that also have the necessary
skills and knowledge to discharge their duties and responsibilities
effectively.
(d) The board should ensure that it has the necessary skills and experience
to fulfil its governance responsibilities, including among other things with
respect to cyber security, emerging technologies, and relevant sustainability
matters such as climate change. The board should consider any need to
establish further dedicated sub-committees and, where appropriate, seek input
from external advisers on such matters.
(e) All directors should continually update their skills and knowledge. As a
company and the external environment evolves, the mix of skills and experience
required on the board will change. The board should consider its training and
development needs in this context, plan ahead and structure such provision
accordingly.
(f) The board (and any committees) should be provided with high quality
information in a timely manner to facilitate proper assessment of the matters
requiring a decision or insight. The board should consider this and the design
and implementation of its decision-making processes to ensure they are
effective.
Compliance
Directors who have been appointed to the Company have been chosen because of
the skills and experience they offer. The identity of each Director and his
biographical summary is provided on the Company's website, which includes each
Director's relevant experience, skills, personal qualities, and capabilities.
The current Directors offer a mix of investment, governance, operational,
sector and geographical expertise and exposure.
The Board has not taken any specific external advice on a specific matter,
other than in the normal course of business as a listed Shell Company and in
pursuit of the Investment Policy. There are no internal advisors to the Board.
The Directors rely on access to the Company's advisors to keep their skills up
to date and through attending market updates and other seminars provided by
the advisors, the London Stock Exchange plc and regulators.
Principle 8: Evaluate Board performance based on clear and relevant
objectives, seeking continuous improvement
Application
(a) The board should regularly review its performance as a unit, as well as
that of its committees and the individual directors.
(b) The board performance review should be carried out on an annual basis
and include opportunities for improvement with respect to the performance of
the chair, and the operation of the board and its committees. The review
should identify development or mentoring needs of individual directors and/or
the wider senior management team.
(c) The annual review can be carried out internally and should, ideally, be
supplemented periodically by an external independent third-party review.
(d) It is healthy for membership of the board to be periodically refreshed.
No member of the board should become indispensable.
(e) Succession planning for both the executives and non-executives is a
vital task for boards. This should extend to contingency planning for the
absence of key staff. There should be a robust process for the orderly
appointment of new directors to the board and senior management positions.
Consideration should be given to establishing a nomination committee to help
with the process and ensure a diverse pipeline - both internally and
externally - for succession. The skills, experience, capabilities and
background required for directors and senior management to support the next
stage of the company's development should be identified and factored into
succession planning.
Compliance
The Board currently consists of non-executive Directors, the Company having no
employees. In this regard, Board performance and oversight lies predominantly
with the Chairman and other stakeholders, particularly shareholders.
The annual general meeting is held with shareholders where feedback on the
Company's progress is sought, and this interaction provides valuable input on
Board performance. Advice is also sought on Board composition on an ongoing
basis from the Company's advisors.
The composition of the Board is reviewed regularly, and changes made where
appropriate. The Company has recently made changes to the Board to realign its
skills and experience base and may make further appointment of additional
Directors in due course.
The Board does not carry out a formal review process.
Principle 9: Establish a remuneration policy which is supportive of long-term
value creation and the company's purpose, strategy and culture
Application
(a) It is the board's responsibility to establish an effective remuneration
policy which is aligned with the company's purpose, strategy and culture, as
well as its stage of development.
(b) A remuneration policy should motivate management and promote the
long-term growth of shareholder value. Remuneration practices across the
company, in particular for senior management, should support and reinforce the
desired corporate culture and promote the right behaviours and decisions.
(c) Pay structures for senior management should be simple and easy for
participants to understand and foster alignment with shareholders through the
building and holding of a meaningful shareholding in the company.
(d) The remuneration committee should, as necessary, consult with other
board committees in order to set appropriate incentive targets and to appraise
performance in respect of those targets.
(e) The annual remuneration report should be put to an advisory shareholder
vote. Where not mandated to be put to a binding vote, remuneration policies
should at least be put to an advisory vote. Larger companies may wish to
follow best practice and put their remuneration policy to a binding
shareholder vote. Given the significance and dilutive impact of such plans,
new (or significant amendments to existing) share schemes or long-term
incentive plans should be put to a shareholder vote.
Compliance
Compliance with this section is currently limited in its application, due to
the Company having only two remunerated Non-executive Directors. The Company
intends to adopt a new Remuneration Policy at an appropriate stage of the
Company's strategic development and operational expansion of its Board,
Officers and senior management following completion of a transaction.
BUILD TRUST
Principle 10: Communicate how the company is governed and is performing by
maintaining a dialogue with shareholders and other relevant stakeholders
Application
(a) A healthy dialogue should exist between the board and all of its key
stakeholders, including shareholders, to enable all interested parties to come
to informed decisions about the company. Board members, in particular the
chair, should be proactive in their effort.
(b) In particular, appropriate communication and reporting structures should
exist between the board and all constituent parts of its shareholder base and
other key stakeholders. This will assist:
(i) the communication of shareholders' and other key stakeholders'
views to the board; and
(ii) the shareholders' and other key stakeholders' understanding of the
unique circumstances and constraints faced by the company.
(c) Boards should ensure that corporate disclosures, in particular through
annual reporting, are appropriate to satisfy the reporting needs of investors,
including, but not limited to, sustainability matters.
(d) It should be clear where communication practices are described (annual
report or website).
Compliance
The Board attaches great importance to providing shareholders with clear and
transparent information on the Group's activities, strategy, and financial
position. Details of all shareholder communications are provided on the
Company's website, including historical annual reports and governance-related
material together with notices of all general meetings since its
incorporation. The Company discloses outcomes of all general meeting voting.
The Company works with its advisors on managing its communications strategy
and to assist in the review and distribution of regular news and regulatory
announcements. Periodic announcements are made regarding the Company's
activities and in accordance with its reporting calendar, as well as other
market and regional news relevant to the Company's business.
The Company lists contact details on its website and on all announcements
released via RNS, should shareholders wish to communicate with the Board.
GOLDEN ROCK GLOBAL BOARD
Leadership
The terms and conditions of appointment of the non-executive directors are
available for inspection at the Company's registered office.
Role of the Board
The Board sets the Company's strategy, ensuring that the necessary resources
are in place to achieve the agreed strategic priorities, and reviews
management and financial performance. It is accountable to shareholders for
the creation and delivery of strong, sustainable financial performance and
monitoring the Company's affairs within a framework of controls which enable
risk to be assessed and managed effectively. The Board also has responsibility
for setting the Company's core values and standards of business conduct and
for ensuring that these, together with the Company's obligations to its
stakeholders, are widely understood throughout the Company. The Board has a
formal schedule of matters reserved which is detailed later in this report.
Board Meetings
The core activities of the Board are carried out in scheduled meetings of the
Board and its Committees. These meetings are timed to link to key events in
the Company's corporate calendar. Outside the scheduled meetings of the Board,
the Directors maintain frequent contact with each other to keep them fully
briefed on the Company's operations. In the period under review the Board met
on seven occasions. Member's attendance record:
John Ross Wei Paul
Croft Andrews Chen Carroll
(res. 1 April 2025) (res. 30 May 2025) (app. 4 June 2025)
Meeting 1 Present Apologies Present
Meeting 2 Present Present
Meeting 3 Present Present
Meeting 4 Present Present
Meeting 5 Present Present
Meeting 6 Present Present
Meeting 7 Present Present
Matters reserved specifically for Board
The Board has a formal schedule of matters reserved that can only be decided
by the Board. The key matters reserved are the consideration and approval of:
· The Company's overall strategy;
· Financial statements and dividend policy;
· Management structure including succession planning, appointments
and remuneration (supported by the Remuneration Committee);
· Material acquisitions and disposals, material contracts, major
capital expenditure projects and budgets;
· Capital structure, debt and equity financing and other matters;
· Risk
· The Company's corporate governance and compliance arrangements;
and
· Corporate policies.
Summary of the Board's work in the period
During the period under review, the Board devoted its time to seeking further funding and transaction opportunities.
The Chairman sets the Board Agenda and ensures adequate time for discussion.
The Non-executive Directors brought a broad range of business and commercial
experience to the Company and had a particular responsibility to challenge
independently and constructively the performance of the Executive Director and
to monitor the Company's performance in the delivery of the agreed objectives
and targets. The Board considered John Croft and Paul Carroll to have been
independent in character and judgement throughout the period.
The independent Directors have effectively operated as Committee members
during the year. There were no committee meetings during the year owing to the
absence of an Audit or Remuneration matters, other than the Company's review
of its internal controls and matters related to the annual independent audit,
to be considered.
Experience of the Current Board
John Croft (Independent Non-Executive Director) is a well-regarded Board
Director with extensive experience of bringing Corporate Governance
disciplines to Boards of public and private companies alike, having served
also on numerous Board committees in a recent career which has focused
particularly on international companies in the Financial Services, Resources
and TMT sectors. John has extensive public market experience having served on
Boards of international companies which have been listed on the London Stock
Exchange. John is based in Dubai.
Paul Carroll (Independent Non-Executive Director appointed 4 June 2025) is an
innovative entrepreneur, experienced C-Suite executive, and highly proficient
public market director. He has extensive experience in founding and developing
businesses in manufacturing, technology and digital sectors throughout the UK,
USA and Canada. Paul currently holds senior leadership and advisory positions
with a diverse range of high growth organisations and specialises in
sustainable business modelling, growth capital financing and more recently
public and private mergers and acquisitions.
Other governance matters
All the Directors are aware that independent professional advice is available
to each Director in order to properly discharge their duties as a Director.
The Board is responsible for reviewing the structure, size and composition of
the Board and making recommendations to the Board with regards to any required
changes.
Commitments
All Directors have disclosed any significant commitments to the Board and
confirmed that they have sufficient time to discharge their duties.
Induction
All new Directors receive an induction as soon as practical on joining the
Board.
Conflict of interest
A Director has a duty to avoid a situation in which he or she has, or can
have, a direct or indirect interest that conflicts, or possibly may conflict,
with the interests of the Company. The Board had satisfied itself that there
is no compromise to the independence of those Directors who have appointments
on the Boards of, or relationships with, companies outside the Group. The
Board requires Directors to declare all appointments and other situations
which could result in a possible conflict of interest.
Board performance and evaluation
The Company has a policy of appraising Board performance annually. The Company
has concluded that for a company of its current scale, an internal process
administered by the Board is most appropriate at this stage.
Accountability
The Board is committed to providing shareholders with a clear assessment of
the Company's position and prospects. This is achieved through this report and
as required other periodic financial and trading statements.
Internal control
The Board of Directors reviews the effectiveness of the Company's system of
internal controls in line with the requirements of the QCA Code. The internal
control system is designed to manage the risk of failure to achieve its
business objectives. This covers internal financial and operational controls,
compliances and risk management. The Company had necessary procedures in place
for the period under review and up to the date of approval of the Annual
Report and Accounts. The Directors acknowledge their responsibility for the
Company's system of internal controls and for reviewing its effectiveness. The
Board confirms the need for an ongoing process for identification, evaluation
and management of significant risks faced by the Company. A risk assessment
for each project is carried out by the Directors before making any
commitments.
Board Committees
With a currently reduced Board comprised of two Directors, all Committee
functions are conducted as the full Board.
The Audit Committee has responsibility for monitoring the Company's financial
reporting. Given the size of the Company and the relative simplicity of the
systems, the Board considers that there has not been and there is no current
requirement for an internal audit function. The procedures that have been
established to provide internal financial controls are considered appropriate
for a company of its size and include controls over expenditure, regular
reconciliations and management accounts.
Provision of non-audit services is considered by the Audit Committee. The
Audit Committee has considered the use of external accounting service
providers for non-audit services, and all the current providers have been
retained and considered appropriate.
During the year the auditors received fees set out in note 9 to the Financial
Statements
The Nominations and Remuneration Committee has responsibility for agreeing the
remuneration policy for senior executives and for the review of the
composition and balance of the Board.
Report of the Audit Committee
The Audit Committee has written terms of reference and provides a mechanism
through which the Board can maintain the integrity of the financial statements
of the Company and any formal announcements relating to its financial
performance; to review the Company's internal financial controls and its
internal control and risk management systems; and to make recommendations to
the Board in relation to the appointment of the external auditor, their
remuneration both for audit and non-audit work, the nature, scope and results
of the audit and the cost effectiveness, independence and objectivity of the
auditors. Provision is made by the Audit Committee to meet the auditors at
least twice a year. The Group is still at an early stage of its development
and is reliant on the Audit Committee to perform various reporting
requirements particularly with regards the preparation of supporting
accounting papers for audit purposes.
The Board, functioning as the Audit Committee reviewed, considered and agreed
the scope and methodology of the audit work to be undertaken by the external
auditors and fees and agreed the terms of engagement for the audit of the
financial statements during the year ended 31 December 2025. Significant
matters considered by the Board during the year included the independence of
the auditor, scope and methodology for the audit of the financial statements,
in particular determining the areas at greatest risk of material misstatement
(whether or not due to fraud or poor internal controls). Following their
review the Board considers the internal control system has been no more than
adequate for the Company and has recognised that a more comprehensive system
of policies and practises needs to be implemented immediately. The Board
acknowledges that the business will increase in complexity when it undertakes
a corporate transaction and will further review effectiveness of its internal
control system to ensure it is prepared to respond to the anticipated change
at the appropriate time.
Report of the Nominations and Remuneration Committee
The Nominations and Remuneration Committee is established to consider
potential appointees to the Board and monitor the remuneration policies of the
Company to ensure that they are consistent with its business objectives. Its
terms of reference include the recommendation and execution of policy on
Director and future executive management remuneration and for reporting
decisions made to the Board. The Committee will determine the individual
remuneration packages of members of the Board.
The duties of the Nominations and Remuneration Committee are to:
• consider the composition, individual roles, and balance of the Board;
• review the necessary changes to the Board and vacancies arising and to
screen proposed candidates and recommend those suitable as appointees to those
positions on the Board;
• determine and agree with the Board the framework or broad policy for the
remuneration of the each of the directors;
• within the terms of the agreed policy, determine individual remuneration
packages;
• determine the contractual terms on termination and individual
termination payments, ensuring that the duty of the individual to mitigate
loss is fully recognised;
• in determining individual packages and arrangements, give due regard to
the comments and recommendations of the Listing Rules;
• be told of and be given the chance to advise on any major changes in
employee benefit structures in the Company; and
The Company's Remuneration Policy is designed to provide remuneration packages
to motivate and retain high-calibre individuals and new talent as required.
The Committee takes into account the principles of sound risk management when
setting pay and takes action to ensure that the remuneration structure and
does not encourage undue risk. The Remuneration Policy is unaudited.
Non-Executive Directors' fees
Purpose - core element of remuneration paid for fulfilling the relevant role.
Operation - non-executive directors receive a basic fee, paid monthly, in
respect of their board duties. Non-executive directors are not eligible for
annual bonus or other benefits. Expenses incurred directly in performance of
non-executive duties for the Company may be reimbursed or paid directly on
their behalf.
Opportunity - Fees are set at a level which is considered appropriate to
attract or retain non-executive directors of the calibre required by the
Company. Fee levels are normally set by reference to amounts paid to
non-executive directors serving on the boards of similar sized UK - listed
companies, taking into account the size, responsibility and time commitment of
the role.
The sole Executive Director waived his entitlement to fees during the period
and post year-end to date of resignation.
Model Code
The Directors have voluntarily adopted the Model Code for directors' dealings
contained in the Listing Rules of the UK Listing Authority. The Board will be
responsible for taking all proper and reasonable steps to ensure compliance
with the Model Code by the Directors.
Compliance with the Model Code is being undertaken on a voluntary basis and
the FCA will not have the authority to (and will not) monitor the Company's
voluntary compliance with the Model Code, nor to impose sanctions in respect
of any failure by the Company to so comply.
Shareholder relations, communication and dialogue
Open and transparent communication with shareholders is given high priority
and the Directors are available to meet with shareholders who have specific
interests or concerns. The Company issues its results to shareholders and
publishes them on the Company's website.
Annual General Meeting
At each AGM individual shareholders are given the opportunity to put questions
to the Chairman and to other members of the Board that may be present. Notice
of the AGM is sent to shareholders before the meeting. Details of proxy votes
for and against each resolution, together with the votes withheld are
announced to the London Stock Exchange and are published on the Company's
website as soon as practical after the meeting.
Paul Carroll Chairman
13 May 2026
COMPANY INFORMATION
Directors Paul Carroll
John Croft
Company number 121560
Registered office 36 Hilgrove Street, St Helier, JE2 4SL,
Jersey
Administrative office Golden Rock Services Ltd, Rouen House, Rouen Road, Norwich, NR1 1RB
Legal advisers to the Company as to English law:
Troutman Pepper Locke LLP
201 Bishopsgate, Spitalfields, London EC2M 3AB United Kingdom
Legal advisers to the Company as to Jersey Islands law:
Ogier
44 Esplanade, St Helier JE4 9WG Jersey
Auditors:
PKF Littlejohn LLP
30 Churchill Place, Canary Wharf, London, E14 5RE
Registrar:
MFUG Corporate Markets (Jersey) Limited
IFC5, St Helier, JE1 1ST, Jersey
Company website:
https://www.grglondon.com (http://www.grglondon.com/)
DIRECTORS' REPORT
The directors present their report together with the audited financial
statements for the year ended 31 December 2025. The Company is incorporated in
Jersey.
Results and dividends
The results for the period are set out in the financial statements. The
directors do not recommend the payment of a dividend for the period (2024:
Nil).
Principal activity and future developments
The principal activity of the Company is to seek and complete a reverse
takeover in the financial or other technologies sectors.
Directors' interests in shares and contracts
Directors' interests in the shares of the Company at the date of this report
are disclosed below. There are no requirements for Directors to hold shares in
the Company.
Director Ordinary Shares held % held Warrants
Paul Carroll (appointed 30 May 2025)((2)) - - 1,670,000
John Croft((1)(2)) - - 2,070,000
Ross Andrews (resigned 1 April 2025)((1)) - - 400,000
Wei Chen (resigned 30 May 2025) - - -
(1) Issue of 400,000 warrants on 23 July 2023 priced at 2.5p, expiring 20 July
2026.
(2) Issue of 1,670,000 warrants on 22 July 2025 priced at 0.3p, expiring 22
July 2030.
Substantial interests
Share register at 21 January 2026((3)):
Ordinary Shares held % held
Leon Hogan 5,400,000 15.72
GBS Banking Group 4,480,000 13.04
Green Coast Capital LLC 4,390,000 12.78
James Brearley & Sons 3,800,000 11.06
John Nemanic 3,680,000 10.71
Tiger Trout Capital LLC 3,675,000 10.70
(3) The Company's shares were suspended on 21 January 2026 so there has been
no change since that date.
Directors' Confirmation
Each of the directors who are a director at the time when the report is
approved confirms that:
(a) so far as each director is aware, there is no relevant audit information
of which the Company's auditors are unaware and;
(b) The director has taken all the steps that ought to have been taken as a
director, in order to be aware of any information needed by the Company's
auditors in connection with preparing their report and to establish that the
Company's auditors are aware of that information.
Going concern
The Directors have approved a business plan and cash flow forecast for a
period of twelve months after the date of this report. The Directors
considered stress test scenarios including timing and quantum sensitivities
for delayed receipt of new funding, increased operating expense run-rate,
success and abort Reverse Takeover costs and contractual cost recovery. The
Directors concluded that the forecast is materially reliant on timely receipt
of funding from the subscription for £1 million of convertible loan notes as
executed on 24 April 2026, and on the £146k held in cash at the date of this
report, which the Board has determined in aggregate is sufficient to meet the
Company's ongoing working capital requirement and to pursue the proposed
transaction throughout the next twelve months.
Events after the reporting period
(a) 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.
(b) On 22 January 2026 the Company announced that it had entered into a
non-binding, conditional, exclusive Heads of Terms for a proposed acquisition
and requested the suspension of the Company's shares from trading on the
London Stock Exchange until such time the Company publishes a prospectus or
notifies the market that the proposed transaction is not proceeding.
(c) On 24 February 2026 the Company and NE10 Vodka Limited agreed to cancel
the JUNE 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.
(d) On 24 April 2026 the Company entered into two subscription agreements
for convertible loan notes in the amounts of £35k with B Liceaga and £1
million with Shin Nieh Group.
By order of the Board
Paul Carroll
Director
13 May 2026
STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors are responsible for preparing the directors' report and the
financial statements in accordance with applicable law and regulations.
Jersey Company law requires the directors to prepare financial statements for
each financial period. Under that law the directors have elected to prepare
the financial statements in accordance with International Financial Reporting
Standards as endorsed by European Union (IFRS endorsed by EU). Under 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
Group and of the profit or loss of the Group 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;
· state whether the financial statements have been prepared in
accordance with IFRS endorsed by EU ; and
· prepare the financial statements on the going concern basis
unless it is inappropriate to presume that the company will continue in
business.
The directors are responsible for keeping proper accounting records that are
sufficient to show and explain the Company's transactions and disclose with
reasonable accuracy at any time the financial position of the Company and
enable them to ensure that the financial statements comply with the Companies
(Jersey) Law 1991. They are also responsible for safeguarding the assets of
the Company and hence for taking reasonable steps for the prevention and
detection of fraud and other irregularities.
The maintenance and integrity of the Group's website is the responsibility of
the Directors; the work carried out by the auditors does not involve the
consideration of these matters and, accordingly, the auditors accept no
responsibility for any changes that may have occurred in the accounts since
they were initially presented on the website. Legislation in Jersey governing
the preparation and dissemination of the accounts and the other information
included in annual reports may differ from legislation in other
jurisdictions.
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF GOLDEN ROCK GLOBAL PLC
Qualified opinion
We have audited the group financial statements of Golden Rock Global Plc (the
'group') for the year ended 31 December 2025 which comprise the Consolidated
Statement of Comprehensive Income and Expense, the Consolidated Statement of
Financial Position, the Consolidated Statements of Changes in Equity, the
Consolidated Statements of Cash Flows and notes to the group financial
statements, including significant accounting policies. The financial reporting
framework that has been applied in their preparation is applicable law and
International Financial Reporting Standards as adopted by the European Union.
In our opinion, except for the effects of the matter described in the Basis
for qualified opinion section of our report, the group financial statements:
· give a true and fair view of the state of the group's affairs as
at 31 December 2025 and of its loss for the year then ended;
· have been properly prepared in accordance with International
Financial Reporting Standards as endorsed by the European Union; and
· have been properly prepared in accordance with the requirements
of the Companies (Jersey) Law 1991.
Basis for qualified opinion
As detailed in note 16, the group entered into two convertible loan note
arrangements in June 2025 and October 2025, with the total amount due at the
Balance Sheet date of £585,000, of which £122,452 has been allocated to
equity relating to the embedded derivative. In our opinion, the classification
of the equity component does not align with the requirements of IAS 32
Financial Instruments: Presentation ("IAS 32"), and the derivative liability
along with the host contract should be classified as financial liabilities.
Consequently, there is a material impact on the classification and valuation
at the inception of the contracts and at the reporting date.
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 group financial statements section of our report. We are
independent of the group in accordance with the ethical requirements that are
relevant to our audit of the financial statements in the UK, including the
FRC's Ethical Standard as applied to listed entities, and we have fulfilled
our other ethical responsibilities in accordance with these requirements. We
believe that the audit evidence we have obtained is sufficient and appropriate
to provide a basis for our qualified opinion.
Material uncertainty related to going concern
We draw attention to note 4C in the group financial statements, which states
that the group's ability to continue as a going concern is dependent on its
ability to raise further funding in the coming 12 months, or obtain receipt of
committed funds as disclosed in the post balance sheet event note.
As stated in note 4C, these events or conditions, along with the other matters
as set forth in note 4C, indicate that a material uncertainty exists that may
cast significant doubt on the group's ability to continue as a going concern.
Our opinion is not modified in respect of this matter.
In auditing the group financial statements, we have concluded that the
directors' use of the going concern basis of accounting in the preparation of
the group financial statements is appropriate. Our evaluation of the
directors' assessment of the group's ability to continue to adopt the going
concern basis of accounting included the following:
· Reviewed management's forecasts for the 12-month period from the
date of approval and challenged the key inputs, including expected committed
expenditures to be incurred, the injection of expected cashflows and
performing both sensitivity analysis and stress testing;
· Enquired with management of any post year end events that would
impact the group's ability to continue as a going concern; and
· Reviewed and considered disclosures relating to going concern.
Our responsibilities and the responsibilities of the directors with respect to
going concern are described in the relevant sections of this report.
Our application of materiality
The scope of our audit was influenced by our application of materiality. The
quantitative and qualitative thresholds for materiality determine the scope of
our audit and the nature, timing and extent of our audit procedures.
The materiality for the group financial statements as a whole was set at
£10,300 (2024: £6,200), based on a benchmark of 5% (2024: 5%) of loss before
tax. Loss before tax was used as the basis for calculating materiality as the
group is loss making due to the fact that the parent company is a shell and
expenditure focus is key to investors. Performance materiality was calculated
at £7,200 (2024: £4,900) or 80% (2024: 80%) of materiality for the group
financial statements as a whole to reflect the risk associated with the group
financial statements based on our experience of prior year audits.
We have agreed with the audit committee that we would report any individual
audit difference in excess of £516 (2024: £300) for the group, as well as
differences below this threshold that, in our view, warranted reporting on
qualitative grounds.
Our approach to the audit
In designing our audit, we determined materiality, as above, and assessed the
risk of material misstatement in the group financial statements. In
particular, we looked at areas involving significant accounting estimates and
judgements by the directors, such as going concern assumption, and considered
future events that are inherently uncertain. We also addressed the risk of
management override of internal controls, including evaluating whether there
was evidence of bias by the directors that represented a risk of material
misstatements due to fraud. The group's key accounting function is based in
the United Kingdom and our audit was performed remotely with regular contact
with the management throughout.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were
of most significance in our audit of the group financial statements of the
current period and include the most significant assessed risks of material
misstatement (whether or not due to fraud) we identified, including those
which had the greatest effect on: the overall audit strategy, the allocation
of resources in the audit; and directing the efforts of the engagement team.
These matters were addressed in the context of our audit of the group
financial statements as a whole, and in forming our opinion thereon, and we do
not provide a separate opinion on these matters. In addition to the matter
described in the Material uncertainty related to going concern section we
have determined the matters described below to be the key audit matters to be
communicated in our report.
Key Audit Matter How our scope addressed this matter
Classification of convertible loan notes (refer to note 16) Our work in this area included:
The loans fall within the scope of cope of IAS 32, IFRS 9 Financial · Reviewing the agreements for each convertible loan note and
Instruments ("IFRS 9") and IFRS 7 Financial Instruments: Disclosures. ensuring that the loan liability has been accounted for correctly and is
supported by sufficient and appropriate audit evidence;
Per IAS 32, management is required to classify the instrument on initial
recognition as a financial liability, embedded derivative or compound · Obtaining management's assessment of the classification of the
instrument in accordance with the substance of the contractual arrangement and convertible loan notes and critically evaluating the classification of the
fair value the components identified as part of classification. loan notes;
There is a risk that the classification and valuation of the convertible loan · Reviewing management valuation of the instrument and challenging
notes is not in accordance with the requirements of IAS 32, IFRS 9 and IFRS 13 the estimates and assumptions using PKF valuation team; and
Fair Value Measurement and may result in inaccurate classification and
valuation due to management bias or error. · Considering whether the transaction has been disclosed correctly
within the group financial statements.
This has been identified as a key audit matter as:
1. The balance is material to the group financial statements; and
2. There are significant estimates and judgements involved in management's
assessment which is susceptible to incorrect classification and valuation of
convertible loan notes due to management bias. notes, there is a risk that the
recognition and classification of loan notes may be incorrect, and the value
may be misstated within the group financial statements.
Other information
The other information comprises the information included in the annual report,
other than the group financial statements and our auditor's report thereon.
The directors are responsible for the other information contained within the
annual report. Our opinion on the group financial statements does not cover
the other information and, except to the extent otherwise explicitly stated in
our report, we do not express any form of assurance conclusion thereon. Our
responsibility is to read the other information and, in doing so, consider
whether the other information is materially inconsistent with the group
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 group
financial statements themselves. If, based on the work we have performed, we
conclude that there is a material misstatement of this other information, we
are required to report that fact.
We have nothing to report in this regard.
Matters on which we are required to report on 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:
· 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 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, the
directors are responsible for the preparation of the group financial
statements and for being satisfied that they give a true and fair view, and
for such internal control as the directors determine is necessary to enable
the preparation of financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the group financial statements, the directors are responsible for
assessing the group's ability to continue as a going concern, disclosing, as
applicable, matters related to going concern and using the going concern basis
of accounting unless the directors either intend to liquidate the group or to
cease operations, or have no realistic alternative but to do so.
Auditor's responsibilities for the audit of the group financial statements
Our objectives are to obtain reasonable assurance about whether the group
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 group financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and
regulations. We design procedures in line with our responsibilities, outlined
above, to detect material misstatements in respect of irregularities,
including fraud. The extent to which our procedures are capable of detecting
irregularities, including fraud is detailed below:
· We obtained an understanding of the group and the sector in which
it operates to identify laws and regulations that could reasonably be expected
to have a direct effect on the group financial statements. We obtained our
understanding in this regard through discussion with management and audit
committee, industry research and our cumulative knowledge and experience of
the sector, and including obtaining and reviewing supporting documentation,
concerning the group's policies and procedures relating to:
o identifying, evaluating and complying with laws and regulations and
whether they were aware of any instance of non-compliance;
o detecting and responding to the risks of fraud and whether they have
knowledge of any actual, suspected or alleged fraud; and
o the internal controls established to mitigate risks related to fraud or
non-compliance with laws and regulations.
· We determined the principal laws and regulations relevant to the
group in this regard to be those arising from the Companies (Jersey) Law 1991,
relevant tax legislations, and rules applicable to issuers on the London Stock
Exchange Main Market, including the FCA Listing Rules and the Disclosure
Guidance and Transparency Rules.
· We designed our audit procedures to ensure the audit team
considered whether there were any indications of non-compliance by the group
with those laws and regulations. These procedures included, but were not
limited to:
o Discussing with Those Charged With Governance compliance with laws and
regulations by the group.
o Reviewing board minutes;
o Reviewing regulatory news announcements made throughout and post year end;
and
o Obtaining an understanding of the legal and regulatory frameworks that the
group operates in, focusing on those laws and regulations that had a direct
effect on the group financial statements. The key laws and regulation we
considered in this context included the Companies (Jersey) Law 1991, the FCA
Listing Rules, and relevant tax legislations.
· We also identified the risks of material misstatement of the
group financial statements due to fraud. We considered, that apart from the
non-rebuttable presumption of a risk of fraud arising from management override
of controls, that there is no other fraud risk to consider.
· As in all of our audits, we addressed the risk of fraud arising
from management override of controls by performing audit procedures which
included but were not limited to: the testing of journals; reviewing
accounting estimates for evidence of bias; and evaluating the business
rationale of any significant transactions that are unusual or outside the
normal course of business.
Because of the inherent limitations of an audit, there is a risk that we will
not detect all irregularities, including those leading to a material
misstatement in the group financial statements or non-compliance with
regulation. This risk increases the more that compliance with a law or
regulation is removed from the events and transactions reflected in the group
financial statements, as we will be less likely to become aware of instances
of non-compliance. The risk is also greater regarding irregularities occurring
due to fraud rather than error, as fraud involves intentional concealment,
forgery, collusion, omission or misrepresentation.
A further description of our responsibilities for the audit of the group
financial statements is located on the Financial Reporting Council's website
at: www.frc.org.uk/auditorsresponsibilities
(http://www.frc.org.uk/auditorsresponsibilities) . This description forms part
of our auditor's report.
Use of our report
This report is made solely to the group's members, as a body, in accordance
with the engagement letter dated 6 January 2026. Our audit work has been
undertaken so that we might state to the group'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 group and the group's members as a
body, for our audit work, for this report, or for the opinions we have formed.
Nicholas Joel (Engagement
Partner)
30 Churchill Place
For and on behalf of PKF Littlejohn
LLP
London
Recognised
Auditor
E14 5RE
13 May 2026
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME AND EXPENSE
For the year ended 31 December 2025
Year ended Year ended
31/12/2025 31/12/2024
Note £ £
Administrative expenses
- Professional fees (202,883) (97,902)
- Directorship fees 8 (97,378) (26,900)
- Other expenses (67,403) (3,117)
Share based payments (478,194) -
-Operating loss (845,858) (127,919)
Finance Income 720 -
Finance costs (20,229) (3,897)
Loss before income tax (865,367) (131,816)
Taxation 10 - -
Loss and Total comprehensive income for the year (865,397) (131,816)
Earnings per share
Loss from continuing operations - basic and diluted 11 (3.34) (0.57)
(pence per share)
The notes form an integral part of these financial statements.
CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2025
Note 31/12/2025 31/12/2024
£ £
Assets
Current assets
Other Receivables 12 7,217 6,416
Cash and cash equivalents 13 272,892 1,867
Total current assets 280,109 8,283
Total assets 280,109 8,283
Equity and liabilities
Capital and reserves
Ordinary shares 15 268,750 229,750
Share premium 1,715,038 1,658,038
Prepaid equity 16 449,161 78,180
Equity options 16 150,819 -
Share based payments 18 574,397 45,075
Accumulated losses (3,085,984) (2,220,617)
Total equity 72,181 (209,574)
Liabilities
Current liabilities
Trade creditors 14 13,105 87,277
Accruals 14 83,117 126,003
Financial liability 16 111,706 4,577
Total current liabilities 207,928 217,857
Total equity and liabilities 280,109 8,283
These financial statements were approved by the Board of Directors for issue
on 13 May 2026 and signed on its behalf
by:
Paul Carroll
Director
The notes form an integral part of these financial statements.
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
Share Share premium Share based Prepaid Equity Accumulated Total equity
capital payments equity options losses
£ £ £ £ £ £ £
Balance at 1 January 2024 229,750 1,658,038 45,075 85,776 - (2,088,081) (70,162)
Loss and Total comprehensive income for the year - - - - - (131,816) (131,816)
Decrease in capital - - - (7,596) - - (7,596)
Balance at 31 December 2024 229,750 1,658,038 45,075 78,180 - (2,220,617) (209,574)
Loss and Total comprehensive - - - - - (865,367) (865,367)
income for the year
Issue of Shares 39,000 57,000 - - - - 1,024,580
Issue of Warrants - - 529,322 - - - 529,322
Issue of Convertible Instruments - - - 370,981 122,542 - 493,523
Reclassification from liabilities - - - - 28,277 - 28,277
Balance at 31 December 2025 268,750 1,715,038 574,397 449,161 150,819 (3,085,984) 72,181
The following describes the nature and purpose of each reserve within owners'
equity.
Share capital Amount subscribed for share capital at par value
Share premium Amount subscribed for share capital in excess of par value
Share based payment reserve The share-based payment reserve represents relating to share-based payment
transactions granted as warrants (Note 17)
Prepaid equity Fair value of convertible loan notes that will convert into equity in future
accounting periods
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
The notes form an integral part of these financial statements.
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2025
31/12/2025 31/12/2024
£ £
Cash flows from operating activities
Loss before tax (865,367) (131,816)
Adjustment for non-cash movement:
Effective interest cost 20,229 3,897
Share based payments 529,322 -
Adjusted loss (315,816) (127,919)
Increase in receivables (801) (6,416)
(Increase) / Decrease in payables (93,358) 126,045
Net cash used in operating activities (409,975) (7,930)
Cash flows from financing activities
Net proceeds from issue of ordinary shares 96,000 -
Net prepayment of equity 585,000 -
Cash flows from financing activities 681,000 -
Net increase / (decrease) in cash and cash equivalents 271,025 (7,930)
Cash and cash equivalents at beginning of the year 1,867 9,797
Cash and cash equivalents at end of the year 272,892 1,867
The notes form an integral part of these financial statements.
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
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 acquired on 1 January 2023 and wholly owns Golden Rock Services
Limited ("GRS") incorporated in England & Wales as a private company
limited by shares on 20 November 2020 under the UK Companies Act 2006, as
amended, and registered number 13036001. The Company has controlled GRS since
its incorporation. GRS functioned only to hold cash and operate banking for
the Company in the United Kingdom until 31 March 2025; it has since been
dormant. Unless otherwise stated or presented as required by financial
reporting standards adopted, all references to "Company" include GRS.
2. PRINCIPAL ACTIVITIES
The principal activity of the Company is to seek acquisition opportunities,
focusing on the Financial and Technology sector.
3. RECENT ACCOUNTING PRONOUNCEMENT
There are a number of standards and interpretations which have been issued by
the International Accounting Standards Board that are effective for the year
ended 31 December 2025:
New and amended standards adopted in 2025:
The following new standards have come into effect this year however they have no impact on the Group:
IFRS Particular Effective Date
IAS 21 amendments The Effects of Changes in Foreign Exchange Rates: Lack of Exchangeability 1st January 2025
New EU-adopted International Standards and Interpretations not yet adopted:
The following amendments are effective for the period beginning 1 January
2026:
IFRS Particular Effective Date
1 January 2026
IFRS 7 Financial instruments: Disclosures
1 January 2026
IFRS9 Classification and measurement of
Financial Instruments
Annual Improvements Volume 11 Annual improvements are limited to changes that either clarify the wording in 1 January 2026
an Accounting Standard
or correct relatively minor unintended
consequences
1 January 2027
IFRS 18 Presentation of disclosures in Financial Statements
1 January 2027
IFRS 19 Subsidiaries without Public Accountability: Disclosures
The Group is evaluating the impact of the new and amended standards above
which are not expected to have a material impact on the Group's results or
shareholders' funds.
There are no other IFRSs or IFRIC interpretations that are not yet effective
that would be expected to have a material impact on the Company.
4. GROUP ACCOUNTING POLICIES
a) Basis of preparation
The financial information has been prepared in accordance with International
Financial Reporting Standards ("IFRS") as adopted by the European Union and
prepared on a going concern basis, under the historic cost convention.
The financial information is presented in Pounds Sterling (£) to the nearest
pound, which is the Group's functional and presentation currency.
b) Foreign currency translation
The financial statements of the Group are presented in the currency of the
primary environment in which the Group operates (its functional currency).
Foreign currency transactions are translated into the functional currency
using the exchange rates prevailing at the dates of the transactions. Foreign
exchange gains or losses resulting from the settlement of such transactions
and from the translation at year end exchange rates of monetary assets and
liabilities denominated in foreign currencies are recognised in profit or
loss.
c) Going Concern
The Directors have approved a business plan and cash flow forecast for a
period of twelve months after the date of this report. The Directors
considered stress test scenarios including timing and quantum sensitivities
for delayed receipt of new funding, increased operating expense run-rate,
success and abort Reverse Takeover costs and contractual cost recovery. The
Directors concluded that the forecast is materially reliant on timely receipt
of funding from the subscription for £1 million of convertible loan notes as
executed on 24 April 2026, and on the £146k held in cash at the date of this
report, which the Board has determined in aggregate is sufficient to meet the
Company's ongoing working capital requirement and to pursue the proposed
transaction throughout the next twelve months.
Accordingly, the financial statements have been prepared on a going concern
basis and do not include any adjustments that would result if the group was
unable to continue as a going concern.
d) Financial instruments
Initial recognition
A financial asset or financial liability is recognised in the statement of
financial position of the Company when it arises or when the Company becomes
part of the contractual terms of the financial instrument.
Classification
Financial assets at amortised cost
The Company measures financial assets at amortised cost if both of the
following conditions are met:
1) the asset is held within a business model whose objective is to
collect contractual cash flows; and
2) the contractual terms of the financial asset generating cash flows at
specified dates only pertain to capital and interest payments on the balance
of the initial capital.
Financial assets which are measured at amortised cost, are measured using the
Effective Interest Rate Method (EIR) and are subject to impairment. Gains and
losses are recognised in profit or loss when the asset is derecognised,
modified or impaired.
Financial liabilities at amortised cost
Financial liabilities include other payables and accruals, and convertible
loan note. All financial liabilities except for derivatives are recognised
initially at their fair value and subsequently measured at amortised cost,
using effective interest method, unless the effect of discounting would be
insignificant, in which case they are stated at cost.
Amortised cost is calculated by taking into account any discount or premium on
acquisition and fees or costs that are an integral part of the effective
interest rate ("EIR"). The EIR amortisation is included as finance costs in
profit or loss. Trade and other payables are non-interest bearing and are
stated at amortised cost using the effective interest method.
Equity instruments
Equity instruments issued are recorded at their proceeds received, net of
direct issue costs.
Derecognition
A financial asset is derecognised when:
1) the rights to receive cash flows from the asset have expired, or
2) the Company has transferred its rights to receive cash flows from the
asset or has undertaken the commitment to fully pay the cash flows received
without significant delay to a third party under an arrangement and has either
(a) transferred substantially all the risks and the assets of the asset or (b)
has neither transferred nor held substantially all the risks and estimates of
the asset but has transferred the control of the asset.
Impairment
The Company recognises a provision for impairment for expected credit losses
regarding all financial assets. Expected credit losses are based on the
balance between all the payable contractual cash flows and all discounted cash
flows that the Company expects to receive. Regarding trade receivables, the
Company applies the IFRS 9 simplified approach in order to calculate expected
lifetime credit losses. Therefore, at every reporting date, provision for
losses regarding a financial instrument is measured at an amount equal to the
expected credit losses over its lifetime without monitoring changes in credit
risk. To measure expected credit losses, trade receivables and contract assets
have been grouped based on shared risk characteristics.
e) Cash and cash equivalents
Cash and cash equivalents includes cash in hand, deposits held on call with
banks, and other short term (having maturity within 3 months) highly liquid
investments that are readily convertible into known amounts of cash and which
are subject to an insignificant risk of changes in value.
f) Share capital
Financial instruments issued by the Company are classified as equity only to
the extent that they do not meet the definition of a financial liability or
financial asset.
The Company's ordinary shares are classified as equity instruments.
g) Earnings per share
Basic earnings per share is computed using the weighted average number of
shares outstanding during the year.
h) Convertible Loan Notes ("CLN")
Upon issuance of a convertible loan note, the instrument is assessed to
determine the classification of its components:
· The host contract is classified as equity, as the issuer has no
contractual obligation to deliver cash or another financial asset, and the
conversion feature meets the "fixed-for-fixed" criterion.
· The interest payments are treated as a compound financial
instrument, comprising:
o A liability component representing the present value of future interest
payments.
o An equity component representing the residual amount.
Measurement at Initial Recognition
· The liability component is measured at the present value of the
contractual interest payments, discounted using a market rate of interest for
a similar instrument without a conversion feature.
· The equity component is measured as the residual amount, being
the difference between the fair value of the instrument as a whole and the
fair value of the liability component.
Subsequent Measurement
Liability Component (Interest Payments)
· Measured at amortised cost using the effective interest
method.
· Interest expense is recognised in profit or loss over the term of
the instrument.
Equity Component (Host Contract)
· Not remeasured after initial recognition.
· Remains in equity until conversion or expiry.
i) Share based payments
The Group has applied the requirements of IFRS 2 "Share Based Payments". The
Group issues share options/warrants as an incentive to certain key advisors
and Directors. The fair value of options/warrants granted is recognised as an
expense with a corresponding credit to the share-based payment reserve. The
fair value is measured at grant date and spread over the period during which
the awards vest. The fair value is measured using the Black Scholes Option
pricing model.
The options/warrants issued by the Group may be subject to both market-based
and non-market based vesting conditions.
Non-market vesting conditions are not taken into account when estimating the
fair value of awards as at grant date; such conditions are taken into account
through adjusting the equity instruments that are expected to vest.
The proceeds received, net of any attributable transaction costs, are credited
to share capital when options/warrants are converted into ordinary shares.
j) Other income
Other income includes professional fees payable by a third party in respect of
the aborted reverse take-over transaction and are recognised based on an
agreement with the third party to pay invoiced professional fees associated
with the aborted transaction.
k) Critical Accounting Estimates and Judgements
Preparation of financial statements in conformity with IFRS requires
management to make judgements, estimates and assumptions that affect the
application of accounting policies and the reported amounts of assets,
liabilities, income and expenses. The estimates and associated assumptions are
based on historical experience and various other factors that are believed to
be reasonable under the circumstances, the results of which form the basis of
making judgements about carrying values of assets and liabilities that are not
readily apparent from other sources.
In particular, significant areas of estimation, uncertainty and critical
judgements in applying accounting policies that have the most significant
effect on the amount recognised in the Financial Statements are in the
following areas:
Effective interest cost - convertible loan note
A CLN was issued as a compound instrument, which necessitates significant
judgement in determining the fair value of the equity and interest cost .
This judgement considers the contractual terms of the instrument, assessing it
meets the criteria for classification as equity in accordance with the
requirements of IAS 32 - Financial Instruments: Presentation. The CLN
principal was classified as equity and the interest cost as a financial
liability.
To determine the fair value of the equity component and effective interest
cost, a discounted cash flow method was used with an assumed discount factor.
Changes in any of these assumptions may significantly impact the fair value of
the effective interest cost, potentially resulting in profit or loss
variations.
5. ACCOUNTING ESTIMATES AND JUDGEMENTS
Preparation of financial information in conformity with IFRS requires
management to make judgements, estimates and assumptions that affect the
application of accounting policies and the reported amounts of assets,
liabilities, income and expenses. The estimates and associated assumptions are
based on historical experience and various other factors that are believed to
be reasonable under the circumstances, the results of which form the basis of
making judgements about carrying values of assets and liabilities that are not
readily apparent from other sources.
It is the Directors' view that, other than the material uncertainty related to
going concern, and fair value of convertible loan notes (note 16) and warrants
(note 17), there are no other significant areas of estimation, uncertainty and
critical judgements in applying accounting policies that have significant
effect on the amount recognised in the financial information for the period.
6. FINANCIAL RISK MANAGEMENT
a) Categories of financial instruments
The carrying amounts of the consolidated financial assets and liabilities as
at the end of the reporting year are as follows:
2025 2024
£ £
Financial assets at amortised cost
Cash and cash equivalent 272,892 1,867
Other receivables 7,217 6,416
Total: 280,109 8,283
Financial liabilities at amortised cost
Trade creditors 13,105 87,277
Accruals 83,117 102,303
Convertible Loan Note - accrued interest - 23,700
Total: 96,222 212,280
Financial liabilities at fair value
Convertible loan notes - financial liability 111,706 4,577
Cash at bank is held in interest bearing accounts controlled by the Company.
b) Financial risk management objectives and policies.
The Company is exposed to a variety of financial risks: market risk (including
currency risk), credit risk and liquidity risk. The risk management policies
employed by the Company to manage these risks are discussed below. The primary
objectives of the financial risk management function are to establish risk
limits and then ensure that exposure to risk stays within these limits. The
operational and legal risk management functions are intended to ensure proper
functioning of internal policies and procedures to minimise operational and
legal risks.
i) Market risk
Market risk is not material.
ii) Credit risk
Credit risk refers to the risk that counterparty will default on its
contractual obligations resulting in financial loss to the Company. Credit
allowances are made for estimated losses that have been incurred by the
reporting date. The maximum exposure is £272,892 as on 31 December 2025 (31
December 2024: £1,867).
iii) Liquidity risk
Liquidity risk is the risk that the Company will encounter difficulty in
meeting the obligations associated with its financial liabilities. The
Company's approach to managing liquidity is to ensure, as far as possible,
that it will always have sufficient liquidity to meet its liabilities when
due, under both normal and stressed conditions, without incurring unacceptable
losses or risking damage to the Company's reputation. All financial
liabilities currently are classified as Current, falling due with one year;
therefore, no further analysis has been provided.
7. SEGMENTAL REPORTING
IFRS 8 defines operating segments as those activities of an entity about which
separate financial information is available and which are evaluated by the
Board of Directors to assess performance and determine the allocation of
resources. The Board of Directors are of the opinion that under IFRS 8 the
Group has only one operating segment that is the parent Company, being a cash
shell seeking investment opportunities. The Board of Directors assess the
performance of the operating segment using financial information which is
measured and presented in a manner consistent with that in the Group Financial
Statements. Segmental reporting will be considered when appropriate to the
Group's business operation in future reporting periods.
8. DIRECTORS' EMOLUMENTS
Year ended 31/12/2025 Year ended 31/12/2024
£ £
Key management emoluments
Remuneration 97,378 26,900
The annual remuneration of the key management was as follows. The remuneration
of the Non-executive Directors for the year included payment of fees and a
share-based payment charge of £51,128 arising on the granting of 1,670,000
Warrants (note 17) to each of Paul Carroll and John Croft with no other cash
or non-cash benefits. The new Warrants are valid for five years. All other
amounts are short-term in nature.
£ £
Non-executive Directors
Directors' fees charged for the year
Paul Carroll:
- Fees 17,500 -
- Share based payment 25,564 -
John Croft:
- Fees 28,750 25,000
- Share based payment 25,564 -
Ross Andrews:
- Fees - 1,900
97,378
26,190
9. AUDITORS' REMUNERATION
The following remuneration was paid to the Group's auditors:
Year ended 31/12/2025 Year ended 31/12/2024
£ £
Remuneration for auditing the financial statements 32,000 25,000
10. TAXATION
The Company is incorporated in Jersey, and its activities are subject to
taxation at a rate of 0%. GRS is domiciled in the United Kingdom but has no
income and bears no expense (which are all borne by the parent company).
11. EARNINGS 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. As
there is a loss recorded for the year, the Diluted earnings per share is set
as earnings per share, as any calculation would be anti-dilutive.
Year ended 31 December 2025 Year ended 31 December 2024
Loss attributable to ordinary shareholders
£865,367 £131,816
Weighted average number of shares
25,884,178 22,975,000
Earnings per share (expressed as pence per share)
(3.34) (0.57)
12. TRADE AND OTHER RECEIVABLES
2025 2024
£ £
Other receivables - prepayments 7,217 6,416
13. CASH AND CASH EQUIVALENTS
2025 2024
£ £
Cash at bank equivalents 272,892 1,867
Cash at bank is held in interest bearing accounts controlled by the Company.
14. TRADE AND OTHER PAYABLES
2025 2024
£ £
Trade creditors 13,105 87,277
Accruals 83,117 126,003
Trade and other payables 93,358 213,280
15. SHARE CAPITAL
Number of Nominal value
shares £
Authorised
Ordinary shares of GBP 0.01 each 48,000,000 480,000
Issued and fully paid
On incorporation 100 100
Subdivided share capital 9,900 -
10,000 100
Issue of shares upon placing 19,165,000 191,650
At 31 December 2022 19,175,000 191,750
Issue of shares upon placing 26 July 2023 3,800,000 38,000
At 31 December 2023 and 2024 22,975,000 229,750
Issue of shares 30 May 2025 to subscriber((1)) 4,550,000 1,000
Issue of shares 9 December 2025 on warrant exercise((2)) 3,800,000 38,000
At 31 December 2025 31,325,000 268,750
The issued shares have nominal value of each share of £0.01 and are fully
paid. There are no restrictions on the distribution of dividends and the
repayment of capital.
Note:
1. Shares were issued at £0.00021978, a discount to nominal value, deemed
fully paid as provided under the Companies (Jersey) 1991 Act, raising £1,000.
2. Warrants were exercised pursuant to a Broker Warrants instrument dated
20 July 2023 at an exercise price of £0.025 per share raising £95,000.
16. CONVERTIBLE LOAN NOTES
16.1 JUNE CLN
In June 2025 the Company and NE10 Vodka Limited (the "Lender") entered into a Convertible Loan Note facility (the "JUNE CLN") for £300,000 (subsequently increased by £200,000 but not drawn) with an 8% 360 day non-compounding coupon, maturing on the third anniversary, principal conversion priced at the lower of (a) 30 day VWAP prior to maturity date or (b) by reference to overall market cap being £500,000, conversion at noteholder's option on maturity, coupon to be paid in cash at maturity. £180,000 was drawn down in June 2025. On initial recognition the Company valued the JUNE CLN, following IFRS guidance and classifying the JUNE CLN as a Compound Instrument, a Financial Liability with an Equity Option:
In December 2025 the Lender notified the Company that it intended to seek repayment in cash and on 10 December 2025 the Company repaid £50,000 reducing the principal at 31 December 2025 to £130,000. At the year end the Equity Option remained contractually viable and the Company fair-valued the components of the JUNE CLN:
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 3.839%, and an effective interest rate of 38.44%.
16.2 OCTOBER CLN
In October 2025 the Company and various lenders (the "Lenders") entered into a Convertible Loan Note facility (the "OCTOBER CLN") for £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 in October 2025. On initial recognition the Company valued the OCTOBER 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 3.637%, calculating the Lenders' option value as £159,178 from which the Company's calculated option value of £75,159 was deducted, a net of £84,019.
16.3 PRIOR YEAR - 2024 CLN
At 31 December 2024 the Company calculated the fair value of a £100,000
convertible loan from a past director (the "2024 CLN") based on the future
economic value of the 2024 CLN at the date of the agreement to its
cancellation, 12 June 2025 and accounted for the economic values in the
Balance Sheet as £78,180 Prepaid Equity, £23,700 accrued interest and a
£4,577 financial liability representing present value adjustment. The
agreement to the cancellation included a waiver by the past director of all
accrued interest.
The Company has continued to account for the Prepaid Equity at historic cost
of £78,180. The Company considers the value of the waived interest and
present value adjustment to represent a crystalized option cost and
accordingly in the Balance Sheet at 31 December 2025 the Company has
reclassified the aggregate of the interest and present value adjustment
amounting to £28,277 as an Equity Option.
17. WARRANTS
2025 2024
Number of warrants Weighted average exercise price (p) Weight average remaining contractual life (Yr) Number of warrants Weighted average exercise price (p) Weight average remaining contractual life (Yr)
Balance at beginning of the financial year 5,400,000 2.50 1.56 5,400,000 2.50 2.56
Issuance during the financial year 33,673,333 0.72 2.08 - - -
Exercised during the financial year (3,800,000) 2.50 - - - -
Balance at the end of the financial year 35,273,333 0.79 2.62 5,400,000 2.50 1.56
Exercisable at the end of the financial year 14,684,999 1.90 4.15 5,400,000 2.50 1.56
On 30 May 2025 the Company issued 22,750,000 warrants in respect of
fundraising and transaction target assistance at an exercise price of
£0.00021978 and lapsing on the third anniversary of the date of issue. The
warrants may be exercised at any time conditional on the exercise not
resulting in the warrant holder (individually or as a concert party) holding
30% or more of the Company's enlarged issued share capital, limiting the
number of warrants exercisable at the end of the financial year.
On 22 July 2025 the Company issued 3,340,000 warrants to Directors at an
exercise price of £0.003 and lapsing on the fifth anniversary of the date of
issue.
On 27 October 2025 the Company issued 7,583,555 "1 for 2" warrant instruments
to each subscriber to the OCTOBER CLN on a basis of one warrant for every two
shares on conversion of the CLN principal and accrued interest into equity, at
an exercise price of £0.03 and lapsing on the third anniversary of the date
of issue.
17. WARRANTS (CONTINUED)
The Company used a Black Scholes model to value the warrants issued in the
financial year and the assumptions summarized below:
Number of warrant shares Exercise price (p) Volatility assumption Risk free rate (%) Price per share (p) Valuation at issue date (£)
30 May 2025 22,750,000 0.021978 60% 3.839 1.81653 408,516
22 July 2025 3,340,000 0.300000 60% 3.696 1.81653 51,128
27 October 2025 7,583,333 3.000000 60% 3.637 3.30000 69,678
33,673,333 529,322
The Company assumed a common exercise date of 31 October 2026 for all
outstanding warrants, being approximately one year after the issue date of
warrants to the OCTOBER CLN subscribers.
18. SHARE BASED PAYMENTS ACCOUNT
Year ended Year ended
31 Dec 2025 31 Dec 2024
£
At 1 January 45,075 45,075
Fair value of warrants issued in year:
As Shares Based Payments in Income Statement 478,194 -
As Directors' Remuneration in Income Statement 51,128 -
At 31 December 574,397 45,075
19. CAPITAL MANAGEMENT
The Company manages its capital to ensure that it will be able to continue as
a going concern while pursuing a transaction to maximize a return to
shareholders through an optimized structure of debt and equity instruments.
The Company reviews the capital structure on an on-going basis. As part of
this review, the directors consider the cost of capital and the risks
associated with each type and class of capital. The Company will balance its
overall capital structure and through the payment of dividends, new share
issues and the issue of new debt or the repayment of existing debt.
The Company raised £585,000 net of repayments as convertible loans and
£96,000 from the issue of ordinary shares (2024: no capital raised during the
year).
20. RELATED PARTY TRANSACTIONS
There is no ultimate controlling party.
The remuneration of the non-executive Directors is set out in note 8. On 22
July 2025 the Company issued 1,670,000 new Warrants priced at £0.003 expiring
after five years to each of Mr Carroll and Mr Croft (notes 8 and 17).
Mr Carroll is a director of NE10 Vodka Ltd. Details of the amount due to NE10
Vodka Ltd at 31 December 2025 are set out in Note 16.1 (June CLN) and Note
21(c).
21. EVENTS SINCE THE END OF THE REPORTING PERIOD
All regulatory notices relating to the Company's key events are submitted to
the London Stock Exchange via the RNS service. The following relate to key
changes since the 31 December 2025 financial year end:
(a) 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.
(b) On 22 January 2026 the Company announced that it had entered into a
non-binding, conditional, exclusive Heads of Terms for a proposed acquisition
and requested the suspension of the Company's shares from trading on the
London Stock Exchange until such time the Company publishes a prospectus or
notifies the market that the proposed transaction is not proceeding.
(c) On 24 February 2026 the Company and NE10 Vodka Limited agreed to
cancel the JUNE 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.
(d) On 24 April 2026 the Company entered into two subscription agreements
for convertible loan notes in the amounts of £35k with B Liceaga and £1
million with Shin Nieh Group.
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