NOTES TO THE CONDENSED FINANCIAL STATEMENTS

1.    GENERAL INFORMATION

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

The Company's registered office is located at 11 Bath Street, St Helier, JE4 8UT, Jersey.

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

2.    BASIS OF PREPARATION

The condensed consolidated interim financial information has been prepared in accordance with International Accounting Standard ("IAS") 34 "Interim Financial Reporting" and are presented in GB Pounds.

3.    PRINCIPAL ACCOUNTING POLICIES

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

The accounting policies and methods of computation used in the condensed consolidated financial information for the six months ended 30 June 2025 are the same as those followed in the preparation of the Group's annual financial statements for the year ended 31 December 2024 and are those the Group expects to apply into financial statements for the year ending 31 December 2025. There was no impact on the Company's accounting policies as a result of any new or amended standards which became applicable for the current accounting period.

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

4. SEGMENT INFORMATION

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

5. TAXATION

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

6. DIVIDEND

The Board does not recommend the payment of an interim dividend in respect of the six months ended 30 June 2025 (30 June 2024: Nil).

NOTES TO THE CONDENSED FINANCIAL STATEMENTS (CONTINUED)

7. LOSS PER SHARE

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

8. SHARE CAPITAL

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

On 15 July 2025 the Company issued 4,550,000 shares at a price of £0.00021978 raising £1,000 ("New Shares"). The New Shares were issued fully paid and the discount will be charged at fair value through profit or loss.

9. CONVERTIBLE LOAN NOTES

On 5 December 2022 the Company and its director Mr. Wei Chen entered into a Convertible Loan Note ("CLN") for £100,000 000 at a fixed conversion price of £0.03125 per share, with a coupon on 12% per annum. On 12 June 2025, as consideration in an agreement for Subscription Shares, Mr. Chen wrote off his loan to the Company of £100,000, waived his right to payment of interest accrued thereon, and agreed to the cancellation of his CLN from the Company. The CLN was extinguished on 12 June 2025 and fair value of £106,457 was credited to prepaid equity. The Subscription Agreement is not a compound instrument and has no derivative component.

New convertible loan note

On 30 May 2025, the Company created a £300,000 convertible loan note ("Note") facility, subsequently increased on 4 June 2025 to £500,000, carrying an 8% annual rate of interest and maturing on the third anniversary of the date of the instrument.  The notes may be converted into the ordinary shares of the Company at any time prior to the maturity date and may be converted at the election of the Note holder, by reference to a volume weighted average market price of the Company's shares over the relevant period or by reference to the overall capitalization of the Company being £500,000. In the event the holder of the Note has not converted the Note at the maturity date, the Company shall be liable to repay the principal and accrued interest in cash to the Note holder. Restrictions on conversion of the CLNs are set out in Note 11.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS (CONTINUED)

9. CONVERTIBLE LOAN NOTES (CONTINUED)

New convertible loan note (continued)

On 4 June 2025, the Company issued a Certificate for £80,000 to NE10 Vodka Limited ("NE10") and on 23 June 2025 the Company issued a further Certificate for £100,000 to NE10, raising and receiving a total of £180,000 by 30 June 2025. The following accounting treatment is unaudited.

The Company has assessed the Convertible loan note instrument and deemed it to be a hybrid instrument in accordance with IFRS9 and has determined that the instrument has the attributes of a financial liability with a derivative conversion feature. Fair value adjustment has been made to recognise a comparable market interest rate for a similar loan without the benefit of the convertible feature. The Company used the Black Scholes valuation method which was undertaken for a variety of scenarios, being conversion at different market prices and rates of price change, and in different timeframes over the period of convertibility of the loan, with a fair value determined for each and being assigned a risk weighting based on management's assessment of the probability of each scenario being the likely outcome, with the risk weighted average fair value being taken as the best estimate for fair value of the embedded derivative:

(1) Source data: average market yield of UK Government 1-Year Bonds

(2) Source: London Stock Exchange daily trading data of GCG.L for the 12 months prior to date of suspension of trading 27 August 2024

The Company has concluded that the output values are relatively insensitive the magnitude of variation in the assumptions used and would expect the statistical degree of error in the values stated to be within the range of +/- 20%. The analysis of the fair value on initial recognition and at 30 June 2025 is set out in the following table:

The Company charged for the six months ended 30 June 2025 Effective Interest Cost of £1,712 and Fair Value Through Profit or Loss of £174,935.

10. WARRANTS

On 4 June 2025 the Company has executed a warrant instrument constituting 22,750,000 warrants exercisable on a one for one basis into ordinary shares in the capital of the Company at an exercise price of £0.00021978 per ordinary share and an exercise period of 3 years commencing on (and including) the date of grant ("Warrants"). The Warrants are  capable of being exercised at any time following their issue, subject to the restrictions described below.  All of the Warrants were issued to the subscriber of the New Shares. Restrictions on exercise of the Warrants  are set out in Note 11.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS (CONTINUED)

10. WARRANTS (CONTINUED)

The fair value of the Warrants will be charged through profit or loss in the period when the conditions for exercise are met (see Note 11).

On 22 July 2025, the Company executed a further warrant instrument constituting 3,340,000 warrants exercisable on a one for one basis into ordinary shares in the capital of the Company at an exercise price of £0.003 per ordinary share and an exercise period of 5 years commencing on (and including) the date of grant to be issued in the amount of 1,670,000 Warrants each to Mr. John Croft and Mr. Paul Carroll, Directors of the Company. These Warrants are capable of being exercised at any time following their issue, subject to certain restrictions including, inter alia, they cannot be exercised unless the Directors have been granted necessary share authorities to allow the resulting issuance of shares.

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

The Warrants are not capable of being exercised and the CLNs are not capable of being converted in each case (i) unless the Directors have been granted necessary share authorities to allow the resulting issuance of shares; (ii) if the resulting issuance of shares to the subscriber to the New Shares and/or NE10, when taken together with their respective existing shareholdings in the Company (if any, in the case of NE10) at the date of such exercise or conversion, would require either of them to make a mandatory cash offer for the shares in the Company not already owned by them pursuant to rule 9 of the Takeover Code; or (iii) if a prospectus would be required to be published by the Company in order for the resulting shares to be admitted to the Equity Shares (Shell Companies) Category of the Official List of the FCA and to trading on the main market for listed securities of the LSE.

12. RELATED PARTY TRANSACTIONS

During the six months to 30 June 2025, the Group entered into the following transactions with related parties and connected parties:

NE10 Vodka Limited

On 30 May 2025 the Company entered into a £300,000 convertible loan note facility with NE10 Vodka Limited (Note 9). On 4 June 2025 the facility was increased to £500,000 and on that date the Company drew down a first loan of £80,000. On 18 June 2025 the Company drew down a second loan of £100,000.

Mr. Paul Carroll

On 4 June 2025 the Company executed a Non-executive Director appointment letter with Mr. Paul Carroll for an initial term of three years at an annual fee of £30,000 with provision for termination by either party at three months' notice. Mr. Carroll is a director and 4.6% shareholder of NE10 Vodka Limited. In the six months to 30 June 2025 the Group paid Director's Fees to Mr. Carroll amounting to £2,500.

On 22 July 2025 the Company announced that it intends to issue to Mr. Carroll 1,670,000 warrants exercisable at £0.03 over five years subject to certain restrictions (Note 11).

NOTES TO THE CONDENSED FINANCIAL STATEMENTS (CONTINUED)

12. RELATED PARTY TRANSACTIONS (CONTINUED)

Mr. Leon Hogan

On 4 June 2025 the Company entered into a Subscription Agreement with Mr. Leon Hogan to subscribe for 4,550,000 ordinary shares of £0.01 each for total consideration of £1,000. On the same date the Company issued a Warrant Certificate to Mr. Hogan for 22,750,000 warrants exercisable at £0.00021978 subject to certain restrictions (Note 11). On 15 July 2025 the 4,550,000 ordinary shares were issued as fully paid.

Mr. Hogan is a former director, and currently 40.9% shareholder, of NE10 Vodka Limited.

13. EVENTS AFTER THE REPORTING PERIOD

On 15 July 2025 the Company issued 4,550,000 shares at a price of £0.00021978 raising £1,000 ("New Shares"). The New Shares were issued fully paid and the discount will be charged at fair value through profit or loss.

On 22 July 2025 the Company published its audited financial statements for the two years ended 31 December 2023 and 2024.

On 22 July 2025 the Company announced an increase to £500,000 in the NE10 Vodka Limited convertible loan note facility.

On 22 July 2025 the Company executed Warrant Certificates to the Directors (Notes 10 and 11).

On 19 August 2025 the Company announced that its Annual General Meeting will be held on or around 10 October 2025.

On 21 August 2025 the Company announced that the suspension of its shares had been lifted and restored to trading on the Main Market of the London Stock Exchange.