Golden Rock Global Reports 2025 Annual Results with Qualified Audit Opinion and Going Concern Uncertainty

Golden Rock Global’s 2025 annual results are not really about trading performance, because this is still a listed cash shell with no operating business and no revenue. The real story is funding, accounting risk, and whether management can pull off a reverse takeover while the shares remain suspended.

In plain English, the company is trying to survive long enough to complete a deal. That can work for shareholders if the eventual transaction is strong, but right now this RNS reads more like a financing and governance update than a set of normal results.

Golden Rock Global 2025 annual results – the key numbers retail investors need to know

Metric	2025	2024
Revenue	£nil	Not disclosed in this summary, but the company said it had no revenue
Operating loss	£845,858	£127,919
Loss and total comprehensive income	£865,397	£131,816
Cash at year end	£272,892	£1,867
Net cash used in operating activities	£409,975	£7,930
Total equity	£72,181	(£209,574)
Current liabilities	£207,928	£217,857

The company says operational cash outgoings were £409k, which ties in closely with the cash flow statement showing £409,975 used in operations. That tells you the main issue here is cash burn, not sales growth, because there are no sales.

Losses also jumped sharply. Part of that reflects professional fees, directors’ fees and a hefty £478,194 share-based payment charge, which is non-cash but still shows the cost of issuing warrants and funding the shell.

Why the qualified audit opinion matters more than the headline loss

This is the big accounting red flag. Golden Rock Global received a qualified audit opinion, which means the auditor signed off the accounts except for one important area where it disagreed with management.

That area was the treatment of convertible loan notes, or CLNs – debt that can potentially convert into shares. The auditors said the company’s classification of part of these instruments as equity did not align with IAS 32, the accounting standard for financial instruments.

Specifically, the group had £585,000 due at the balance sheet date under two convertible loan note arrangements, and £122,452 of that had been allocated to equity relating to the embedded derivative. The auditor’s view was that the derivative liability and host contract should be classified as financial liabilities instead.

Why does that matter? Because it affects how strong the balance sheet looks. When a tiny shell company reports total equity of just £72,181, getting the debt-versus-equity split right is not a nice-to-have – it is central to how investors judge financial health.

Going concern uncertainty – can Golden Rock Global fund itself for the next 12 months?

The second major issue is going concern, which simply means whether the business can keep operating for at least the next year. The auditors flagged a material uncertainty here, although they did not modify their opinion on that point.

The company’s own forecast is materially reliant on receiving funding from the £1 million subscription for convertible loan notes executed on 24 April 2026. It also said it had £146k in cash at the date of the report, down from the £272,892 held at 31 December 2025.

That is the clearest takeaway in the whole release: Golden Rock Global needs fresh money to keep going and to pursue its proposed transaction. If that money lands as expected, the company says it can fund working capital and deal costs for the next twelve months. If it does not, the risk level rises quickly.

Convertible loan notes, repayment pressure and why NE10 funding became a problem

The 2025 funding story is a bit messy. In June 2025, the company secured a CLN facility of up to £300k from NE10 Vodka Ltd, later increased to £500k, but only £180,000 was drawn.

That money helped Golden Rock Global negotiate reduced settlements with creditors, which is a positive. But NE10 was later unable to provide further funding, and in December 2025 it asked to be repaid. The company repaid £50,000, leaving £130,000 outstanding at the year end.

In February 2026, that CLN was cancelled and replaced with a non-interest-bearing repayment loan of £140,394. That takes away the immediate conversion feature, but it is still another sign the company has been financing itself in a fairly hand-to-mouth way.

Worth noting too: chairman Paul Carroll is a director of NE10 Vodka Ltd. That related-party connection is disclosed, but investors should still pay attention whenever funding comes from entities linked to board members.

Reverse takeover plans and suspension of Golden Rock Global shares

The company was suspended from the start of 2025 until restoration on 21 August 2025. Then, on 22 January 2026, it announced heads of terms for a proposed acquisition and requested suspension again from 21 January 2026. That suspension was still in place at the date of this report.

A reverse takeover is when a listed shell acquires a target business and effectively becomes that business. For shell companies, it is the whole point. If the target is good and the terms are sensible, shareholders can do very well. If not, years can pass with little to show for it.

The board says it is focused on delivering a successful reverse takeover in 2026 and has entered into subscription agreements for a further £1.035 million in new convertible loans, mainly to fund advisory costs. That tells you the transaction process is active, but it also tells you more dilution and more financing complexity are likely.

Dilution risk is real – warrants and future share issuance could be significant

Retail investors should not ignore dilution here. Shares in issue rose to 31,325,000 by 31 December 2025, up from 22,975,000 a year earlier.

On top of that, the company had 35,273,333 warrants outstanding at year end. A warrant gives the holder the right to buy shares at a set price in future, so if these are exercised, existing shareholders can be diluted further.

There was also a post year-end exercise of 3,000,000 warrants on 21 January 2026 for consideration of just £659. That is tiny cash coming in for a meaningful number of shares, which underlines the dilution point quite neatly.

Corporate governance concerns – the board admits controls need to improve

There is another line in the report I would not brush past. The board said the internal control system had been “no more than adequate” and that a more comprehensive system of policies and practices needs to be implemented immediately.

That is unusually blunt language. For a shell company trying to complete a complex transaction, strong controls matter. Right now the board consists of only two non-executive directors, and there were no committee meetings during the year.

My take on Golden Rock Global’s 2025 results

The positive case is straightforward. The company restored its listing in August 2025, raised funding, cleaned up some creditor positions, entered heads of terms for a possible acquisition, and has lined up a further £1.035 million in convertible loans to push that process forward.

The negative case is stronger in the short term. There is no revenue, the shares are suspended, the audit opinion is qualified, the going concern statement is fragile, and the capital structure is getting more complex and more dilutive.

So what does this mean for ordinary investors? Golden Rock Global is a high-risk deal vehicle, not an operating business you can value on sales or profits. Until the reverse takeover target, funding certainty and final capital structure become clearer, this remains a speculation on management executing a transaction rather than an investment in proven trading performance.

That can still come good. But for now, this RNS is more warning label than victory lap.