1.

Corporate and group information

2.

The authorization of the condensed interim consolidated financial statements

3.

Application of new and revised International Financial Reporting Standards (“IFRS”), International Accounting Standards (“IAS”), International Financial Reporting Interpretations Committee (“IFRIC”) Interpretations and Standing Interpretations Committee (“SIC”) Interpretations issued by the International Accounting Standards Board (“IASB”), (collectively, “IFRS”)

a)

Amendments to IFRS and the new interpretation that are mandatorily effective for the current year

New Standards, Interpretations and Amendments

Effective date issued by IASB

Amendments to IFRS 9 and IFRS 7, ‘Contracts referencing nature–dependent electricity’ and ‘Classification and Measurement of Financial Instruments’

January 1, 2026

Annual improvements to IFRS Accounting Standards–Volume 11

January 1, 2026

b)

New standards, interpretations and amendments in issue but not yet effective

New Standards, Interpretations and Amendments

Effective date issued by IASB

Amendments to IFRS 10 and IAS 28, ‘Sale or contribution of assets between an investor and its associate or joint venture’

To be determined by IASB

IFRS 18, ‘Presentation and disclosure in financial statements’

January 1, 2027

IFRS 19, ‘Subsidiaries without public accountability: disclosures’

January 1, 2027

Amendments to IAS 21, ‘Translation to a hyperinflationary presentation currency’

January 1, 2027

Amendments to IAS 28, ‘Fair value option for investments in associates and joint ventures’

January 1, 2027

4.

Summary of material accounting policy information

a)

Statement of compliance

b)

Basis of preparation

(a)

These condensed interim consolidated financial statements are presented in U.S. dollars and have been prepared in accordance with IFRS as issued by the IASB and in accordance with IAS 34, Interim Financial Reporting. These condensed interim consolidated financial statements do not include all the information and disclosures required in the annual consolidated financial statements and should be read in conjunction with the audited consolidated financial statements and related notes included in the Group’s Annual Report on Form 20-F for the year ended December 31, 2025.

Except for the following item, these condensed interim consolidated financial statements have been prepared under the historical cost convention:

i)

Financial assets and liabilities at FVTPL.

(b)

The preparation of condensed interim consolidated financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgment in the process of applying the Group’s accounting policies. Other than policies noted below, there have been no significant changes in the Group’s critical accounting policies and estimates during the six months ended June 30, 2026, compared to those disclosed in Note 4 dd) – Critical Accounting Judgments, Estimates and Key Sources of Assumption Uncertainty to the Group’s audited consolidated financial statements included in its Annual Report on Form 20-F for the year ended December 31, 2025.

c)

Seasonality of operations

d)

Basis of consolidation

(a)

Basis for preparation of condensed interim consolidated financial statements:

i)

All subsidiaries are included in the Group’s condensed interim consolidated financial statements. Subsidiaries are all entities controlled by the Group. The Group controls an entity when the Group is exposed, or has rights, to variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Consolidation of subsidiaries begins from the date the Group obtains control of the subsidiaries and ceases when the Group loses control of the subsidiaries.

ii)

Inter-company transactions, balances and unrealized gains or losses on transactions between companies within the Group are eliminated. Accounting policies of subsidiaries have been adjusted where necessary to ensure consistency with the policies adopted by the Group.

iii)

When the Group loses control of a subsidiary, the Group remeasures any investment retained in the former subsidiary at its fair value. That fair value is regarded as the fair value on initial recognition of a financial asset or the cost on initial recognition of the associate or joint venture. Any difference between fair value and carrying amount is recognized in profit or loss. All amounts previously recognized in other comprehensive income in relation to the subsidiary are reclassified to profit or loss on the same basis as would be required if the related assets or liabilities were disposed of. That is, when the Group loses control of a subsidiary, all gains or losses previously recognized in other comprehensive income in relation to the subsidiary should be reclassified from equity to profit or loss, as if such gains or losses would be reclassified to profit or loss when the related assets or liabilities are disposed of.

iv)

The Group’s investments in equity affiliates are recorded using equity method of accounting. Under the equity method, an investment in an associate is initially recognized at cost and adjusted thereafter to recognize the Group's share of post-acquisition profits or losses and that of other comprehensive income of the associate. The Group may gain significant influence over an existing investment upon acquisition of further interest or due to a change in circumstances, in which case, the Group measures its investment in an associate by way of accumulated cost approach on the date of inception of significant influence.

e)

Convertible notes

The Group classifies the convertible notes in accordance with the guidance established by IAS 32, Financial Instruments: Presentation, and IFRS 9, Financial Instruments. The Group considers a convertible note as a hybrid contract if it contains an embedded conversion feature, an embedded redemption option and a non-derivative debt host.

The debt host is accounted for as a financial liability. The financial liability component of such hybrid contract, along with non-separable embedded derivative liability, if any, is initially measured as a whole, at fair value, which is achieved by discounting the contractual cash flows using a market interest rate for a similar non-convertible debt instrument with similar features of the Group’s convertible notes, excluding the conversion feature. The financial liability is subsequently measured at amortized cost until it is extinguished by way of conversion, redemption or repayment at maturity.

The conversion feature, which does not have the effect of converting the debt host into a fixed number of shares of the Group for a fixed amount of cash or another financial assets, is accounted for as an embedded derivative liability and is separated from the debt host if it is not deemed closely related to the debt host. The embedded derivative liability is initially recognized and measured at fair value, and is subsequently remeasured at FVTPL, with any resulting fair value changes recognized as part of finance costs or interest income.

The redemption option, which does not have the effect of converting the debt host into a fixed number of shares of the Group for a fixed amount of cash or another financial assets, is accounted for as an embedded derivative liability and is not separated from the debt host if it is deemed closely related to the debt host.

Debt issuance costs are apportioned between the financial liability and embedded derivative liability in proportion to their initial carrying amounts. The debt issuance costs allocated to the financial liability component forms part of the effective interest rate and are amortized over the expected lifetime of the liability. Debt issuance costs allocated to the embedded derivative liability are expensed as incurred.

The financial liability is presented within “long-term borrowings” as “convertible notes,” while the embedded derivative liability is presented separately as derivative liabilities in the condensed interim consolidated balance sheets of the Group. The derivative liability is classified as a current liability if the Group does not have the right to defer settlement for at least 12 months after the reporting date.

f)

Business combinations

The Group recognizes business combinations using the acquisition method under the provisions of IFRS 3 (Revised), Business Combinations.

The purchase price in a business acquisition is measured at the fair value of the assets transferred, equity instruments issued and liabilities incurred or assumed at the date of acquisition, which is the date on which control is transferred to the Group. The purchase price also includes the fair value of any contingent consideration, which is assessed at each reporting date for the probability of the contingent event materializing leading to payment. The contingent consideration is remeasured at fair value at such reporting date and changes in the fair value of the contingent consideration are recognized in the condensed interim consolidated statement of comprehensive loss. 

Identifiable tangible and intangible assets acquired, and liabilities and contingent liabilities assumed in a business acquisition are measured initially at their fair value, using generally accepted valuation methods appropriate for the nature of the asset acquired and liability assumed, on the date of acquisition, and these are subsequently measured based on the Group’s accounting policies for similar assets, liabilities and contingent liabilities. Identifiable intangible assets acquired are reported separately from goodwill. 

Acquisition-related costs are expensed as incurred.

Goodwill represents the excess of consideration paid over the fair value of identifiable tangible and intangible net assets purchased in a business combination. Goodwill is not amortized but is tested for impairment at least on an annual basis, relying on several factors including operating results, business plans and estimated future cash flows of the cash generating units to which it is assigned. Goodwill is subsequently measured at its initial cost less accumulated impairment losses.

g)

The Group accounts for investments in equity affiliates using the equity method under the provisions of IAS 28, Investments in Associates and Joint Ventures.

Investments in equity affiliates are initially recorded at cost and any excess purchase consideration paid over proportionate share of the fair value of the net assets of the investee at the acquisition date is included in the carrying amount of the investment as goodwill and is not recognized separately. Such goodwill is not amortized. The results of equity affiliates are incorporated in the condensed interim consolidated financial statements using the equity method of accounting. The proportionate share of post-acquisition profits or losses and that of other comprehensive income of the associate is recognized in the condensed interim consolidated statements of comprehensive loss. The Company periodically reviews the carrying value of its investment to determine if there has been any other-than-temporary decline in carrying value. The investment balance for an investee is increased or decreased for cash contribution and distributions to or from, respectively. The Group may gain significant influence over an existing investment upon acquisition of further interest or due to a change in circumstances, in which case, the Group measures its investment in an associate by way of accumulated cost approach on the date of inception of significant influence.

5.

Cash and cash equivalents

a)

The Group transacts with a variety of financial institutions all with high credit quality to disperse credit risk, so it expects that the probability of counterparty default is remote.

b)

As of June 30, 2026 and December 31, 2025, range of interest rate of time deposits was 1.51%~1.64% and 1.38%~1.64%, respectively. Some time and demand deposits provided as guarantees and with maturity over three months were reclassified as “restricted deposits.” Refer to Note 8 for further details.

6.

Financial assets at FVTPL

(1)

In 2022, the Group entered into a rent-a-captive arrangement with an insurance company. In a rent-a-captive structure, an insurance company provides insurance services through a captive company to its participants. The Group participates in the captive insurance agreement by investing certain capital and insures itself against future losses, wherein such investment covers the premium for future claims payments. The insurance company agrees to cause dividends of the rent-a-captive company to be declared and paid to the Group, if approved.

(2)

In December 2025, the Group, through its wholly owned subsidiary Gorilla Technology UK Limited (“Gorilla UK”), entered into a convertible loan agreement (the “Astrikos Loan Agreement”) with Astrikos Pte. Ltd. (“Astrikos AI”) and Hegde Chinmaya (Controlling Shareholder of Astrikos AI), for setting-up a loan facility of $500,000 (the “Astrikos Loan Facility”) for Astrikos AI. The Group disbursed the loan of $500,000 in December 2025.

The Astrikos Loan Agreement provides for a 0% interest rate for the first twelve months from the date of drawdown and 20% per annum thereafter. The interest shall be rolled and added to the principal amount of loan and shall be payable as and when the principal amount outstanding under the agreement is redeemed or repaid in full. The loan is repayable 12 months from the date of the agreement, unless repaid earlier or converted. On the repayment date, the Borrower may elect to repay the outstanding amount in cash or, failing such repayment, the outstanding principal and accrued interest will convert into preference shares representing 3.9375% of the fully diluted share capital of Astrikos AI.

During the six months ended June 30, 2026, certain developments occurred, which shall lead to repayment and full settlement of the loan outstanding under the Astrikos Loan Facility, which the Group expects to close by September 30, 2026. Considering the Group’s estimates of short-term duration of the loan, the Group considers the fair value of the convertible loan to approximate its cost.

(3)

On March 11, 2025, the Company entered into a partnership agreement with One Amazon USA Inc., in connection with an investment through a Simple Agreement for Future Equity (“SAFE”) for a total investment commitment of up to $5,000,000. The agreement designates the Company as the primary technology provider for One Amazon’s Internet of Forests initiative. The SAFE represents a future right to equity that automatically converts into preferred stock upon a qualifying equity financing at a 15% discount to the lowest price paid by new investors, while providing for a payout equal to the greater of the purchase price or the fair market value conversion amount upon an IPO, direct listing, or change of control. Although the Company holds no voting rights prior to conversion, the SAFE entitles the Company to receive dividends on par with common stock and maintains liquidation priority junior to indebtedness but pari passu with other SAFE and preferred stockholders. The Company classifies this investment as a FVTPL and remeasures the instrument at each reporting date.

As of June 30, 2026, management evaluated whether any significant changes in facts and circumstances had occurred since the most recent valuation date of December 31, 2025 that would indicate a material change in the fair value of the SAFE and concluded that none had occurred.

7.

Equity method investments

(1)

In March 2026, the Group, through its wholly owned subsidiary, Gorilla UK entered into an agreement (the “Astrikos CCD Agreement”) with Astrikos AI Private Limited (Astrikos India) and Chinmaya Hegde (the Promoter and controlling shareholder of Astrikos India), an affiliate and a direct holding company of Astrikos AI, to subscribe to 932,524 unsecured and compulsorily convertible debentures (“CCDs”) of Astrikos India in an amount of INR 45,479,195 (equivalent to $491,896 at the transaction date). In May 2026, the Group amended the Astrikos CCD Agreement (the “Amended and Restated Astrikos CCD Agreement”) to comply with certain regulatory norms in India. CCDs shall mandatorily and automatically convert into equity shares of Astrikos India in the ratio of 1:1 at the earliest of (a) anytime at the option of the Group; or (b) completion of an equity financing round; or (c) expiry of 18 months from the date of issuance. Following the investment, the Group obtained an interest of 8.51% on a fully diluted basis in the equity of Astrikos India. 

Subsequently, in May 2026, the Group, through its wholly owned subsidiary, Gorilla UK entered into a Share Subscription Agreement (“Astrikos SSA”) with Astrikos India and Chinmaya Hegde. Pursuant to the Astrikos SSA, Gorilla UK agreed to subscribe for 1,787,537 compulsory convertible preference shares (“CCPS”) and 10 equity shares of Astrikos India for an aggregate consideration of INR 90,950,391 (equivalent to $952,859 at the transaction date). CCPS are mandatorily convertible into equity shares of Astrikos India at any time on or before the expiry of 19 years from the date of issuance in the ratio of 1:1. Following the investment, the Company obtained an interest of 20.78%, inclusive of its March 2026 investment, on a fully diluted basis in the equity of Astrikos India. The Group concluded that it has significant influence over Astrikos India and accounted for its investments in Astrikos India using the equity method.

8.

Restricted deposits

a)

As of June 30, 2026 and December 31, 2025, without taking into account any collateral held or other credit enhancements, the maximum exposure to credit risk in respect of the amount that best represents these financial assets held by the Group was $45,933 and $5,298,442, respectively.

b)

The Group transacts with a variety of financial institutions all with high credit quality to disperse credit risk, so it expects that the probability of counterparty default is remote.

9.

Accounts receivable, net

a)

Accounts receivable are non-interest bearing and are measured at the original invoice amount as the effect of discounting is immaterial.

b)

The aging analysis of accounts receivable is as follows:

c)

As of June 30, 2026 and December 31, 2025, without taking into account any collateral held or other credit enhancements, the maximum exposure to credit risk in respect of the amount that best represents the Group’s accounts receivable were $45,655,394 and $55,085,782, respectively.

d)

10.

Prepayments

11.

Property and equipment, net