Exhibit 99.1
GUARDFORCE AI CO., LIMITED AND SUBSIDIARIES
UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED June 30, 2025 and 2024
F-1
Guardforce AI Co., Limited and Subsidiaries
Unaudited Interim Condensed Consolidated Balance Sheets
(Expressed in U.S. Dollars)
Note | As of June 30, 2025 | As of December 31, 2024 | ||||||||||
(Unaudited) | ||||||||||||
Assets | ||||||||||||
Current assets: | ||||||||||||
Cash and cash equivalents | 3 | $ | $ | |||||||||
Restricted cash | 3 | |||||||||||
Trade receivables, net | ||||||||||||
Other current assets | ||||||||||||
Withholding tax receivable, net | ||||||||||||
Inventories | ||||||||||||
Other financial assets at amortized cost | ||||||||||||
Total current assets | ||||||||||||
Non-current assets: | ||||||||||||
Restricted cash | 3 | |||||||||||
Property, plant and equipment | ||||||||||||
Right-of-use assets | ||||||||||||
Intangible assets, net | 4 | |||||||||||
Goodwill | ||||||||||||
Withholding tax receivable, net | ||||||||||||
Deferred tax assets, net | ||||||||||||
Other non-current assets | ||||||||||||
Total non-current assets | ||||||||||||
Total assets | $ | $ | ||||||||||
Liabilities and Equity | ||||||||||||
Current liabilities: | ||||||||||||
Trade payables and other current liabilities | $ | $ | ||||||||||
Borrowings | ||||||||||||
Current portion of operating lease liabilities | ||||||||||||
Current portion of finance lease liabilities, net | ||||||||||||
Total current liabilities | ||||||||||||
Non-current liabilities: | ||||||||||||
Operating lease liabilities | ||||||||||||
Finance lease liabilities, net | ||||||||||||
Provision for employee benefits | ||||||||||||
Total non-current liabilities | ||||||||||||
Total liabilities | ||||||||||||
Equity | ||||||||||||
Ordinary shares – par value $ | 5 | |||||||||||
Subscription receivable | ( | ) | ( | ) | ||||||||
Additional paid in capital | ||||||||||||
Legal reserve | 7 | |||||||||||
Warrants reserve | ||||||||||||
Accumulated deficit | ( | ) | ( | ) | ||||||||
Accumulated other comprehensive income | ||||||||||||
Capital & reserves attributable to equity holders of the Company | ||||||||||||
Non-controlling interests | ( | ) | ( | ) | ||||||||
Total equity | ||||||||||||
Total liabilities and equity | $ | $ |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
F-2
Guardforce AI Co., Limited and Subsidiaries
Unaudited Interim Condensed Consolidated Statements of Profit or Loss
(Expressed in U.S. Dollars)
Note | For the six months ended June 30, | |||||||||||
2025 | 2024 | |||||||||||
(Unaudited) | (Unaudited) | |||||||||||
Revenue | 9 | $ | $ | |||||||||
Cost of sales | ( | ) | ( | ) | ||||||||
Gross profit | ||||||||||||
Stock-based compensation expenses | ( | ) | ( | ) | ||||||||
(Provision for) Recovery of withholding tax receivable | ( | ) | ||||||||||
Provision for expected credit loss on trade and other receivables | ( | ) | ( | ) | ||||||||
Impairment loss on goodwill | ( | ) | ||||||||||
Research and Development expenses | ( | ) | ( | ) | ||||||||
Selling, general and administrative expenses | 6 | ( | ) | ( | ) | |||||||
Operating loss from continuing operations | ( | ) | ( | ) | ||||||||
Other income, net | ||||||||||||
Foreign exchange losses, net | ( | ) | ( | ) | ||||||||
Finance income, net | ||||||||||||
Loss before income tax from continuing operations | ( | ) | ( | ) | ||||||||
Provision for income tax (expense) benefit | ( | ) | ||||||||||
Net loss for the period from continuing operations | ( | ) | ( | ) | ||||||||
Discontinued operations: | ||||||||||||
Net gain for the period from discontinued operations | ||||||||||||
Net loss for the period | ( | ) | ( | ) | ||||||||
Less: net profit attributable to non-controlling interests | ||||||||||||
Net loss attributable to equity holders of the Company | $ | ( | ) | $ | ( | ) | ||||||
Loss per share | ||||||||||||
Basic and diluted loss attributable to the equity holders of the Company | $ | ( | ) | $ | ( | ) | ||||||
Loss per share from continuing operations | ||||||||||||
Basic and diluted loss attributable to the equity holders of the Company | $ | ( | ) | $ | ( | ) | ||||||
Weighted average number of shares used in computation: | ||||||||||||
Basic and diluted |
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
F-3
Guardforce AI Co., Limited and Subsidiaries
Unaudited Interim Condensed Consolidated Statements of Comprehensive Loss
(Expressed in U.S. Dollars)
For the six months ended June 30, | ||||||||
2025 | 2024 | |||||||
(Unaudited) | (Unaudited) | |||||||
Net loss for the period | $ | ( | ) | $ | ( | ) | ||
Currency translation differences | ( | ) | ||||||
Total comprehensive loss for the period | $ | ( | ) | $ | ( | ) | ||
Attributable to: | ||||||||
Equity holders of the Company | $ | ( | ) | $ | ( | ) | ||
Non-controlling interests | ||||||||
$ | ( | ) | $ | ( | ) |
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
F-4
Guardforce AI Co., Limited and Subsidiaries
Unaudited Interim Condensed Consolidated Statement of Changes in Equity
(Expressed in U.S. Dollars)
Accumulated | ||||||||||||||||||||||||||||||||||||||||
Number of Shares | Amount ($0.12 par) | Subscription Receivable | Additional Paid-in Capital | Legal Reserve | Warrants Reserves | Other Comprehensive Income | Accumulated Deficit | Non- controlling Interests | Total Equity | |||||||||||||||||||||||||||||||
Balance as of December 31, 2023 | $ | $ | ( | ) | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||||||||||||
Currency translation adjustments | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||
Disposal of a subsidiary (Note 5) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
Issuance of ordinary shares for stock-based compensation (Note 5) | ||||||||||||||||||||||||||||||||||||||||
Net loss for the period | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||
Balance as of June 30, 2024 (Unaudited) | $ | $ | ( | ) | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||||||||||||
Balance as of December 31, 2024 | $ | $ | ( | ) | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||||||||||||
Foreign currency translation difference | - | |||||||||||||||||||||||||||||||||||||||
Stock-based compensation (Note 5) | ||||||||||||||||||||||||||||||||||||||||
Issuance of ordinary shares through At the Market Offering (Note 5) | ||||||||||||||||||||||||||||||||||||||||
Net loss for the period | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||
Balance as of June 30, 2025 (Unaudited) | $ | $ | ( | ) | $ | $ | $ | ( | ) | ( | ) |
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements
F-5
Guardforce AI Co., Limited and Subsidiaries
Unaudited Interim Condensed Consolidated Statements of Cash Flows
(Expressed in U.S. Dollars)
For the six months ended June 30, | ||||||||
2025 | 2024 | |||||||
(Unaudited) | (Unaudited) | |||||||
Cash flows from operating activities | ||||||||
Net loss from continuing operations | $ | ( | ) | $ | ( | ) | ||
Net gain from discontinued operations | ||||||||
Net loss | ( | ) | ( | ) | ||||
Adjustments for: | ||||||||
Depreciation and Amortization of fixed and intangible assets | ||||||||
Stock-based compensation expenses | ||||||||
Provision for (Recovery of) withholding tax receivable | ( | ) | ||||||
Provision for expected credit loss on trade and other receivables, net | ||||||||
Impairment loss on goodwill | ||||||||
Netting off related parties’ balances | ( | ) | ||||||
Finance income, net | ( | ) | ( | ) | ||||
Deferred income taxes | ( | ) | ||||||
Loss (Gain) from assets disposal | ( | ) | ||||||
Gain from disposal of a subsidiary | ( | ) | ||||||
Changes in operating assets and liabilities: | ||||||||
Decrease (Increase) in trade and other receivables | ( | ) | ||||||
Increase in other assets | ( | ) | ( | ) | ||||
Decrease in inventories | ||||||||
Decrease in restricted cash | ||||||||
Decrease in Trade and other payables and other current liabilities | ( | ) | ( | ) | ||||
(Increase) Decrease in withholding tax receivable | ( | ) | ||||||
(Decrease) Increase in provision for employee benefits | ( | ) | ||||||
Net cash used in operating activities | ( | ) | ( | ) | ||||
Cash flows from investing activities | ||||||||
Acquisition of property, plant and equipment | ( | ) | ( | ) | ||||
Proceeds from sale of property, plant and equipment | ||||||||
Acquisition of intangible assets | ( | ) | ||||||
Disposal of a subsidiary, net of cash disposed | ( | ) | ||||||
Interest received | ||||||||
Payments for financial assets at amortized cost | ( | ) | ||||||
Net cash (used in) generated from investing activities | ( | ) | ||||||
Cash flows from financing activities | ||||||||
Proceeds from issue of shares | ||||||||
Repayment of related party borrowings | ( | ) | ||||||
Repayment of bank borrowings | ( | ) | ( | ) | ||||
Payment of lease liabilities | ( | ) | ( | ) | ||||
Net cash generated from (used in) financing activities | ( | ) | ||||||
Net increase (decrease) in cash and cash equivalents, | ( | ) | ||||||
Effect of movements in exchange rates on cash held | ( | ) | ||||||
Cash and cash equivalents at January 1 | ||||||||
Cash and cash equivalents at June 30 | $ | $ |
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
F-6
Guardforce AI Co., Limited and Subsidiaries
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
(Expressed in U.S. Dollars)
1. | NATURE OF OPERATIONS |
Guardforce AI Co., Limited (“Guardforce”) is a company that was incorporated, and is domiciled, in the Cayman Islands under the Cayman Islands Companies Act on April 20, 2018. The Company’s ordinary shares and warrants are listed under the symbol “GFAI” and “GFAIW”, respectively, on the Nasdaq Capital Market upon the completion of an initial public offering on September 28, 2021.
The following diagram illustrates the Company’s legal entity ownership structure as of June 30, 2025:
2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
2.1 |
The accompanying interim condensed consolidated financial statements have been prepared in accordance with International Accounting Standard (“IAS”) 34, “Interim Financial Reporting”. These statements should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2024, which have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). The accounting policies applied for the six months ended June 30, 2025 and 2024 are consistent with those of the audited consolidated financial statements for the years ended December 31, 2024 and 2023, as described in those audited consolidated financial statements. The interim condensed consolidated financial statements have been prepared on a historical cost basis. In the opinion of management, all adjustments necessary for a fair presentation have been included in the accompanying unaudited condensed consolidated financial statements. The results of operations for the six months ended June 30, 2025 are not necessarily indicative of the results that may be expected for the full year ended December 31, 2025.
All amounts are presented in United States dollars (“USD”) and have been rounded to the nearest USD.
F-7
Going Concern basis
As of June 30, 2025, the Company has
incurred an accumulated deficit of $
2.2 |
The consolidated statements of profit or loss and other comprehensive loss, statements of changes in equity and statements of cash flows of the Company for the relevant periods include the results and cash flows of all companies now comprising the Company from the earliest date presented or since the date when the subsidiaries and/or businesses first came under the common control of the controlling shareholders, wherever the period is shorter.
The interim condensed consolidated balance sheet of the Company as of June 30, 2025 has been prepared to present the assets and liabilities of the subsidiaries under the historical cost convention.
Equity interests in subsidiaries held by parties other than the controlling shareholders are presented as non-controlling interests in equity.
All intra-group and inter-company transactions and balances have been eliminated on consolidation.
2.3 |
The preparation of the consolidated financial statements in conformity with IFRS requires management to make estimates and judgments that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from these estimates.
In preparing the interim condensed consolidated financial statements, the significant judgments made by management in applying the Company’s accounting policies and the key sources of estimation uncertainty were the same as those that applied to the consolidated financial statements for the year ended December 31, 2024.
On September 23, 2025, the interim condensed consolidated financial statements were approved by the audit committee and board of directors.
F-8
2.4 |
The consolidated financial statements are prepared in USD, which is the reporting currency. The functional currency of significant subsidiaries are as follows, the subsidiaries located in Thailand is Thai Baht (“Baht” or “THB”), the functional currency of subsidiaries located in Hong Kong is Hong Kong dollar (“HKD”) and the functional currency of subsidiaries located in mainland China is Chinese Renminbi (“RMB”).
The currency exchange rates and the entities that significantly impact our business are shown in the following table:
Period End Rate | Average Rate | |||||||||||||||
June 30, | December 31, | For the six months ended June 30, | ||||||||||||||
2025 | 2024 | 2025 | 2024 | |||||||||||||
Thai Baht | ||||||||||||||||
Hong Kong Dollar | ||||||||||||||||
Chinese Renminbi |
2.5 |
All new standards and amendments that are effective for annual reporting period commencing January 1, 2025 have been applied by the Company for the six months ended June 30, 2025. The adoption of these new and amended standards did not have material impact on the interim condensed consolidated financial statements of the Company. A number of new standards and amendments to standards have not come into effect for the year beginning January 1, 2025, and they have not been early adopted by the Company in preparing these interim condensed consolidated financial statements. None of these new standards and amendments to standards is expected to have a significant effect on the interim condensed consolidated financial statements of the Company.
2.6 |
Assets that are held for collection of contractual cash flows, where those cash flows represent solely payments of principal and interest, are measured at amortized cost. Interest income from these financial assets is included in finance income using the effective interest rate method. Any gain or loss arising on derecognition is recognized directly in profit or loss and presented in “other gains/(losses)” together with foreign exchange gains and losses. Impairment losses are presented as a separate line item in the statement of profit or loss.
3. | CASH, CASH EQUIVALENTS AND RESTRICTED CASH |
As of June 30, 2025 | As of December 31, 2024 | |||||||
(Unaudited) | ||||||||
Cash on hand | $ | $ | ||||||
Cash in bank | ||||||||
Subtotal | ||||||||
Restricted cash – current | ||||||||
Restricted cash – non-current | ||||||||
Cash, cash equivalents, and restricted cash | $ | $ |
4. | INTANGIBLE ASSETS |
During the six months ended June 30, 2025 and 2024,
impairment loss related intangible assets was recognized by the Company.
5. | SHAREHOLDERS’ EQUITY |
Equity transactions during the six months ended June 30, 2025:
On March 31, 2025, the Company entered
into a Marketing Services Agreement (the “Marketing Services Agreement”) with Outside the Box Capital Inc. (“OTB”),
pursuant to which the Company agreed to issue $
F-9
On April 11, 2025, the Company issued
an aggregate number of
For the six months ended June 30, 2025,
the Company issued
Equity transactions during the six months ended June 30, 2024:
The Company completed the separation
with Handshake by returning
On March 6, 2024, the Company issued
an aggregate number of
On May 7, 2024, the Company issued an
aggregate number of
6. | SELLING, GENERAL AND ADMINISTRATIVE EXPENSES |
For the six months ended June 30, | ||||||||
2025 | 2024 | |||||||
(Unaudited) | (Unaudited) | |||||||
Staff expense | $ | $ | ||||||
Professional fees | ||||||||
Depreciation and amortization expense | ||||||||
Rental expense | ||||||||
Other service fees | ||||||||
Travelling and entertainment expense | ||||||||
Other expenses* | ||||||||
$ | $ |
* |
7. | LEGAL RESERVE |
Thailand
Under the provisions of the Civil and
Commercial Code, GF Cash (CIT) is required to set aside as a legal reserve at least
The PRC
Pursuant to
the laws applicable to the PRC’s Foreign Investment Enterprises, the Company must make appropriations from after-tax profit to non-distributable
reserve funds. Subject to certain cumulative limits, the general reserve requires annual appropriations of
F-10
8. | RELATED PARTY TRANSACTIONS |
The principal related party balances as of June 30, 2025 and December 31, 2024 are
.
The principal related party transactions for the six months ended June 30, 2025 and 2024 are as follows:
Related party transactions:
For the six months ended June 30, | ||||||||||||
Nature | 2025 | 2024 | ||||||||||
(Unaudited) | (Unaudited) | |||||||||||
Service/ Products received from related parties: | ||||||||||||
Guardforce Security (Thailand) Company Limited | (a) | $ | $ | |||||||||
Guardforce Aviation Security Company Limited | (b) | |||||||||||
$ | $ | |||||||||||
Service/ Products delivered to related parties: | ||||||||||||
Shenzhen Kewei Robot Technology Co., Limited | (c) | $ | $ |
Nature of transactions:
(a) |
(b) | |
(c) |
9. | REVENUE AND CONSOLIDATED SEGMENT DATA |
The Company generates its revenue primarily from three service lines: (1) Secured Logistics; (2) AI&Robotics Solution; and (3) General Security Solutions.
Each service line primarily renders the following services:
(1) | Secure Logistics |
(i) | Cash-In-Transit – Non-Dedicated Vehicle (CIT Non-DV); (ii) Cash-In-Transit – Dedicated Vehicle (CIT DV); (iii) ATM management; (iv) Cash Processing (CPC); (v) Cash Center Operations (CCT); (vi) Consolidate Cash Center (CCC); (vii) Express Cash; (viii) Coin Processing Service; and (ix) Cash Deposit Management Solutions (GDM). |
(2) | AI&Robotics Solution |
(i) | Sale and Rental of AI&Robotics Solution; (ii) Advertising Service; and (iii) Solution Provider |
(3) | General Security Solutions |
(i) | Smart retail solution and (ii) Security engineering and maintenance |
F-11
Disaggregation information of revenue by service type which was recognized based on the nature of performance obligation disclosed above is as follows:
For the six months ended June 30, | ||||||||||||||||
2025 | Percentage of Total | 2024 | Percentage of Total | |||||||||||||
Service Type | $ | Revenue | $ | Revenue | ||||||||||||
(Unaudited) | (Unaudited) | |||||||||||||||
Cash-In-Transit – Non-Dedicated Vehicles (CIT Non-DV) | $ | % | $ | % | ||||||||||||
Cash-In-Transit – Dedicated Vehicle to Banks (CIT DV) | % | % | ||||||||||||||
ATM Management | % | % | ||||||||||||||
Cash Processing (CPC) | % | % | ||||||||||||||
Cash Center Operations (CCT) | % | % | ||||||||||||||
Consolidate Cash Center (CCC) | % | % | ||||||||||||||
Cash Deposit Management Solutions (GDM) | % | % | ||||||||||||||
AI&Robotics Solution | % | % | ||||||||||||||
General Security Solutions | % | % | ||||||||||||||
Total | $ | % | $ | % |
Selected information by segment is presented in the following tables for the six months ended June 30, 2025 and 2024:
For the six months ended June 30, | ||||||||
Revenues(1) | 2025 | 2024 | ||||||
(Unaudited) | (Unaudited) | |||||||
Secured Logistics | $ | $ | ||||||
AI&Robotics Solution | ||||||||
General Security Solutions | ||||||||
$ | $ |
(1) |
For the six months ended June 30, | ||||||||
Operating profit (loss) | 2025 | 2024 | ||||||
(Unaudited) | (Unaudited) | |||||||
Secured Logistics | $ | $ | ||||||
AI&Robotics Solution | ( | ) | ( | ) | ||||
General Security Solutions | ( | ) | ( | ) | ||||
Corporate and others (1) | ( | ) | ( | ) | ||||
Operating loss from continuing operations | ( | ) | ( | ) | ||||
Total other income from four segments | ||||||||
Foreign exchange (gain) losses, net: | ||||||||
- Secured Logistics | ( | ) | ( | ) | ||||
- AI&Robotics Solution | ( | ) | ||||||
- Corporate and others | ( | ) | ( | ) | ||||
Finance income (costs), net: | ||||||||
- Secured Logistics | ( | ) | ( | ) | ||||
- AI&Robotics Solution | ( | ) | ( | ) | ||||
- General Security Solutions | ( | ) | ||||||
- Corporate and others | ||||||||
Loss before income tax from continuing operations | ( | ) | ( | ) | ||||
Provision for income tax (expense) benefit | ( | ) | ||||||
Net loss for the period from continuing operations | ( | ) | ( | ) | ||||
Net profit for the period from discontinued operations | ||||||||
Net loss for the period | ( | ) | ( | ) | ||||
Less: net profit attributable to the non-controlling interest | ||||||||
Net loss attributable to equity holders of the Company | $ | ( | ) | $ | ( | ) |
(1) |
F-12
Total assets by segment as of June 30, 2025 and December 31, 2024 are as follows:
Total assets | As of June 30, 2025 | As of December 31, 2024 | ||||||
(Unaudited) | ||||||||
Secured Logistics | $ | $ | ||||||
AI&Robotics Solution | ||||||||
General Security Solutions | ||||||||
Corporate and others | ||||||||
$ | $ |
Total non-current assets by geographical segment as of June 30, 2025 and December 31, 2024 are as follows:
Total non-current assets | As of June 30, 2025 | As of December 31, 2024 | ||||||
(Unaudited) | ||||||||
The PRC (including Hong Kong and Macau) | $ | $ | ||||||
Thailand | ||||||||
Other countries | ||||||||
$ | $ |
10. | COMMITMENTS AND CONTINGENCIES |
Executives/directors agreements
The Company has several employment agreements
with executives and directors with the latest expiring in May 2028. All agreements provide for automatic renewal options with varying
terms of one year or three years unless terminated by either party.
Amount | ||||
Twelve months ending June 30: | ||||
2026 | $ | |||
2027 | ||||
2028 | ||||
Total minimum payment required | $ |
F-13
Contracted expenditure commitments
The Company’s contracted expenditures commitments as of June 30, 2025 but not provided in the interim condensed consolidated financial statements are as follows:
Payments Due by Period | ||||||||||||||||||
Less than | 1-2 | 3-5 | ||||||||||||||||
Contractual Obligations | Nature | Total | 1 year | years | years | |||||||||||||
Service fee commitments | (a) | $ | $ | $ | $ | |||||||||||||
Operating lease commitments | (b) | |||||||||||||||||
$ | $ | $ | $ |
(a) |
(b) |
Bank guarantees
As of June 30, 2025, the Company had no commitments with banks for bank guarantees in favor of government agencies and others.
11. | SUBSEQUENT EVENTS |
The Company has evaluated and determined that there are no material subsequent events that require disclosure or adjustment to the financial statements.
For the period from July 1, 2025 to September 23, 2025, the Company issued
F-14