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EX-99.2 3 ex_889298.htm EXHIBIT 99.2 HTML Editor

Exhibit 99.2

Gorilla Technology Group Inc. and Subsidiaries

Condensed Interim Consolidated Financial Statements (Unaudited)

For the Nine Months Ended September 30, 2025 and 2024

TABLE OF CONTENTS

	Page
Condensed Consolidated Balance Sheets		2-3
Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited)		4
Condensed Consolidated Statements of Changes in Equity (Unaudited)		5
Condensed Consolidated Statements of Cash Flows (Unaudited)		6
Reconciliation of non-IFRS Financial Measures to IFRS Measures		7

Gorilla Technology Group Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(Expressed in United States dollars)

	As of
	September 30,		December 31,
	2025		2024
Items	(Unaudited)		(Audited)
Assets
Current assets
Cash and cash equivalents	$	110,154,134	$	21,699,202
Financial assets at fair value through profit or loss (“FVTPL”)		1,000		1,000
Restricted deposits		11,293,830		15,773,099
Accounts receivable, net		36,532,310		25,670,157
Other receivables, net		416,306		432,696
Unbilled receivables (Contract assets)		56,325,755		34,306,195
Inventories		-		5,199
Prepayments		14,065,030		28,632,212
Other current assets		148,909		151,816
Total current assets		228,937,274		126,671,576

Non-current assets
Property and equipment		16,220,642		14,939,143
Right-of-use assets		656,181		505,345
Intangible assets		2,532,574		2,931,661
Deferred tax assets, net		11,290,577		6,938,213
Prepayments		231,841		315,304
Financial assets at FVTPL		4,000,000		-
Other non-current assets		2,576,450		1,494,740
Total non-current assets		37,508,265		27,124,406
Total assets	$	266,445,539	$	153,795,982

(Continued)

Gorilla Technology Group Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(Expressed in United States dollars)

	As of
	September 30,			December 31,
	2025			2024
Items	(Unaudited)			(Audited)
Liabilities and Equity
Liabilities
Current liabilities
Short-term borrowings	$	10,316,113		$	15,073,458
Long-term borrowings, current portion		1,017,012			1,972,371
Accounts and other payables		38,024,239			28,490,211
Lease liabilities		298,017			210,448
Stock warrant liabilities		536,728			20,082,272
Unearned revenue (Contract liabilities)		-			273,227
Provisions		65,196			37,673
Income tax liabilities		12,471,229			9,028,829
Other current liabilities		99,079			142,796
Total current liabilities		62,827,613			75,311,285
Non-current liabilities
Long-term borrowings		3,746,221			4,372,188
Lease liabilities		561,877			579,699
Guarantee deposits		392,299			364,047
Provisions		5,452			22,013
Deferred tax liabilities		653,114			42,897
Total non-current liabilities		5,358,963			5,380,844
Total liabilities		68,186,576			80,692,129
Equity
Ordinary share capital		25,309			19,443
Capital surplus		355,479,664			254,585,267
Share application money pending allotment		48,637			-
Accumulated deficit		(156,770,038	)		(148,238,729	)
Foreign currency translation reserve		(524,609	)		(55,500	)
Treasury shares		-			(33,206,628	)
Equity attributable to owners of the parent		198,258,963			73,103,853
Total equity		198,258,963			73,103,853
Total liabilities and equity	$	266,445,539		$	153,795,982

Gorilla Technology Group Inc. and Subsidiaries

Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited)

(Expressed in United States dollars)

	Nine Months Ended September 30,
Items	2025			2024
Revenue	$	65,803,253		$	40,729,601
Cost of revenue		(42,477,042	)		(13,550,000	)
Gross profit		23,326,211			27,179,601
Operating expenses:
Selling and marketing expenses		(1,123,092	)		(855,096	)
General and administrative expenses		(12,471,330	)		(9,480,120	)
Research and development expenses		(2,051,298	)		(1,544,814	)
Currency exchange losses, net*		(14,992,410	)		(6,635,774	)
Fair value remeasurement of financial instruments, net		(1,335,052	)		(12,889,279	)
Other gains (losses), net		1,288			(7,639	)
Total operating expenses		(31,971,894	)		(31,412,722	)
Operating loss		(8,645,683	)		(4,233,121	)
Non-operating income (expenses)
Interest income		2,300,420			842,820
Finance costs		(428,924	)		(566,431	)
Non-operating income (expenses)		1,871,496			276,389
Loss before income tax		(6,774,187	)		(3,956,732	)
Income tax expense		(1,757,122	)		(2,213,166	)
Loss for the period		(8,531,309	)		(6,169,898	)
Other comprehensive income (loss)
Components of other comprehensive income (loss) that may not be reclassified to profit or loss
Remeasurement of defined benefit plans		-			(44,804	)
Components of other comprehensive income (loss) that may be reclassified to profit or loss
Exchange differences on translation of foreign operations		(469,109	)		(605,309	)
Other comprehensive loss for the period, net of tax		(469,109	)		(650,113	)
Total comprehensive loss for the period		(9,000,418	)		(6,820,011	)
Loss per share
Basic	$	(0.41	)	$	(0.64	)
Diluted	$	(0.41	)	$	(0.64	)
Weighted average ordinary shares used in computing loss per share
Basic		20,941,912			9,701,845
Diluted		20,941,912			9,701,845

*	Currency exchange losses, net primarily include amounts of $18,017,727 and $7,180,891 during the nine months ended September 30, 2025 and 2024, respectively, due to depreciation of the Egyptian pound against the U.S. dollar.

Gorilla Technology Group Inc. and Subsidiaries

Condensed Consolidated Statements of Changes in Equity (Unaudited)

Nine Months Ended September 30, 2025 and 2024

(Expressed in United States dollars)

	Equity attributable to owners of the parent
			Capital Surplus
	Ordinary Share Capital		Additional paid in capital			Employee share options		Restricted share units		Share application money pending allotment		Accumulated deficit			Foreign currency translation reserve			Treasury shares			Total

Balance at January 1, 2025	$	19,443	$	253,786,028		$	764,333	$	34,906	$	-	$	(148,238,729	)	$	(55,500	)	$	(33,206,628	)	$	73,103,853
Loss for the period		-		-			-		-		-		(8,531,309	)		-			-			(8,531,309	)
Other Comprehensive loss for the period		-		-			-		-		-		-			(469,109	)		-			(469,109	)
Total comprehensive loss for the period		-		-			-		-		-		(8,531,309	)		(469,109	)		-			(9,000,418	)
Stock issued against exercise of employee stock option plans		2		17,794			-		-		48,637		-			-			-			66,433
Acquisition of treasury stock		-		-			-		-		-		-			-			(1,798,849	)		(1,798,849	)
Share-based payment for professional services		15		271,035			-		-		-		-			-			-			271,050
Stock issued against restricted share units		256		879,175			-		381,089		-		-			-			-			1,260,520
Issuance of ordinary shares, pre-funded warrants (“PFW”), and reissuance of treasury stock		3,044		69,991,332			-		-		-		-			-			35,005,477			104,999,853
Issuance costs related to issuance of ordinary shares and PFW		-		(6,563,806	)		-		-		-		-			-			-			(6,563,806	)
Stock issued against exercise of stock warrants		2,549		35,917,778			-		-		-		-			-			-			35,920,327
Balance at September 30, 2025	$	25,309	$	354,299,336		$	764,333	$	415,995	$	48,637	$	(156,770,038	)	$	(524,609	)	$	-		$	198,258,963

	Equity attributable to owners of the parent
			Capital Surplus
	Ordinary Share Capital		Additional paid in capital		Employee share options		Restricted share units		Share application money pending allotment		Accumulated deficit			Foreign currency translation reserve			Treasury shares			Total

Balance at January 1, 2024	$	7,846	$	165,228,386	$	764,333	$	175,599	$	-	$	(83,399,309	)	$	955,018		$	(29,580,140	)	$	54,151,733
Loss for the period		-		-		-		-		-		(6,169,898	)		-			-			(6,169,898	)
Other Comprehensive loss for the period		-		-		-		-		-		(44,804	)		(605,309	)		-			(650,113	)
Total comprehensive loss for the period		-		-		-		-		-		(6,214,702	)		(605,309	)		-			(6,820,011	)
Acquisition of treasury stock		-		-		-		-		-		-			-			(3,626,488	)		(3,626,488	)
Share-based payment for professional services & acquisition of intangible asset		127		722,050		-		-		-		-			-			-			722,177
Stock issued against exercise of convertible preference shares		2,509		8,304,992		-		-		-		-			-			-			8,307,501
Stock issued against restricted share units		31		30,708		-		15,277		-		-			-			-			46,016
Issuance of ordinary shares		2,143		11,287,861		-		-		-		-			-			-			11,290,004
Balance at September 30, 2024	$	12,656	$	185,573,997	$	764,333	$	190,876	$	-	$	(89,614,011	)	$	349,709		$	(33,206,628	)	$	64,070,932

Gorilla Technology Group Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows (Unaudited)

(Expressed in United States dollars)

	Nine Months Ended September 30,
	2025			2024
CASH FLOWS FROM OPERATING ACTIVITIES
Loss before tax	$	(6,774,187	)	$	(3,956,732	)
Adjustments to reconcile loss to net cash used in operating activities:
Expected credit losses		6,107			628,908
Depreciation expenses		547,057			421,102
Amortization expenses		460,082			664,840
Gain on disposal of property and equipment		-			(350	)
Share-based payment expenses		271,050			722,177
Share-based compensation expenses		1,260,520			46,016
Interest expense		428,924			566,431
Interest income		(2,300,420	)		(842,820	)
Unrealized exchange loss, net		14,200,162			6,204,669
Fair value remeasurement of financial instruments, net		1,335,052			12,935,425
Changes in working capital
Changes in working capital assets
Unbilled receivables (Contract assets)		(64,580,853	)		(37,806,475	)
Accounts receivable, net		16,442,676			17,321,735
Inventories		5,362			(27	)
Prepayments		16,400,744			(7,644,607	)
Other receivables		(4,737	)		(1,479	)
Other assets		(971,181	)		(534,644	)
Changes in working capital liabilities
Unearned revenue (Contract liabilities)		(297,290	)		(42,713	)
Accounts and other payables		8,889,265			1,574,722
Provisions		2,738			(49,017	)
Other liabilities		(50,791	)		8,129
Guarantee deposits		546			27,164
Cash flows used in operations		(14,729,174	)		(9,757,546	)
Interest received		2,321,991			746,403
Interest paid		(462,033	)		(821,347	)
Income tax paid		(2,212,279	)		(55,405	)
Net cash flows used in operating activities		(15,081,495	)		(9,887,895	)
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of property and equipment		(524,902	)		(475,415	)
Proceeds from disposal of property and equipment		-			1,650
Acquisition of intangible assets		(54,987	)		(40,125	)
Investment in financial assets at FVTPL		(4,000,000	)		(588,600	)
Dividend distribution from financial assets at FVTPL		-			1,536,555
Investment in restricted deposits		(9,539,696	)		-
Proceeds from restricted deposits		14,373,072			17,748,269
Net cash flows from investing activities		253,487			18,182,334
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from short-term borrowings		15,145,922			7,165,924
Repayments of short-term borrowings		(20,874,199	)		(7,217,546	)
Repayments of long-term borrowings		(2,018,709	)		(1,250,407	)
Principal repayment of lease liabilities		(227,739	)		(109,388	)
Repayments of loan from shareholders		-			(3,000,000	)
Acquisition of treasury stock		(1,798,849	)		(3,626,489	)
Proceeds from exercise of stock options		66,433			-
Proceeds from issuance of preferred shares and stock warrants		15,039,730			9,650,000
Proceeds from issuance of ordinary shares and PFW		104,999,853			-
Payment of issuance costs related to issuance of ordinary shares and PFW		(6,524,746	)		-
Proceeds from issuance of ordinary shares		-			11,290,004
Net cash flows from financing activities		103,807,696			12,902,098
Effect of foreign exchange rate changes		(524,756	)		306,017
Net increase in cash and cash equivalents		88,454,932			21,502,554
Cash and cash equivalents at beginning of period		21,699,202			5,306,857
Cash and cash equivalents at end of period	$	110,154,134		$	26,809,411

Reconciliation of non-IFRS Financial Measures to IFRS Measures

Reconciliation of Operating Loss to EBITDA and Adjusted EBITDA

	Nine Months Ended September 30
	2025			2024
Items	(Unaudited and Unreviewed)
	(Amount in USD)
Operating loss (IFRS)	$	(8,645,683	)	$	(4,233,121	)
Add: Depreciation expenses		547,057			421,102
Add: Amortization expenses		460,082			664,840
EBITDA (non-IFRS)	$	(7,638,544	)	$	(3,147,179	)
Add: Exchange loss from currency devaluation		18,017,727			7,180,891
Add: Fair value remeasurement of financial instruments, net		1,335,052			12,889,279
Add: Stock-based compensation expenses		1,260,520			46,016
Adjusted EBITDA (non-IFRS)	$	12,974,755		$	16,969,007

Reconciliation of Net Loss and Loss per Share to Adjusted Net Income and Adjusted Earnings per Share

	Nine Months Ended September 30
	2025						2024
Items	(Unaudited and Unreviewed)
	(Amount in USD)
	Amount			EPS Impact per share			Amount			EPS Impact per share
Net loss (IFRS)	$	(8,531,309	)	$	(0.41	)	$	(6,169,898	)	$	(0.64	)
Add: Exchange loss from currency devaluation		18,017,727			0.86			7,180,891			0.74
Add: Fair value remeasurement of financial instruments		1,335,052			0.06			12,889,279			1.33
Add: Stock-based compensation expenses		1,260,520			0.07			46,016			0.01
Less: Tax effects of stock-based compensation expenses		(21,170	)		(0.00	)		(107	)		(0.00	)
Adjusted Net income (non-IFRS)	$	12,060,820		$	0.58		$	13,946,181		$	1.44
Adjusted diluted earnings per share (non-IFRS)				$	0.56					$	1.44