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Registered number: 09325294









BLOCKCHAIN (GB) LIMITED









ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023

 
BLOCKCHAIN (GB) LIMITED
 
 
COMPANY INFORMATION


Directors
N Cary 
A Turnbull 




Company secretary
OCS Corporate Secretaries Limited



Registered number
09325294



Registered office
Minshull House
67 Wellington Road North

Cheshire

SK4 2LP




Independent auditors
Harris & Trotter LLP
Chartered Accountants & Statutory Auditors

101 New Cavendish Street

London

W1W 6XH





 
BLOCKCHAIN (GB) LIMITED
 

CONTENTS



Page
Group Strategic Report
1 - 2
Directors' Report
3 - 4
Independent Auditors' Report
5 - 8
Consolidated Statement of Comprehensive Income
9
Consolidated Balance Sheet
10 - 11
Company Balance Sheet
12 - 13
Consolidated Statement of Changes in Equity
14 - 15
Company Statement of Changes in Equity
16
Consolidated Statement of Cash Flows
17 - 18
Consolidated Analysis of Net Debt
19
Notes to the Financial Statements
20 - 44


 
BLOCKCHAIN (GB) LIMITED
 
 
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

Introduction
 
Blockchain (GB) Limited (“the Company”) was incorporated on 24 November 2018. The Company is the fully owned subsidiary of Blockchain.com Group Holdings, Inc. (“the Parent Company”, and together with other fully owned subsidiaries of the Parent Company, referred to as “the Group”)

Business review
 
The Group's principal activity is to provide management and development services to fully owned group entities.
For the year ended 31 December 2023, the Group recognised total revenue of £19,345,667, compared to £31,231,521 as of 31 December 2022.
As at 31 December 2023, the Group held £9,596,018 of cash, compared to £1,114,651 as at 31 December 2022.
As at 31 December 2023, the Group had net liabilities of £3,346,744 compared to £6,399,690 as at 31 December 2022
The average number of employees employed during the year was 74, compared to 133 during the year ended 31 December 2022.

Page 1

 
BLOCKCHAIN (GB) LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Principal risks and uncertainties
 
Regulatory Risk
The regulation of investing and financial businesses is extremely complex; digital assets make up a relatively new and rapidly evolving space which the Group is heavily involved with. The Group intends to use its internal legal and compliance expertise, in consultation with its outside counsel, to determine how to engage in its business activities so as to obtain the appropriate licenses or to be able to rely on an exception or exemption from any relevant registration requirement. We will continue to monitor the laws and guidance issued in these jurisdictions that may be applicable to our business.
Staff risk
The Group operates in the digital asset market, which is highly complex and competitive. It requires talent-heavy operations, with employees who can deliver technological innovation to enable companies to deliver a rapidly evolving and expanding product offering. Loss of such human capital is a key risk to the future success, and the Company has put in place measures to ensure it can attract, develop and retain key members of staff for the long term.
Going Concern
As the Group is highly dependent on the wider group structure, the Directors of the Group have obtained, considered and discussed with the directors of the Parent Company the current Group operational performance, together with Group budgets and cash flow forecasts for the 12 months from the date of approval of the Group’s 31 December 2023 Accounts. Based on these discussions, the Directors note that there will not be any material change in either the business activities of the Parent Company, the Group, nor the capital cost structure. 
The Parent Company has provided working capital assurances in the form of a non-binding letter of support that provides that the necessary funding will be forthcoming if and when it becomes required. The Directors have also concluded that the Parent Company and the Group are in a position to provide this financial support, should it be considered necessary. The non-binding letter of support records the financial support that the Parent Company will provide to ensure that the Group can meet its liabilities as and when they fall due, including any cash shortfalls and working capital needs that may arise for a period of at least 16 months from the date of approval of the Company’s 31 December 2023 Accounts. This is supplemented by a deed poll guarantee dated 22 March 2022, as amended, issued by the Parent Company (the “Parent Guarantee”) pursuant to which the Parent Company guarantees the financial obligations of the Company. The combination of the non-binding letter of support and the Parent Guarantee will be necessary to ensure that the Group is able to meet its obligations as they fall due.

Financial key performance indicators
 
The Group regularly monitors its treasury function and cash balances to ensure there is sufficient working capital at all times. The Group places strong reliance on other Group companies to provide financial support and trading income, and is therefore exposed to a variety of financial risks, including digital asset risk, credit risk, and liquidity risk, among others.


This report was approved by the board and signed on its behalf.



N Cary
Director

Date: 5 March 2025

Page 2

 
BLOCKCHAIN (GB) LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

The directors present their report and the financial statements for the year ended 31 December 2023.

Directors' responsibilities statement

The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated financial statements in accordance with applicable law and regulations.
 
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and the Group and of the profit or loss of the Group for that period.

 In preparing these financial statements, the directors are required to:


select suitable accounting policies for the Group's financial statements and then apply them consistently;

make judgments and accounting estimates that are reasonable and prudent;

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Results and dividends

The profit for the year, after taxation, amounted to £430,674 (2022 - loss £21,999,423).

During 2023 and 2022, dividends were neither proposed nor paid.

Page 3

 
BLOCKCHAIN (GB) LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023


Going concern

Details regarding going concern and financial risk management and policies can be found in the Strategic Report and form part of this report by cross reference.

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information.

Auditors

The auditorsHarris & Trotter LLPwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board and signed on its behalf.
 





N Cary
Director

Date: 5 March 2025

Page 4

 
BLOCKCHAIN (GB) LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BLOCKCHAIN (GB) LIMITED
 

Opinion


We have audited the financial statements of Blockchain (GB) Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2023, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


give a true and fair view of the state of the Group's and of the parent Company's affairs as at 31 December 2023 and of the Group's profit for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for opinion


We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.


Conclusions relating to going concern


In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.


Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Group's or the parent Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.


Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.


Page 5

 
BLOCKCHAIN (GB) LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BLOCKCHAIN (GB) LIMITED (CONTINUED)


Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The directors are responsible for the other information contained within the Annual ReportOur opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.


We have nothing to report in this regard.


Opinion on other matters prescribed by the Companies Act 2006
 

In our opinion, based on the work undertaken in the course of the audit:


the information given in the Group Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Group Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.


Matters on which we are required to report by exception
 

In the light of the knowledge and understanding of the Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Directors' Report.


We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:


adequate accounting records have not been kept by the parent Company, or returns adequate for our audit have not been received from branches not visited by us; or
the parent Company financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.


Page 6

 
BLOCKCHAIN (GB) LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BLOCKCHAIN (GB) LIMITED (CONTINUED)


Responsibilities of directors
 

As explained more fully in the Directors' Responsibilities Statement set out on page 3, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


In preparing the financial statements, the directors are responsible for assessing the Group's and the parent Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or the parent Company or to cease operations, or have no realistic alternative but to do so.


Auditors' responsibilities for the audit of the financial statements
 

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Group financial statements.


Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud.The objectives of our audit are to identify and assess the risks of material misstatement of the financial
statements due to fraud or error; to obtain sufficient appropriate audit evidence regarding the assessed risks of
material misstatement due to fraud or error; and to respond appropriately to those risks. Owing to the inherent
limitations of an audit, there is an unavoidable risk that material misstatements in the financial statements may
not be detected, even though the audit is properly planned and performed in accordance with the ISAs (UK).
In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and noncompliance with laws and regulations, our procedures included the following:
• We obtained an understanding of the legal and regulatory frameworks applicable to the Group and the industry
in which it operates. We determined that the following laws and regulations were most significant: FRS 102 and
the Companies Act 2006.
• We obtained an understanding of how the Group is complying with those legal and regulatory frameworks by
making enquiries of management.
• We challenged assumptions and judgments made by management in its significant accounting estimates.
We did not identify any key audit matters relating to irregularities, including fraud.


A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' Report.


Page 7

 
BLOCKCHAIN (GB) LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BLOCKCHAIN (GB) LIMITED (CONTINUED)


Use of our report
 

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.





Nicholas Newman (Senior Statutory Auditor)
  
for and on behalf of
Harris & Trotter LLP
 
Chartered Accountants & Statutory Auditors
  
101 New Cavendish Street
London
W1W 6XH

5 March 2025
Page 8

 
BLOCKCHAIN (GB) LIMITED
 
 
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023

2023
2022 (restated)
Note
£
£

  

Turnover
 4 
19,345,667
31,231,521

Gross profit
  
19,345,667
31,231,521

Administrative expenses
  
(18,441,274)
(55,276,086)

Other operating income
 5 
299,906
729,516

Other operating charges
  
(17,992)
-

Operating profit/(loss)
 6 
1,186,307
(23,315,049)

Profit on disposal of investments
  
103,117
-

Other finance income
  
-
7,671

Profit/(loss) before tax
  
1,289,424
(23,307,378)

Tax on profit/(loss)
 10 
(858,750)
1,307,955

Profit/(loss) for the financial year
  
430,674
(21,999,423)

Other comprehensive income for the year
  

Unrealised surplus on revaluation of tangible fixed assets
  
51,413
-

Other comprehensive income
  
79
-

Other comprehensive income for the year
  
51,492
-

Total comprehensive income for the year
  
482,166
(21,999,423)

Profit for the year attributable to:
  

Owners of the parent company
  
(430,674)
21,999,423

  
(430,674)
21,999,423

The notes on pages 20 to 44 form part of these financial statements.

Page 9

 
BLOCKCHAIN (GB) LIMITED
REGISTERED NUMBER: 09325294

CONSOLIDATED BALANCE SHEET
AS AT 31 DECEMBER 2023

2023
2022 (restated)
Note
£
£

Fixed assets
  

Intangible Assets
 11 
72,967
119,782

Tangible fixed assets
 12 
144,301
419,586

Investments
 13 
77,825
441,113

  
295,093
980,481

Current assets
  

Debtors due within 1 year
 14 
130,981,396
91,425,502

Debtors due after more than 1 year
 14 
2,120,282
2,648,676

Cash at bank and in hand
 15 
9,596,018
1,114,651

  
142,697,696
95,188,829

Creditors: amounts falling due within one year
  
(146,339,533)
(102,569,000)

Net current liabilities
  
 
 
(3,641,837)
 
 
(7,380,171)

Total assets less current liabilities
  
(3,346,744)
(6,399,690)

  

Net liabilities
  
(3,346,744)
(6,399,690)


Capital and reserves
  

Called up share capital 
 18 
1
1

Share premium account
  
659,999
659,999

Revaluation reserve
  
51,413
-

Capital redemption reserve
  
14,167,326
11,596,546

Foreign exchange reserve
  
(55)
(134)

Profit and loss account
  
(18,225,428)
(18,656,102)

  
(3,346,744)
(6,399,690)


Page 10

 
BLOCKCHAIN (GB) LIMITED
REGISTERED NUMBER: 09325294
    
CONSOLIDATED BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2023

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 5 March 2025.




N Cary
Director

The notes on pages 20 to 44 form part of these financial statements.

Page 11

 
BLOCKCHAIN (GB) LIMITED
REGISTERED NUMBER: 09325294

COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2023

2023
2022 (restated)
Note
£
£

Fixed assets
  

Intangible fixed assets
 11 
72,967
119,782

Tangible Fixed Assets
 12 
144,301
419,586

Investments
 13 
8,486
379,994

  
225,754
919,362

Current assets
  

Debtors due within 1 year
 14 
130,360,177
91,162,188

Debtors due after more than 1 year
  
2,120,282
2,648,676

Cash at bank and in hand
 15 
9,596,018
1,106,165

  
142,076,477
94,917,029

Creditors: Amounts Falling Due Within One Year
  
(145,867,067)
(102,405,867)

Net current liabilities
  
 
 
(3,790,590)
 
 
(7,488,838)

Total assets less current liabilities
  
(3,564,836)
(6,569,476)

  

  

Net assets excluding pension asset
  
(3,564,836)
(6,569,476)

Net liabilities
  
(3,564,836)
(6,569,476)


Capital and reserves
  

Called up share capital 
 18 
1
1

Share premium account
  
659,999
659,999

Revaluation reserve
  
51,413
-

Capital redemption reserve
  
14,167,326
11,596,546

Profit and loss account brought forward
  
(18,826,022)
3,829,962

Profit/(loss) for the year
  
382,447
(22,655,984)

Profit and loss account carried forward
  
(18,443,575)
(18,826,022)

  
(3,564,836)
(6,569,476)


Page 12

 
BLOCKCHAIN (GB) LIMITED
REGISTERED NUMBER: 09325294
    
COMPANY BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2023

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 5 March 2025.


N Cary
Director

The notes on pages 20 to 44 form part of these financial statements.

Page 13
 

 
BLOCKCHAIN (GB) LIMITED


 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023



Called up share capital
Share premium account
Capital redemption reserve
Revaluation reserve
Foreign exchange reserve
Profit and loss account
Total equity


£
£
£
£
£
£
£



At 1 January 2022
1
659,999
5,261,909
-
(134)
3,343,321
9,265,096





Loss for the year
-
-
-
-
-
(21,999,423)
(21,999,423)

Total comprehensive income for the year
-
-
-
-
-
(21,999,423)
(21,999,423)


Share based payment expense
-
-
1,882,376
-
-
-
1,882,376


Prior period error - share based payment expense
-
-
4,452,261
-
-
-
4,452,261





At 1 January 2023
1
659,999
11,596,546
-
(134)
(18,656,102)
(6,399,690)



Comprehensive income for the year


Profit for the year

-
-
-
-
-
430,674
430,674


Surplus on revaluation of other fixed assets
-
-
-
51,413
-
-
51,413


Foreign exchange movement
-
-
-
-
79
-
79



Other comprehensive income for the year
-
-
-
51,413
79
-
51,492



Total comprehensive income for the year
-
-
-
51,413
79
430,674
482,166



Contributions by and distributions to owners


Share based payment expense
-
-
2,570,780
-
-
-
2,570,780



Total transactions with owners
-
-
2,570,780
-
-
-
2,570,780
Page 14

 

 
BLOCKCHAIN (GB) LIMITED


 


CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023




At 31 December 2023
1
659,999
14,167,326
51,413
(55)
(18,225,428)
(3,346,744)



The notes on pages 20 to 44 form part of these financial statements.

Page 15

 

 
BLOCKCHAIN (GB) LIMITED


 

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023



Called up share capital
Share premium account
Capital redemption reserve
Revaluation reserve
Profit and loss account
Total equity


£
£
£
£
£
£



At 1 January 2022
1
659,999
5,261,909
-
3,829,962
9,751,871



Comprehensive income for the year


Loss for the year
-
-
-
-
(22,655,984)
(22,655,984)


Share based payment expense
-
-
1,882,376
-
-
1,882,376


Prior period error - share based payment expense
-
-
4,452,261
-
-
4,452,261





As at 1 January 2023
1
659,999
11,596,546
-
(18,826,022)
(6,569,476)





Profit for the year
-
-
-
-
382,447
382,447


Surplus on revaluation of other fixed assets
-
-
-
51,413
-
51,413


Share based payment expense
-
-
2,570,780
-
-
2,570,780



At 31 December 2023
1
659,999
14,167,326
51,413
(18,443,575)
(3,564,836)



The notes on pages 20 to 44 form part of these financial statements.

Page 16
 
BLOCKCHAIN (GB) LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2023

2023
2022 (restated)
£
£

Cash flows from operating activities

Profit/(loss) for the financial year
430,674
(21,999,423)

Adjustments for:

Depreciation of tangible assets
273,560
805,949

Impairments of Investments
-
18,854,683

Loss on disposal of tangible assets
(103,117)
1,058,129

Taxation charge
858,750
(1,307,955)

(Increase)/decrease in debtors
1,265,109
1,038,151

(Increase)/decrease in amounts owed by groups
(40,292,609)
47,714,863

(Decrease) in creditors
(374,363)
(2,087,636)

Increase/(decrease)) in amounts owed to groups
44,144,898
(49,429,603)

Net fair value (gains)/losses recognised in P&L
(11,885)
-

Other non-cash movements
298,732
(1,520,626)

Foreign exchange
(311,303)
-

Share based payments expense
2,570,780
1,882,376

Prior period adjustments
-
4,452,262

Other cash generated/(used in) operations
-
(135)

Net cash generated from operating activities

8,749,226
(538,965)


Cash flows from investing activities

Purchase of intangible fixed assets
-
1,078,763

Sale of intangible assets
(98,443)
(1,352,609)

Purchase of tangible fixed assets
-
(1,306,830)

Sale of tangible fixed assets
(2,069)
2,283,388

Purchase of unlisted and other investments
8,220
(69,605)

Sale of unlisted and other investments
(474,625)
-

Interest received
299,058
-

Net cash from investing activities

(267,859)
633,107

Page 17

 
BLOCKCHAIN (GB) LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023


2023
2022

£
£



Net increase in cash and cash equivalents
8,481,367
94,142

Cash and cash equivalents at beginning of year
1,114,651
1,020,509

Cash and cash equivalents at the end of year
9,596,018
1,114,651


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
9,596,018
1,114,651

9,596,018
1,114,651


Page 18

 
BLOCKCHAIN (GB) LIMITED
 

CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 31 DECEMBER 2023





At 1 January 2023
Cash flows
Other non-cash changes
At 31 December 2023
£

£

£

£

Cash at bank and in hand

1,114,651

8,481,367

-

9,596,018

Debt due within 1 year

(75,739)

-

75,739

-


1,038,912
8,481,367
75,739
9,596,018

The notes on pages 20 to 44 form part of these financial statements.

Page 19

 
BLOCKCHAIN (GB) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

1.


General information

Blockchain (GB) Limited (the “Company”) is a private company limited by shares incorporated in England and Wales under the Companies Act 2006. 
As at 31 December 2023, the Company was a wholly owned subsidiary of Blockchain.com Group Holdings, Inc., a company registered in the Cayman Islands (the "Parent Company"). Please see Note 21 for further information.
The address of the registered office of the Company is given on the Company Information page. The nature of the Company's operations and principal activities are set out in the Strategic Report

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.

The following principal accounting policies have been applied:

 
2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance Sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.
In accordance with the transitional exemption available in FRS 102, the Group has chosen not to retrospectively apply the standard to business combinations that occurred before the date of transition to FRS 102, being 05 November 2021.

 
2.3

Going concern

At the time of approving the financial statements, the directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.      
 

Page 20

 
BLOCKCHAIN (GB) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.4

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

 
2.5

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
the amount of revenue can be measured reliably;
it is probable that the Group will receive the consideration due under the contract;
the stage of completion of the contract at the end of the reporting period can be measured reliably; and
the costs incurred and the costs to complete the contract can be measured reliably.

 
2.6

Operating leases: the Group as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

Page 21

 
BLOCKCHAIN (GB) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.7

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.8

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Group in independently administered funds.

 
2.9

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.


Page 22

 
BLOCKCHAIN (GB) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.10

Intangible assets

Goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated Statement of Comprehensive Income over its useful economic life.

Other intangible assets

Intangible assets are initially recognised at cost. After recognition, under the revaluation model, intangible assets shall be carried at a revalued amount, being its fair value at the date of revaluation less any subsequent accumulated amortisation and subsequent impairment losses - provided that the fair value can be determined by reference to an active market.
Revaluations are made with sufficient regularity to ensure that the carrying amount does not differ materially from that which would be determined using fair value at the end of the balance sheet date.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

 
2.11

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Long-term leasehold property
-
Leasehold improvements are depreciated over the shorter of the term of the lease or the assets’ useful lives, with a maximum of 5 years.
Fixtures and fittings
-
3-5 Years
Office equipment
-
3-5 Years
Computer equipment
-
3 Years

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

Page 23

 
BLOCKCHAIN (GB) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.12

Revaluation of tangible fixed assets

Individual freehold and leasehold properties are carried at current year value at fair value at the date of the revaluation less any subsequent accumulated depreciation and subsequent accumulated impairment losses. Revaluations are undertaken with sufficient regularity to ensure the carrying amount does not differ materially from that which would be determined using fair value at the balance sheet date.
Fair values are determined from market based evidence normally undertaken by professionally qualified valuers.

Revaluation gains and losses are recognised in other comprehensive income unless losses exceed the previously recognised gains or reflect a clear consumption of economic benefits, in which case the excess losses are recognised in profit or loss.

 
2.13

Impairment of fixed assets and goodwill

Assets that are subject to depreciation or amortisation are assessed at each balance sheet date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset (or cash-generating unit to which the asset has been allocated) is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's (or CGU's) fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs). Non-financial assets that have been previously impaired are reviewed at each balance sheet date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.

 
2.14

Valuation of investments

Investments in unlisted Group shares, whose market value can be reliably determined, are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in the Consolidated Statement of Comprehensive Income for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.

 
2.15

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.16

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

Page 24

 
BLOCKCHAIN (GB) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.17

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

 
2.18

Financial instruments

The Group has elected to apply the recognition and measurement provisions of IFRS 9 Financial Instruments (as adopted by the UK Endorsement Board) with the disclosure requirements of Sections 11 and 12 and the other presentation requirements of FRS 102.

Financial instruments are recognised in the Group's Balance Sheet when the Group becomes party to the contractual provisions of the instrument.

Basic financial assets

Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.

Impairment of financial assets

At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss. 

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

Financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Group after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other creditors, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price (adjusting for
Page 25

 
BLOCKCHAIN (GB) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)


2.18
Financial instruments (continued)

transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.

Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.

Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Group transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Group will continue to recognise the value of the portion of the risks and rewards retained.

Derecognition of financial liabilities

Financial liabilities are derecognised when the Group's contractual obligations expire or are discharged or cancelled.

The Group only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.


3.


Judgments in applying accounting policies and key sources of estimation uncertainty

The Company’s critical accounting judgements and estimates include the following:
• Impairment of Non-Financial Assets: The Company assesses impairment of non-financial assets, including digital assets, regularly and at least on each reporting date by evaluating conditions specific to the Company and to the particular asset that may lead to impairment. If an impairment trigger exists, the recoverable amount of the asset is determined, which is primarily based on an observable fair value of an asset less cost of disposal, if any, and incorporates a number of key estimates and assumptions. 
• Investments: The most critical estimates and assumptions for investments relate to the determination of carrying value of unlisted investments at fair value through profit and loss. In determining this amount, the Company applies the overriding concept that fair value is the amount for which an asset can be exchanged between knowledgeable willing parties in an arm’s length transaction. The nature, facts and circumstance of the investment drives the valuation methodology. 

Page 26

 
BLOCKCHAIN (GB) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

4.


Turnover

An analysis of turnover by class of business is as follows:


2023
2022 (restated)
£
£

Revenues
19,345,667
31,231,521

19,345,667
31,231,521


Analysis of turnover by country of destination:

2023
2022 (restated)
£
£

United Kingdom
19,345,667
31,231,521

19,345,667
31,231,521



5.


Other operating income

2023
2022 (restated)
£
£

Other operating income
299,906
761,231

Foreign exchange difference - gain
-
(31,715)

299,906
729,516



6.


Operating profit/(loss)

The operating profit/(loss) is stated after charging:

2023
2022 (restated)
£
£

Research & development charged as an expense
-
1,670

Exchange differences
205,343
36,771

Page 27

 
BLOCKCHAIN (GB) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

7.


Auditors' remuneration

2023
2022 (restated)
£
£

Fees payable to the Company's auditors for the audit of the consolidated and parent Company's financial statements
49,806
50,000


8.


Employees

Staff costs, excluding directors' remuneration, were as follows:


Group
Group
Company
Company
2023
2022 (restated)
2023
2022 (restated)
£
£
£
£

Staff salaries
9,126,768
15,100,262
8,134,719
14,341,852

Social Security Costs
1,396,004
2,407,963
1,119,768
2,259,193

Staff pension costs - defined contribution schemes
387,670
424,556
322,489
424,556

10,910,442
17,932,781
9,576,976
17,025,601


The average monthly number of employees, including the directors, during the year was as follows:


        2023
        2022
            No.
            No.







Average number of employees
74
133


9.


Directors' remuneration

2023
2022 (restated)
£
£

Directors' emoluments
417,650
736,751

Directors gains on long term incentive schemes
110,204
105,379

Group contributions to defined contribution pension schemes
16,650
14,820

544,504
856,950


The highest paid director received remuneration of £361,104 (2022 - £675,300).

Page 28

 
BLOCKCHAIN (GB) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

10.


Taxation


2023
2022
£
£

Corporation tax


Current tax on profits for the year
698,999
244,591


698,999
244,591

Foreign tax


Foreign tax on income for the year
99,875
1,132

99,875
1,132

Total current tax
798,874
245,723

Deferred tax


Origination and reversal of timing differences
59,876
(1,553,678)

Total deferred tax
59,876
(1,553,678)


858,750
(1,307,955)
Page 29

 
BLOCKCHAIN (GB) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
 
10.Taxation (continued)


Factors affecting tax charge for the year

The tax assessed for the year is lower than (2022 - lower than) the standard rate of corporation tax in the UK of 25% (2022 - 19%). The differences are explained below:

2023
2022
£
£


Profit/(loss) on ordinary activities before tax
1,289,424
(23,307,378)


Profit/(loss) on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2022 - 19%)
322,356
(4,428,402)

Effects of:


Book depreciation
68,304
519,478

Capital allowances for year in excess of depreciation
(8,297)
(258,026)

Stock options
503,770
1,112,637

Unrealised foreign exhcange gains
(77,825)
-

Taxes in other jurisdictions
99,875
1,132

Impairment of investments in subsidiaries
-
3,582,390

Other movement
5
6,431

Due to changes in the tax rate from 19% to 25%
(109,313)
20,022

Movement in deferred tax
59,875
(1,553,678)

Tax credit
-
(309,939)

Total tax charge for the year
858,750
(1,307,955)


Factors that may affect future tax charges

There were no factors that may affect future tax charges.



Page 30

 
BLOCKCHAIN (GB) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

11.


Intangible assets

Group





Crypto currency and other digital assets

£



Cost


At 1 January 2023
119,782


Disposals
(98,443)


Revaluation surplus
51,628



At 31 December 2023

72,967






Net book value



At 31 December 2023
72,967



At 31 December 2022
119,782



Page 31

 
BLOCKCHAIN (GB) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
 
           11.Intangible assets (continued)

Company




Crypto currency and other digital assets

£



Cost


At 1 January 2023
119,782


Disposals
(98,443)


Revaluation surplus
51,628



At 31 December 2023

72,967






Net book value



At 31 December 2023
72,967



At 31 December 2022
119,782

Page 32

 
BLOCKCHAIN (GB) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

12.


Tangible fixed assets

Group






Long-term leasehold property
Fixtures and fittings
Computer equipment
Total

£
£
£
£



Cost or valuation


At 1 January 2023
1,406,792
285,458
1,101,787
2,794,037


Disposals
-
-
(2,069)
(2,069)



At 31 December 2023

1,406,792
285,458
1,099,718
2,791,968



Depreciation


At 1 January 2023
1,302,357
278,387
793,706
2,374,450


Charge for the year on owned assets
104,435
2,496
166,286
273,217



At 31 December 2023

1,406,792
280,883
959,992
2,647,667



Net book value



At 31 December 2023
-
4,575
139,726
144,301



At 31 December 2022
104,434
7,071
308,081
419,586

Page 33

 
BLOCKCHAIN (GB) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

           12.Tangible fixed assets (continued)


Company






Long-term leasehold property
Fixtures and fittings
Computer equipment
Total

£
£
£
£

Cost or valuation


At 1 January 2023
1,406,792
285,458
1,101,787
2,794,037


Disposals
-
-
(2,069)
(2,069)



At 31 December 2023

1,406,792
285,458
1,099,718
2,791,968



Depreciation


At 1 January 2023
1,302,357
278,387
793,706
2,374,450


Charge for the year on owned assets
104,435
2,496
166,286
273,217



At 31 December 2023

1,406,792
280,883
959,992
2,647,667



Net book value



At 31 December 2023
-
4,575
139,726
144,301



At 31 December 2022
104,434
7,071
308,081
419,586






Page 34

 
BLOCKCHAIN (GB) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

13.


Fixed asset investments

Group





Investments in subsidiary companies
Unlisted investments
Total

£
£
£



Cost or valuation


At 1 January 2023
69,605
371,509
441,114


Additions
8,220
-
8,220


Disposals
-
(371,509)
(371,509)



At 31 December 2023
77,825
-
77,825






Net book value



At 31 December 2023
77,825
-
77,825



At 31 December 2022
69,605
371,509
441,114

Company





Investments in subsidiary companies
Unlisted investments
Total

£
£
£



Cost or valuation


At 1 January 2023
8,486
371,509
379,995


Disposals
-
(371,509)
(371,509)



At 31 December 2023
8,486
-
8,486






Net book value



At 31 December 2023
8,486
-
8,486



At 31 December 2022
8,486
371,509
379,995

Page 35

 
BLOCKCHAIN (GB) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

Blockchain.com Asset Management (UK) Limited
Minshull House, 67 Wellington Road North,Stockport, Cheshire, SK4 2LP
Ordinary
100%
Magic Carpet AI Limited
Minshull House, 67 Wellington Road North,Stockport, Cheshire, SK4 2LP
Ordinary
100%
Blockchain.com FR SAS
33 Avenue Philippe-Auguste, 75011, Paris,France
Ordinary
100%

The aggregate of the share capital and reserves as at 31 December 2023 and the profit or loss for the year ended on that date for the subsidiary undertakings was as follows:

Name
Profit/(Loss)
£

Blockchain.com Asset Management (UK) Limited
1

Magic Carpet AI Limited
(9,004)

Blockchain.com FR SAS
(660)


14.


Debtors

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Due after more than one year

Other debtors
-
468,518
-
468,518

Deferred tax asset
2,120,282
2,180,158
2,120,282
2,180,158

2,120,282
2,648,676
2,120,282
2,648,676

Due within one year

Amounts owed by group undertakings
129,676,416
89,383,807
129,071,339
89,129,004

Other debtors
1,192,990
1,476,705
1,184,320
1,468,194

Prepayments and accrued income
105,109
564,990
104,518
564,990

Tax recoverable
6,881
-
-
-

133,101,678
94,074,178
132,480,459
93,810,864


Page 36

 
BLOCKCHAIN (GB) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

15.


Cash and cash equivalents

Group
Group
Company
Company
2023
2022 (restated)
2023
2022 (restated)
£
£
£
£

Cash at bank and in hand
9,596,018
1,114,651
9,596,018
1,106,165

9,596,018
1,114,651
9,596,018
1,106,165



16.


Creditors: Amounts falling due within one year

Group
Group
Company
Company
2023
2022 (restated)
2023
2022 (restated)
£
£
£
£

Amounts owed to group undertakings
144,474,462
100,329,565
144,191,809
100,218,362

Corporation tax
899,283
481,362
801,061
480,184

Other creditors
764,398
1,482,573
681,963
1,441,453

Accruals and deferred income
201,390
275,500
192,234
265,868

146,339,533
102,569,000
145,867,067
102,405,867



17.


Deferred taxation


Group



2023


£






At beginning of year
2,180,158


Charged to profit or loss
(59,876)



At end of year
2,120,282

Page 37

 
BLOCKCHAIN (GB) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
 
17.Deferred taxation (continued)

Company


2023


£






At beginning of year
2,180,158


Charged to profit or loss
(59,876)



At end of year
2,120,282

Group
Group
Company
Company
2023
2022 (restated)
2023
2022 (restated)
£
£
£
£

Origination and reversal of timing differences
2,120,282
2,180,158
2,120,282
2,180,158

2,120,282
2,180,158
2,120,282
2,180,158

Page 38

 
BLOCKCHAIN (GB) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

18.


Share capital

2023
2022 (restated)
£
£
Allotted, called up and fully paid



1 (2022 - 1) Ordinary share of £1.00
1
1


Page 39

 
BLOCKCHAIN (GB) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

19.


Share-based payments

The Company participates in the Parent’s share option plan, which is available to certain eligible employees, consultants and directors. Options granted under the Parent’s share option plan are the enterprise management incentive (“EMI”) options, incentive stock options (“ISO”), and non-qualified stock options (“NSO”). The options granted are to purchase common shares in the Parent that are denominated in USD and vest over periods from three to four years. The options primarily vest at a rate of 25% upon the first anniversary of the vesting date and 1/48 per month thereafter; and some granted options vest monthly from the vesting date.
Once vested, the options can be exercised at any date up to 10 years from the grant date. Cash settlement for vested options is not available under the terms and conditions of the Parent’s share option plan.
The fair value of equity-settled share options granted is estimated in USD at the grant date using the strike price as provided in the valuation report by an independent valuation firm, which took into account the terms and conditions upon which the options were granted. The USD fair value is then translated in the functional currency of the Company (GBP) using the foreign exchange rate prevailing on the grant date of an option.
The following table illustrates the number and weighted average exercise price (“WAEP”) of, and movements in, share options during the year:

Weighted average exercise price (pence)
2023
Number
2023
Weighted average exercise price
(pence)
2022 (restated)
Number
2022 (restated)

Outstanding at the beginning of the year

1.37

4,959,305

3.71
 
4,588,186
 
Granted during the year

3.35

187,939

4.29
 
1,792,824
 
Forfeited during the year

2.83

(830,006)

14.39
 
(1,036,514)
 
Exercised during the year

1.88

(379,793)

17.22
 
(164,123)
 
Expired during the year

1.53

(140,118)

0.91
 
(221,068)
 
Outstanding at the end of the year
1.11

3,797,327

1.37
 
4,959,305
 

Of the total number of options outstanding at 31 December 2023, 3,410,763 (2022, 3,498,518), had vested and were exercisable with a weighted average exercise price of $0.89 (2022, $0.77). The weighted average remaining contractual life of options outstanding at 31 December 2023 was 4.49 years (2022, 6.28 years).
The Black-Scholes option pricing model was used to value the equity-settled share-based payment awards as it was considered that this approach would result in materially accurate estimate of the fair value of options granted. The weighted average fair value of options granted during the year ended 31 December 2023 was $2.86 (2022, $2.49). The following information was used in this valuation

Page 40

 
BLOCKCHAIN (GB) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

19.Share-based payments (continued)

2023
2022 (restated)

Weighted average share price at grant date ($)


3.35

3.89
 
Weighted average exercise price  ($)


3.35

4.29
 
Option life (range in years)


5.25-6.02

4.94-6.07
 
Expected volatility (range)


119.11% - 122.16%

100.23% - 121.86%
 
Expected dividend growth rate


0%

0%
 
Risk-free interest rate


3.46% - 3.64%

1.62% - 4.33%
 

The volatility assumption, measured at the standard deviation of expected share price returns, is based on a statistical analysis of daily share prices over the last six years of comparable publicly quoted companies.
In August 2022, the Parent approved a stock option repricing whereby outstanding stock options held by 63 employees of the Company were repriced to reflect the fair value of the Parent on the modification date. As a result of the repricing, 604,292 outstanding share options were repriced to have an exercise price of $3.35 due to a change in market conditions and the market caps of comparable companies. The vesting terms and expiration dates of the new stock options remain unchanged from the original stock options. The option repricing was treated as an option modification and resulted in incremental expense of £337,384. £70,186 of the total incremental expense associated vested options was recognized on the modification date. The remaining £267,198 associated with unvested options as of the modification date will be recognized over the remainder of the original vesting periods.

2023
2022 (restated)
£
£


Equity-settled schemes
2,570,780
5,087,980

2,570,780
5,087,980

Page 41

 
BLOCKCHAIN (GB) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

19.Share-based payments (continued)

Correction of Prior Period Error
During the year ended 31 December 2023, the Company identified and corrected an error that affected previously issued financial statements. The error related to the calculation of its share-based payment expense, which resulted in an understatement of share-based payment expense for the year ended 31 December 2022 and prior reporting periods. The Company has revised its Consolidated Statements of Comprehensive Income for the year ended 31 December 2022 to reflect additional share-based payment expense of £3,205,604 in Administrative expenses. Additionally, the Consolidated Balance Sheets have been revised to include an additional £3,205,604 in Capital Contribution from Parent as at 31 December 2022. 
To reflect the effects of the error for reporting periods prior to the comparative period, the Consolidated Balance Sheets have been revised to include a decrease of £1,246,657 in the opening balance of the Profit and loss account, along with a corresponding increase to Capital Contribution from Parent as at 31 December 2022.


20.


Commitments under operating leases

The Group and the Company had no commitments under non-cancellable operating leases at the balance sheet date.


21.


Related party transactions

Due to its 100% shareholding in the issued share capital of the Company, the immediate parent undertaking is the Parent, a company formerly incorporated in Luxembourg now domiciled in the Cayman Islands, in which the results of the Company are consolidated. The consolidated financial statements for the Parent are both the smallest and largest group for which accounts are drawn up. Copies of the Parent’s financial statements may be obtained from Blockchain.com Group Holdings, Inc. (formerly Blockchain Luxembourg S.A.) at 190 Elgin Avenue, George Town, Grand Cayman, KY1-9008, Cayman Islands.
Key management personnel include all directors and a number of senior managers across the group who together have the authority and responsibility for planning, directing, and controlling the activities of the group. The compensation of the directors is disclosed in note 6. The Company has taken advantage of the disclosure exemption under Section 33.1A of the FRS 102 not to disclose transactions with other wholly owned members of the Group.
 

Page 42

 
BLOCKCHAIN (GB) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

22.


Controlling party

The immediate and ultimate parent company is Blockchain.com Group Holdings, Inc., a company registered in the Cayman Islands.The address is: P.O. Box 144, Suite 3119, 9 Forum Lane, Camana Bay, George Town, Grand Cayman, KY1-9006, Cayman Islands  
On 22 October 2021, the Board and shareholders of Blockchain Luxembourg S.A. approved the migration of the company to the Cayman Islands, which was carried out by way of a continuation of the legal entity. The renamed entity was deregistered from Luxembourg and registered with the Cayman Islands Companies Registry on 25 October 2021 in the name of Blockchain.com Group Holdings, Inc.

Page 43

 
BLOCKCHAIN (GB) LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

23.


Prior period error

During the year ended 31 December 2023, the group discovered errors relating to the calculation of vesting of share awards previously granted to employees. This meant that the share-based payment reserve and previous vesting recognised in profit and loss had been understated, and the previous deferred tax asset was understated. Since the approval of the 2022 financial statements, the company amended its 2022 corporation tax return to reflect the retrospective claim for an R+D credit. The effects of restating the prior year consolidated accounts are shown below: 


2022
£

Impact on consolidated total assets


Total assets per the prior period consolidated financial statements
94,404,294

Impact of restatements
784,535

Restated consolidated total assets
95,188,829

Impact on consolidated total liabilities


Total liabilities per the prior period consolidated financial statements
(102,466,938)

Impact of restatement
(102,062)

Restated consolidated total liabilities
(102,569,000)

Impact on consolidated retained earnings


Retained earnings/(deficit) per the prior period consolidated financial statements
(15,366,929)

Impact of restatement
(3,298,173)

Restated opening retained earnings/(deficit)
(18,665,102)

Impact on consolidated other reserves


Other reserves per the prior period consolidated financial statements
(7,144,285)

Impact of restatement
(4,452,261)

Restated consolidated other reserves
(11,596,546)

Impact on consolidated profit and loss


Profit/(loss) per the prior period consolidated financial statements
(18,710,250)

Impact of restatement
(3,289,173)

Restated consolidated profit/(loss)
(21,999,423)

 
Page 44