Registered number:
FOR THE YEAR ENDED 31 DECEMBER 2023
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BLOCKCHAIN (GB) LIMITED
COMPANY INFORMATION
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BLOCKCHAIN (GB) LIMITED
CONTENTS
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BLOCKCHAIN (GB) LIMITED
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
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”)
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.
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BLOCKCHAIN (GB) LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
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.
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.
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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.
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.
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 2006. They 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.
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.
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BLOCKCHAIN (GB) LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
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.
The auditors, Harris & Trotter LLP, will 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.
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BLOCKCHAIN (GB) LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BLOCKCHAIN (GB) LIMITED
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 policies. The 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).
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.
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.
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BLOCKCHAIN (GB) LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BLOCKCHAIN (GB) LIMITED (CONTINUED)
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 Report. Our 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.
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.
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.
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BLOCKCHAIN (GB) LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BLOCKCHAIN (GB) LIMITED (CONTINUED)
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.
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BLOCKCHAIN (GB) LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BLOCKCHAIN (GB) LIMITED (CONTINUED)
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 2006. Our 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.
for and on behalf of
Chartered Accountants & Statutory Auditors
101 New Cavendish Street
W1W 6XH
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BLOCKCHAIN (GB) LIMITED
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023
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BLOCKCHAIN (GB) LIMITED
REGISTERED NUMBER: 09325294
CONSOLIDATED BALANCE SHEET
AS AT 31 DECEMBER 2023
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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.
The notes on pages 20 to 44 form part of these financial statements.
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BLOCKCHAIN (GB) LIMITED
REGISTERED NUMBER: 09325294
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2023
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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
The notes on pages 20 to 44 form part of these financial statements.
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