ACCOUNTS - Final Accounts preparation

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

Registered number: 09325294

BLOCKCHAIN (GB) LIMITED

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

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
Consolidated Analysis of Net Debt	18
Notes to the Financial Statements	19 - 42

BLOCKCHAIN (GB) LIMITED

GROUP STRATEGIC REPORT

FOR THE YEAR ENDED 31 DECEMBER 2024

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 Company’s principal activity is to provide management and development services to fully owned group entities. The Company acts as a cost centre for the Group and recharges these services as appropriate.
For the year ended 31 December 2024, the Company recognised total revenue of £20,605,867, compared to £19,345,667 as of 31 December 2023.
As at 31 December 2024, the Company held £8,799,119 of cash, compared to £9,596,018 as at 31 December 2023.
As at 31 December 2024, the Company had net liabilities of £930,122, compared to £3,346,744 as at 31 December 2023.
The average number of employees employed during the year was 81, compared to 74 during the year ended 31 December 2023.

Page 1

BLOCKCHAIN (GB) LIMITED

GROUP STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

Principal risks and uncertainties

Regulatory Risk
The regulation of investment and financial services is highly complex, and the digital asset sector—being relatively new and rapidly evolving—adds an additional layer of challenge in areas where the Group is actively engaged. The Company leverages its in-house legal and compliance expertise, supported by external counsel, to assess how best to conduct its activities in compliance with applicable requirements, whether through obtaining the necessary licences or relying on relevant exemptions. The Group will continue to closely monitor legislative and regulatory developments across the jurisdictions in which it operates to ensure ongoing compliance.
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 thelong term.
Going Concern
As the Company is highly dependent on the wider group structure, the Directors of the Company 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 Company’s 31 December 2024 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 Company, 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 Company 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 2024 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 Company regularly monitors its treasury function and cash balances to ensure there is sufficient working capital at all times. The Company 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 on 16 September 2025 and signed on its behalf.

N Cary

Director

Page 2

BLOCKCHAIN (GB) LIMITED

DIRECTORS' REPORT

FOR THE YEAR ENDED 31 DECEMBER 2024

The Directors present their report and the financial statements for the year ended 31 December 2024.

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 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.

Results and dividends

The profit for the year, after taxation, amounted to £614,076 (2023 - £430,674).

During 2024 and 2023, dividends were neither proposed nor paid.

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.

Page 3

BLOCKCHAIN (GB) LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

Auditors

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 on 16 September 2025 and signed on its behalf.

N Cary

Director

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 2024, 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).

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 2024 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 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.

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 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.

Nicholas Newman (Senior Statutory Auditor)

for and on behalf of

Harris & Trotter LLP

Chartered Accountants & Statutory Auditors

101 New Cavendish Street

London

W1W 6XH

16 September 2025

Page 8

BLOCKCHAIN (GB) LIMITED

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2024

	2024	2023
Note	£	£


Turnover	4	20,605,867	19,345,667
Gross profit		20,605,867	19,345,667
Administrative expenses		(19,886,260)	(18,441,274)
Other operating income	5	312,317	299,906
Other operating charges		792	(17,992)
Operating profit	6	1,032,716	1,186,307
Profit on disposal of investments		-	103,117
Interest payable and similar expenses		(15)	-
Other finance income		(14,216)	-
Profit before taxation		1,018,485	1,289,424
Tax on profit	11	(404,409)	(858,750)
Profit for the financial year		614,076	430,674


Unrealised surplus on revaluation of tangible fixed assets	26,001	51,413
Other comprehensive income	(1,267)	79
Other comprehensive income for the year	24,734	51,492
Total comprehensive income for the year	638,810	482,166

Profit for the year attributable to:
Owners of the parent Company	614,076	430,674
	614,076	430,674

The notes on pages 19 to 42 form part of these financial statements.

Page 9

BLOCKCHAIN (GB) LIMITED

REGISTERED NUMBER: 09325294

CONSOLIDATED BALANCE SHEET

AS AT 31 DECEMBER 2024

		2024		2023
Note		£		£

Fixed assets
Intangible Assets	12		77,921		72,967
Tangible Fixed Assets	13		138,917		144,301
Investments	14		87,242		77,825
Debtors: amounts falling due after more than one year	15		3,408,630		2,120,282
			3,712,710		2,415,375
Current assets
Debtors: amounts falling due within one year	15	165,910,733		130,981,396
Cash at bank and in hand	16	8,799,119		9,596,018
		174,709,852		140,577,414
Creditors: amounts falling due within one year	17	(179,352,684)		(146,339,533)
Net current liabilities			(4,642,832)		(5,762,119)
Total assets less current liabilities			(930,122)		(3,346,744)
Provisions for liabilities
Net assets excluding pension asset			(930,122)		(3,346,744)
Net liabilities			(930,122)		(3,346,744)

Capital and reserves
Called up share capital	19	1	1
Share premium account		659,999	659,999
Revaluation reserve		77,414	51,413
Capital redemption reserve		15,822,062	14,167,326
Foreign exchange reserve		(1,322)	(55)
Profit and loss account		(17,488,276)	(18,225,428)
Equity attributable to owners of the parent Company		(930,122)	(3,346,744)
		(930,122)	(3,346,744)

Page 10

BLOCKCHAIN (GB) LIMITED

REGISTERED NUMBER: 09325294

CONSOLIDATED BALANCE SHEET (CONTINUED)

AS AT 31 DECEMBER 2024

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 16 September 2025.

N Cary

Director

The notes on pages 19 to 42 form part of these financial statements.

Page 11

BLOCKCHAIN (GB) LIMITED

REGISTERED NUMBER: 09325294

COMPANY BALANCE SHEET

AS AT 31 DECEMBER 2024

		2024		2023
Note		£		£

Fixed assets
Intangible assets	12		77,921		72,967
Tangible fixed assets	13		138,917		144,301
Investments	14		8,486		8,486
Debtors: amounts falling due after more than one year	15		3,405,775		2,120,282
			3,631,099		2,346,036
Current assets
Debtors: amounts falling due within one year	15	163,574,284		130,360,177
Cash at bank and in hand	16	8,748,933		9,596,018
		172,323,217		139,956,195
Creditors: amounts falling due within one year	17	(177,204,078)		(145,867,067)
Net current liabilities			(4,880,861)		(5,910,872)
Total assets less current liabilities			(1,249,762)		(3,564,836)


Net assets excluding pension asset			(1,249,762)		(3,564,836)
Net liabilities			(1,249,762)		(3,564,836)

Capital and reserves
Called up share capital	19		1		1
Share premium account			659,999		659,999
Revaluation reserve			77,414		51,413
Capital redemption reserve			15,822,062		14,167,326
Profit and loss account brought forward		(18,443,575)		(18,826,022)
Profit for the year		634,337		382,447
Profit and loss account carried forward			(17,809,238)		(18,443,575)
			(1,249,762)		(3,564,836)

Page 12

BLOCKCHAIN (GB) LIMITED

REGISTERED NUMBER: 09325294

COMPANY BALANCE SHEET (CONTINUED)

AS AT 31 DECEMBER 2024

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 16 September 2025.

N Cary

Director

The notes on pages 19 to 42 form part of these financial statements.

Page 13


		BLOCKCHAIN (GB) LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2024

	Called up share capital	Share premium account	Capital redemption reserve	Revaluation reserve	Foreign exchange reserve	Profit and loss account	Total equity
	£	£	£	£	£	£	£
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
Total comprehensive income for the year	-	-	-	51,413	79	430,674	482,166
Share based payment expense	-	-	2,570,780	-	-	-	2,570,780

At 1 January 2024	1	659,999	14,167,326	51,413	(55)	(18,225,428)	(3,346,744)
Comprehensive income for the year
Profit for the year	-	-	-	-	-	614,076	614,076
Surplus on revaluation of other fixed assets	-	-	-	26,001	-	-	26,001
Foreign exchange movement	-	-	-	-	(1,267)	-	(1,267)
Total comprehensive income for the year	-	-	-	26,001	(1,267)	614,076	638,810
Share based payment expense	-	-	1,654,736	-	-	-	1,654,736
Movement in subsidiaries' capital contribution	-	-	-	-	-	115,065	115,065
Other movement	-	-	-	-	-	8,011	8,011
At 31 December 2024	1	659,999	15,822,062	77,414	(1,322)	(17,488,276)	(930,122)

Page 14


		BLOCKCHAIN (GB) LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

The notes on pages 19 to 42 form part of these financial statements.

Page 15


		BLOCKCHAIN (GB) LIMITED

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2024

	Called up share capital	Share premium account	Capital redemption reserve	Revaluation reserve	Profit and loss account	Total equity
	£	£	£	£	£	£
At 1 January 2023	1	659,999	11,596,546	-	(18,826,022)	(6,569,476)
Comprehensive income for the year
Profit for the year	-	-	-	-	382,447	382,447
Surplus on revaluation of other fixed assets	-	-	-	51,413	-	51,413
Total comprehensive income for the year	-	-	-	51,413	382,447	433,860
Share based payment expense	-	-	2,570,780	-	-	2,570,780

At 1 January 2024	1	659,999	14,167,326	51,413	(18,443,575)	(3,564,836)
Comprehensive income for the year
Profit for the year	-	-	-	-	634,337	634,337
Surplus on revaluation of other fixed assets	-	-	-	26,001	-	26,001
Total comprehensive income for the year	-	-	-	26,001	634,337	660,338
Share based payment expense	-	-	1,654,736	-	-	1,654,736
At 31 December 2024	1	659,999	15,822,062	77,414	(17,809,238)	(1,249,762)

Page 16

BLOCKCHAIN (GB) LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 DECEMBER 2024

			2024	2023
			£	£

Cash flows from operating activities
Profit for the financial year	614,076	430,674
Adjustments for:
Depreciation of tangible assets	139,497	273,560
Loss on disposal of tangible assets	-	(103,117)
Taxation charge	404,409	858,750
(Increase) in debtors	(825,400)	1,265,109
(Increase) in amounts owed by groups	(35,392,285)	(40,292,609)
Increase in creditors	1,462,320	(374,363)
Increase in amounts owed to groups	31,550,831	44,144,898
Net fair value (gains) recognised in P&L	(26,001)	(11,885)
Other non-cash movements	(163,651)	298,732
Corporation tax (paid)/received	(554,774)	-
Foreign exchange	223,692	(311,303)
Share based payments expense	1,654,736	2,570,780
SBP exercised	(60,659)	-
Net cash generated from operating activities	(973,209)	8,749,226

Cash flows from investing activities
Sale of intangible assets	(21,047)	(98,443)
Purchase of tangible fixed assets	134,263	-
Sale of tangible fixed assets	(150)	(2,069)
Purchase of unlisted and other investments	9,417	8,220
Sale of unlisted and other investments	-	(474,625)
Interest received	53,827	299,058
Net cash from investing activities	176,310	(267,859)

Net (decrease)/increase in cash and cash equivalents	(796,899)	8,481,367
Cash and cash equivalents at beginning of year	9,596,018	1,114,651
Cash and cash equivalents at the end of year	8,799,119	9,596,018

Cash and cash equivalents at the end of year comprise:
Bank and cash balances	8,799,119	9,596,018

Page 17

BLOCKCHAIN (GB) LIMITED

CONSOLIDATED ANALYSIS OF NET DEBT

FOR THE YEAR ENDED 31 DECEMBER 2024


At 1 January 2024	Cash flows	At 31 December 2024
£	£	£

Cash at bank and in hand	9,596,018	(796,899)	8,799,119
	9,596,018	(796,899)	8,799,119

The notes on pages 19 to 42 form part of these financial statements.

Page 18

BLOCKCHAIN (GB) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

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 2024, 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 23 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 Group 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 19

BLOCKCHAIN (GB) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

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 20

BLOCKCHAIN (GB) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

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 its subsidiaries 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 21

BLOCKCHAIN (GB) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.10

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 22

BLOCKCHAIN (GB) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

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

Valuation of investments

Investments in unlisted Company 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.

2.14

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.

2.15

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.

2.16

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.

Page 23

BLOCKCHAIN (GB) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.17

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.

Increases in provisions are generally charged as an expense to profit or loss.

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.

Basic 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

Page 24

BLOCKCHAIN (GB) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.18

Financial instruments (continued)

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 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.

Page 25

BLOCKCHAIN (GB) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

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.

Revenues	20,605,867	19,345,667
	20,605,867	19,345,667

Analysis of turnover by country of destination:

					2024	2023
					£	£

United Kingdom	20,605,867	19,345,667
	20,605,867	19,345,667

5.	Other operating income
		2024	2023
		£	£

Other operating income	312,317	299,906
	312,317	299,906

Page 26

BLOCKCHAIN (GB) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

Exchange differences

339,795

205,343

Fees payable to the Company's auditors for the audit of the consolidated and parent Company's financial statements

55,000

49,806

8.	Employees
	Staff costs, including Directors' remuneration, were as follows:

Group	Group	Company	Company
2024	2023	2024	2023
£	£	£	£


Staff salaries	9,861,003	9,126,768	8,650,904	8,134,719
Social security costs	1,411,563	1,396,004	1,069,469	1,119,768
Staff pension costs	(34,800)	387,670	(34,800)	322,489
	11,237,766	10,910,442	9,685,573	9,576,976

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

	2024	2023
	No.	No.

Average number of employees	81	74

Page 27

BLOCKCHAIN (GB) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

9.	Directors' remuneration
		2024	2023
		£	£

Directors' emoluments	1,326,784	417,650
Directors gains on long term incentive schemes	124,789	110,204
Group contributions to defined contribution pension schemes	34,800	16,650
	1,486,373	544,504

The highest paid director received remuneration of £498,430 (2023 - £361,104).

10.	Interest payable and similar expenses
		2024	2023
		£	£

	Bank interest payable	15	-
		15	-

Page 28

BLOCKCHAIN (GB) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

Corporation tax
Current tax on profits for the year	629,722	698,999
	629,722	698,999
Foreign tax
Foreign tax on income for the year	69,856	99,875
	69,856	99,875
Total current tax	699,578	798,874

Deferred tax
Deferred tax - current year movement	(295,169)	59,876
Total deferred tax	(295,169)	59,876


		404,409	858,750

Page 29

BLOCKCHAIN (GB) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

11.Taxation (continued)

Profit on ordinary activities before tax

1,018,485

1,289,424

Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 25 %)	254,621	322,356
Effects of:
Book depreciation	139,499	68,304
Capital allowanes for year in excess of depreciation	(161,105)	(8,297)
Stock options exercise	-	503,770
Unrealised foreign exchange gains	116,237	(77,825)
Taxes in other jurisdictions	155,762	99,875
Due to changes in the tax rate from 19% to 25%	-	(109,313)
Movement in deferred tax	(295,169)	59,875
Fair market value and impairment adjustments	(42,506)	-
Other income not taxable	(46,159)	-
Federal deferred tax	77,808	-
Other movement	205,421	5
Total tax charge for the year	404,409	858,750

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 2024

12.	Intangible assets
	Group

		Crypto currency and other digital assets
		£
	Cost
	At 1 January 2024	72,967
	Disposals	(21,047)
	Revaluation surplus	26,001
	At 31 December 2024	77,921

	Net book value
	At 31 December 2024	77,921
	At 31 December 2023	72,967

Page 31

BLOCKCHAIN (GB) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

12.Intangible assets (continued)

	Company

		Crypto currency and other digital assets
		£
	Cost
	At 1 January 2024	72,967
	Disposals	(21,047)
	Revaluation surplus	26,001
	At 31 December 2024	77,921

	Net book value
	At 31 December 2024	77,921
	At 31 December 2023	72,967

Page 32

BLOCKCHAIN (GB) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

13.	Tangible fixed assets
	Group

	Long-term leasehold property	Fixtures and fittings	Computer equipment	Total
	£	£	£	£
Cost or valuation
At 1 January 2024	1,406,792	285,458	1,099,718	2,791,968
Additions	88,402	-	45,861	134,263
Disposals	-	-	(150)	(150)
At 31 December 2024	1,495,194	285,458	1,145,429	2,926,081
Depreciation
At 1 January 2024	1,406,792	280,883	959,992	2,647,667
Charge for the year on owned assets	8,578	2,495	128,424	139,497
At 31 December 2024	1,415,370	283,378	1,088,416	2,787,164
Net book value
At 31 December 2024	79,824	2,080	57,013	138,917
At 31 December 2023	-	4,574	139,727	144,301

Page 33

BLOCKCHAIN (GB) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

13.Tangible fixed assets (continued)

	Company

	Long-term leasehold property	Fixtures and fittings	Computer equipment	Total
	£	£	£	£
Cost or valuation
At 1 January 2024	1,406,792	285,458	1,099,718	2,791,968
Additions	88,402	-	45,861	134,263
Disposals	-	-	(150)	(150)
At 31 December 2024	1,495,194	285,458	1,145,429	2,926,081
Depreciation
At 1 January 2024	1,406,792	280,883	959,992	2,647,667
Charge for the year on owned assets	8,578	2,495	128,424	139,497
At 31 December 2024	1,415,370	283,378	1,088,416	2,787,164
Net book value
At 31 December 2024	79,824	2,080	57,013	138,917
At 31 December 2023	-	4,574	139,727	144,301

Page 34

BLOCKCHAIN (GB) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

14.	Investments
	Group

		Investments in subsidiary companies
		£
	Cost or valuation
	At 1 January 2024	77,825
	Additions	9,417
	At 31 December 2024	87,242

	Net book value
	At 31 December 2024	87,242
	At 31 December 2023	77,825

	Company

		Investments in subsidiary companies
		£
	Cost or valuation
	At 1 January 2024	8,486
	At 31 December 2024	8,486

	Net book value
	At 31 December 2024	8,486
	At 31 December 2023	8,486

Page 35

BLOCKCHAIN (GB) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

15.	Debtors
		Group	Group	Company	Company
		2024	2023	2024	2023
		£	£	£	£

Due after more than one year
Trade debtors	26,481	-	26,481	-
Amounts owed by group undertakings	2,855	-	-	-
Other debtors	963,843	-	963,843	-
Deferred tax asset	2,415,451	2,120,282	2,415,451	2,120,282
	3,408,630	2,120,282	3,405,775	2,120,282

Group	Group	Company	Company
2024	2023	2024	2023
£	£	£	£

Due within one year
Amounts owed by group undertakings	165,065,846	129,676,416	162,906,095	129,071,339
Other debtors	534,337	1,192,990	357,639	1,184,320
Prepayments and accrued income	310,550	105,109	310,550	104,518
Tax recoverable	-	6,881	-	-
	165,910,733	130,981,396	163,574,284	130,360,177

16.	Cash and cash equivalents
		Group	Group	Company	Company
		2024	2023	2024	2023
		£	£	£	£

Cash at bank and in hand	8,799,119	9,596,018	8,748,933	9,596,018
	8,799,119	9,596,018	8,748,933	9,596,018

Page 36

BLOCKCHAIN (GB) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

17.	Creditors: Amounts falling due within one year
		Group	Group	Company	Company
		2024	2023	2024	2023
		£	£	£	£

Trade creditors	43,455	-	-	-
Amounts owed to group undertakings	176,025,293	144,474,462	174,171,646	144,191,809
Corporation tax	900,507	899,283	900,507	801,061
Other taxation and social security	99,161	-	-	-
Other creditors	625,551	764,398	503,304	681,963
Accruals and deferred income	1,658,717	201,390	1,628,621	192,234
	179,352,684	146,339,533	177,204,078	145,867,067

18.	Deferred taxation
	Group

		2024
		£

	At beginning of year	2,120,282
	Charged to profit or loss	295,169
	At end of year	2,415,451

Page 37

BLOCKCHAIN (GB) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

18.Deferred taxation (continued)

Company

		2024
		£

	At beginning of year	2,120,282
	Charged to profit or loss	295,169
	At end of year	2,415,451

The deferred tax asset is made up as follows:
	Group	Group	Company	Company
	2024	2023	2024	2023
	£	£	£	£

	Origination and reversal of timing differences	2,415,451	2,120,282	2,415,451	2,120,282
		2,415,451	2,120,282	2,415,451	2,120,282

19.	Share capital
		2024	2023
		£	£

Allotted, called up and fully paid

1 (2023 - 1) Ordinary shares of £1.00 each	1	1

Page 38

BLOCKCHAIN (GB) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

20.	Share-based payments
	The Group 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 ($) 2024	Number 2024	Weighted average exercise price ($) 2023	Number 2023

Outstanding at the beginning of the year	1.11	3,797,327	1.37	4,959,305
Granted during the year	0.50	2,557,810	3.35	187,939
Forfeited during the year	1.81	(450,090)	2.83	(830,006)
Exercised during the year	0.71	(101,751)	1.88	(379,793)
Expired during the year	1.88	(839,961)	1.53	(140,118)
Outstanding at the end of the year	0.51	4,963,335	1.11	3,797,327

Of the total number of options outstanding at 31 December 2024, 4,333,612 (2023, 3,410,763), had vested and were exercisable with a weighted average exercise price of $0.50 (2023, $0.89). The weighted average remaining contractual life of options outstanding at 31 December 2024 was 5.57 years (2023, 4.49 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 2024 was $0.30 (2023, $2.86). The following information was used in this valuation.

Page 39

BLOCKCHAIN (GB) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

20.Share-based payments (continued)

					2024	2023

Weighted average share price ($)	0.31	3.35
Exercise price ($)	0.50	3.35
Weighted average contractual life (days)	3.44-10.00	5.25-6.02
Expected volatility	98.61% - 181.37%	119.11% - 122.16%
Expected dividend growth rate	0%	0%
Risk-free interest rate	0.26% - 4.65%	3.46% - 3.64%

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.

					2024	2023
					£	£

	Equity-settled schemes	1,654,736	2,570,780
		1,654,736	2,570,780

21.	Commitments under operating leases

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

Page 40

BLOCKCHAIN (GB) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

22.

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.

23.	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.

24.	Subsidiary Audit Exemption Guarantee

The company has issued guarantees under section 479C of the Companies Act 2006 in respect Magic Carpet AI Limited, thereby allowing Magic Carpet AI Limited to claim exemption from audit under section 479A of the Act for the year ended 31 December 2024. Under the terms of these guarantees, the company has guaranteed all outstanding liabilities to which the subsidiaries are subject at the end of the financial year until they are satisfied in full.

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BLOCKCHAIN (GB) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024


25.	Subsidiary undertakings
	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 2024 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	(744)
	Blockchain.com FR SAS	(120,614)

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