ACCOUNTS - Final Accounts preparation

Operating loss

The operating loss is stated after charging:

Registered number: 09823112

NCHAIN UK LIMITED

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

NCHAIN UK LIMITED

COMPANY INFORMATION

Directors	S R Matthews (resigned 2 December 2024)
	E A Spiers-King (appointed 1 December 2024)


Registered number	09823112


Registered office	28-30 Market Place
	London
	W1W 8AP


Independent auditors	BKL Audit LLP
	Chartered Accountants & Statutory Auditor
	35 Ballards Lane
	London
	N3 1XW

NCHAIN UK LIMITED

CONTENTS

	Page
Group Strategic Report	1 - 2
Directors' Report	3 - 4
Independent Auditors' Report	5 - 8
Consolidated Statement of Comprehensive Income	9
Consolidated Statement of Financial Position	10 - 11
Company Statement of Financial Position	12 - 13
Consolidated Statement of Changes in Equity	14
Company Statement of Changes in Equity	15
Consolidated Statement of Cash Flows	16 - 17
Notes to the Financial Statements	18 - 39

NCHAIN UK LIMITED

GROUP STRATEGIC REPORT

FOR THE YEAR ENDED 31 DECEMBER 2024

Introduction

Located in the centre of London, one of the world’s technology capitals, and founded in 2015, nChain UK Limited (“The Company”) advances the potential of blockchain technology through ongoing research and development of inventions within the group (“nChain Group”).
nChain UK Limited works with customers and partners to construct, maintain, and improve the open-source software essential for operating the BSV blockchain, the foundational platform for its products and solutions. Together with our partners, we are driven by a fervent commitment to deliver scalable blockchain solutions for businesses, governments and consumers around the globe.
Our core mission is to drive the peer-to-peer economy forward and each year brings us closer to the realisation of these goals.

Business review

2024 was a year of meaningful evolution and strategic realignment for nChain. In response to a rapidly changing market landscape and growing global interest in blockchain solutions, the company initiated a comprehensive review of its business strategy. The outcome was a refreshed strategic roadmap designed to sharpen nChain’s focus, enhance competitive positioning, and better align with long-term market opportunities.
The company launched a targeted restructuring initiative to optimize internal resources and improve operational efficiency. This initiative was designed to align the organization more closely with its strategic priorities and to position nChain as a more client-centric and commercially focused business. The restructuring reflects a broader shift toward enhancing customer engagement, streamlining internal processes, and building a scalable foundation for future growth. These steps collectively mark a strong pivot toward long-term sustainability and value creation for clients, partners, and stakeholders.

Principal risks and uncertainties

Blockchain Technology is increasingly being accepted by Governments and Industry. Adoption and mainstream acceptance of the technology and the enhancements it offers to traditional operations is progressing, with revenues expected to follow. The greatest risks to nChain’s success are client appetite and Government attitude.

Financial key performance indicators

Turnover for 2024 was below budget expectations due to challenging and dynamic market conditions. In response, the Group took decisive steps to strengthen its commercial capabilities, including the establishment of new commercial departments and the introduction of a refined go-to-market strategy aimed at improving market penetration and revenue generation.
Throughout the year, nChain’s dedicated product team continued to drive innovation, launching strategic initiatives that reflect nChain’s commitment to delivering practical, user-friendly tools that support enterprise adoption of blockchain technology.

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

E A Spiers-King

Director

Date: 29 October 2025

Page 1

NCHAIN UK LIMITED

GROUP STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

Page 2

NCHAIN UK 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 judgements and accounting estimates that are reasonable and prudent;

∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

∙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.

Principal activity

The purpose of the Company is to enable enterprise-level organisations to add blockchain based capabilities to their existing business services through the provision of commercial blockchain and IT products and services.
The Company is engaged in the development, maintenance, marketing and service delivery of blockchain products using it’s world-leading research and engineering resources.

Results and dividends

The profit for the year, after taxation and minority interests, amounted to £15,927,576 (2023 - loss £8,375,056).

No dividends were declared during the year (2023: £NIL).

Directors

The directors who served during the year were:

S R Matthews (resigned 2 December 2024)

E A Spiers-King (appointed 1 December 2024)

Political contributions

A donation of £nil (2023: £70,000) was made to the Conservative Party.

Page 3

NCHAIN UK LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

Future developments

The Company sold its trade and assets to Teranode Limited on 01/01/2025.

Research and development activities

nChain’s R&D department continues to push the boundaries of what is achievable using blockchain technology. We have identified multiple areas in which the intersection of blockchain technology and existing IT systems will allow key business sectors to reduce their overhead, improve efficiency, and gain new traction with customers. nChain sees its role as helping to facilitate these transitions, charting a course and smoothing the path toward a brighter future.

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.

Post balance sheet events

The Company disposed of three investments after the year end date.
The Company sold its trade and assets to Teranode Limited on 01/01/2025.
Events after the report period have been evaluated up to the date of audited financial statements were approved and authorised for issue by the Board of nChain UK Limited and there are no events to be disclosed or adjusted in these audited financial statements, except those noted above.

Auditors

Under section 487(2) of the Companies Act 2006, BKL Audit LLP will be deemed to have been reappointed as auditors 28 days after these financial statements were sent to members or 28 days after the latest date prescribed for filing the accounts with the registrar, whichever is earlier.

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

E A Spiers-King

Director

Date: 29 October 2025

Page 4

NCHAIN UK LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF NCHAIN UK LIMITED

Opinion

We have audited the financial statements of nChain UK 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 Statement of Financial Position, the Company Statement of Financial Position, 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 loss 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

NCHAIN UK LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF NCHAIN UK 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.

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.

Page 6

NCHAIN UK LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF NCHAIN UK LIMITED (CONTINUED)

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:

∙Enquiring of management and those charged with governance around actual and potential litigation and claims;

∙Enquiring of entity staff in finance and compliance functions to identify any instances of non-compliance with laws and regulations;

∙Reviewing minutes of meetings of those charged with governance;

∙Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations.

∙Performing audit work over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for bias.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

As part of an audit in accordance with ISAs (UK), we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

∙Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

∙Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion of the effectiveness of the Company's internal control.

∙Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.

∙Conclude on the appropriateness of the directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our Auditors' Report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our Auditors' Report. However,

Page 7

NCHAIN UK LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF NCHAIN UK LIMITED (CONTINUED)

future events or conditions may cause the Company to cease to continue as a going concern.

∙Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

∙Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the Group audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

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.

Nick Bishop FCA (Senior Statutory Auditor)

for and on behalf of

BKL Audit LLP

Chartered Accountants

Statutory Auditor

35 Ballards Lane

London

N3 1XW

30 October 2025

Page 8

NCHAIN UK LIMITED

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2024

	2024	2023
Note	£	£


Turnover	4	6,909,262	26,015,932
Gross profit		6,909,262	26,015,932
Administrative expenses		(20,613,985)	(33,149,726)
Other operating income	5	1,381,461	-
Operating loss	6	(12,323,262)	(7,133,794)
Amounts written off investments		(4,059,344)	(2,000,000)
Interest receivable and similar income	10	468,854	295,435
Interest payable and similar expenses	11	(662,046)	(380,473)
Loss before taxation		(16,575,798)	(9,218,832)
Loss for the financial year		(16,575,798)	(9,218,832)

(Loss) for the year attributable to:
Non-controlling interests	(648,222)	(843,776)
Owners of the parent Company	(15,927,576)	(8,375,056)
	(16,575,798)	(9,218,832)

There was no other comprehensive income for 2024 (2023:£NIL).

The notes on pages 18 to 39 form part of these financial statements.

Page 9

NCHAIN UK LIMITED

REGISTERED NUMBER: 09823112

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2024

		2024		2023
Note		£		£

Fixed assets
Intangible assets	13		-		651,971
Tangible assets	14		701,930		720,669
Investments	15		333,353		11,074,912
			1,035,283		12,447,552
Current assets
Stocks	16	22,909		58,959
Debtors: amounts falling due after more than one year	17	940,288		30,559,548
Debtors: amounts falling due within one year	17	28,382,839		4,550,194
Cash at bank and in hand	18	1,457,763		4,177,901
		30,803,799		39,346,602
Creditors: amounts falling due within one year	19	(62,101,712)		(60,820,511)
Net current liabilities			(31,297,913)		(21,473,909)
Total assets less current liabilities			(30,262,630)		(9,026,357)
Creditors: amounts falling due after more than one year	20		(262,515)		(504,362)
Provisions for liabilities
Net liabilities			(30,525,145)		(9,530,719)

Capital and reserves
Called up share capital	21	1	1
Share premium account	22	551,092	551,092
Other reserves	22	-	4,418,628
Profit and loss account	22	(30,463,904)	(14,536,328)
Equity attributable to owners of the parent Company		(29,912,811)	(9,566,607)
Non-controlling interests		(612,334)	35,888
		(30,525,145)	(9,530,719)

Page 10

NCHAIN UK LIMITED

REGISTERED NUMBER: 09823112

CONSOLIDATED STATEMENT OF FINANCIAL POSITION (CONTINUED)

AS AT 31 DECEMBER 2024

The financial statements were approved and authorised for issue by the board and were signed on its behalf by:

E A Spiers-King

Director

Date: 29 October 2025

The notes on pages 18 to 39 form part of these financial statements.

Page 11

NCHAIN UK LIMITED

REGISTERED NUMBER: 09823112

COMPANY STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2024

		2024		2023
Note		£		£

Fixed assets
Tangible assets	14		697,618		713,392
Investments	15		-		10,757,269
			697,618		11,470,661
Current assets
Stocks	16	22,909		58,959
Debtors: amounts falling due after more than one year	17	940,289		18,085,836
Debtors: amounts falling due within one year	17	28,330,705		16,979,263
Cash at bank and in hand	18	1,386,746		4,030,133
		30,680,649		39,154,191
Creditors: amounts falling due within one year	19	(62,032,188)		(60,766,619)
Net current liabilities			(31,351,539)		(21,612,428)
Total assets less current liabilities			(30,653,921)		(10,141,767)

Creditors: amounts falling due after more than one year	20		(262,515)		(504,365)

Net liabilities			(30,916,436)		(10,646,132)

Capital and reserves
Called up share capital	21		1		1
Share premium account	22		551,092		551,092
Other reserves	22		-		4,418,628
Profit and loss account brought forward		(15,615,853)		(6,161,272)
Loss for the year		(15,851,676)		(9,454,581)
Profit and loss account carried forward			(31,467,529)		(15,615,853)
			(30,916,436)		(10,646,132)

Page 12

NCHAIN UK LIMITED

REGISTERED NUMBER: 09823112

COMPANY STATEMENT OF FINANCIAL POSITION (CONTINUED)

AS AT 31 DECEMBER 2024

The financial statements were approved and authorised for issue by the board and were signed on its behalf by:

E A Spiers-King

Director

Date: 29 October 2025

The notes on pages 18 to 39 form part of these financial statements.

Page 13


		NCHAIN UK LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2024

	Called up share capital	Share premium account	Other reserves	Profit and loss account	Equity attributable to owners of parent Company	Non-controlling interests	Total equity
	£	£	£	£	£	£	£
At 1 January 2023	1	551,092	5,043,790	(6,161,272)	(566,389)	-	(566,389)
Comprehensive income for the year
Loss for the year	-	-	-	(8,375,056)	(8,375,056)	(843,776)	(9,218,832)
Total comprehensive income for the year	-	-	-	(8,375,056)	(8,375,056)	(843,776)	(9,218,832)
Share based payment transactions	-	-	(625,162)	-	(625,162)	-	(625,162)
NCI on acquisition	-	-	-	-	-	879,664	879,664

At 1 January 2024	1	551,092	4,418,628	(14,536,328)	(9,566,607)	35,888	(9,530,719)
Comprehensive income for the year
Loss for the year	-	-	-	(15,927,576)	(15,927,576)	(648,222)	(16,575,798)
Total comprehensive income for the year	-	-	-	(15,927,576)	(15,927,576)	(648,222)	(16,575,798)
Share based payment transactions	-	-	(4,418,628)	-	(4,418,628)	-	(4,418,628)
At 31 December 2024	1	551,092	-	(30,463,904)	(29,912,811)	(612,334)	(30,525,145)

The notes on pages 18 to 39 form part of these financial statements.

Page 14


		NCHAIN UK LIMITED

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2024

	Called up share capital	Share premium account	Other reserves	Profit and loss account	Total equity
	£	£	£	£	£
At 1 January 2023	1	551,092	5,043,790	(6,161,272)	(566,389)
Comprehensive income for the year
Loss for the year	-	-	-	(9,454,581)	(9,454,581)
Total comprehensive income for the year	-	-	-	(9,454,581)	(9,454,581)
Share based payment transactions	-	-	(625,162)	-	(625,162)

At 1 January 2024	1	551,092	4,418,628	(15,615,853)	(10,646,132)
Comprehensive income for the year
Loss for the year	-	-	-	(15,851,676)	(15,851,676)
Total comprehensive income for the year	-	-	-	(15,851,676)	(15,851,676)
Share based payment transactions	-	-	(4,418,628)	-	(4,418,628)
At 31 December 2024	1	551,092	-	(31,467,529)	(30,916,436)

The notes on pages 18 to 39 form part of these financial statements.

Page 15

NCHAIN UK LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 DECEMBER 2024

			2024	2023
			£	£

Cash flows from operating activities
Loss for the financial year	(16,575,798)	(9,218,832)
Adjustments for:
Amortisation of intangible assets	71,777	65,795
Depreciation of tangible assets	343,296	366,264
Loss on disposal of tangible assets	-	4,826
Interest paid	662,046	380,473
Interest received	(468,854)	(295,435)
Decrease in stocks	36,050	11,636
Decrease in debtors	2,198,095	3,499,931
Decrease/(increase) in amounts owed by groups	3,588,519	(16,222,682)
(Decrease)/increase in creditors	(2,572,959)	1,061,515
Increase in amounts owed to groups	3,612,315	35,160,275
Corporation tax received	-	2,276
Share based payment transactions	(4,418,628)	(625,162)
Impairment of investments	3,311,670	2,000,000
Movement in NCI	-	879,665
Loss on disposal of fixed asset investments	167,480	-
Impairment of goodwill	580,194	-
Net cash generated from operating activities	(9,464,797)	17,070,545

Cash flows from investing activities
Purchase of intangible fixed assets	-	(717,766)
Purchase of tangible fixed assets	(324,558)	(131,669)
Purchase of unlisted and other investments	(245,700)	(13,074,912)
Sale of unlisted and other investments	7,334,635	-
Interest received	468,854	295,435
Foreign exchange movment in investments	173,474	-
Net cash from investing activities	7,406,705	(13,628,912)
Cash flows from financing activities
Interest paid	(662,046)	(380,473)
Net cash used in financing activities	(662,046)	(380,473)

Page 16

NCHAIN UK LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

		2024	2023
		£	£


Net (decrease)/increase in cash and cash equivalents	(2,720,138)	3,061,160
Cash and cash equivalents at beginning of year	4,177,901	1,116,741
Cash and cash equivalents at the end of year	1,457,763	4,177,901

Cash and cash equivalents at the end of year comprise:
Cash at bank and in hand	1,457,763	4,177,901
	1,457,763	4,177,901

The notes on pages 18 to 39 form part of these financial statements.

Page 17

NCHAIN UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

1.	General information

The principal activity of nChain Limited ("the Company") is to enable enterprise-level organisations to add blockchain based capabilities to their existing business services through the provision of commercial blockchain and IT products and services. The Company is engaged in the development, maintenance, marketing and service delivery of blockchain products using it’s world-leading research and engineering resources. The principal activity of the group is those of development, maintenance, marketing and service delivery of blockchain products and investing in, and providing training to, investment companies.
The Company is limited by shares and is incorporated in England and Wales.
The registered office is 30 Market Place, London, W1W 8AP.

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 preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgement in applying the Group's accounting policies (see note 3).

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 Statement of Financial Position, 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.

Page 18

NCHAIN UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.3

Going concern

The financial statements have been prepared on the going concern basis, which assumes that the Group will continue to trade for the foreseeable future, being a period of at least twelve months from the date of approval of these financial statements, and will be able to meet its debts as they fall due. The directors are satisfied that the company has sufficient funds to continue to trade for the foreseeable future.
The Group has made a loss before tax of £16,575,798 in the year and has net current liabilities of £31,297,913 at the year end. The Group is dependent on the support of continued funding from its ultimate shareholders. A shareholder of the parent has indicated their willingness to provide continuing support for the foreseeable future and a letter of support has been received.

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.

2.5

Turnover

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.

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.

Turnover is recognised in the period to which it relates.

Page 19

NCHAIN UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

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.

2.7

Research and development

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives, which range from 3 to 6 years.
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.

2.8

Interest income

Interest income is recognised in profit or loss using the effective interest method.

2.9

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.

2.10

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 Statement of Financial Position. The assets of the plan are held separately from the Group in independently administered funds.

Page 20

NCHAIN UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.11

Share-based payments

Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each reporting date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.
The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the Group keeping the scheme open or the employee maintaining any contributions required by the scheme).
Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.
Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received.

2.12

National Insurance on share options

To the extent that the share price at the reporting date is greater than the exercise price on options granted under unapproved schemes after 19 May 2000, provision for any National Insurance contributions has been made based on the prevailing rate of National Insurance. The provision is accrued over the performance period attaching to the award.

Page 21

NCHAIN UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.13

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 reporting 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 reporting 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; and

∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

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 reporting date.

2.14

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 of 10 years.

2.15

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.

Page 22

NCHAIN UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.15

Tangible fixed assets (continued)

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:

Fixtures and fittings	-	20%
Office equipment	-	25%
Computer equipment	-	20%

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.

2.16

Impairment of fixed assets and goodwill

Assets that are subject to depreciation or amortisation are assessed at each reporting 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 reporting date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.

2.17

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Other fixed asset investments comprise investments in unlisted company shares which do not fulfil the definition of associates. These are accounted for at fair value with any changes going through profit and loss.

2.18

Digital assets held as inventories

Digital assets held for the company's trade are recognised in stock at their fair value as it is considered a more relevant measure of the entity's performance.

Page 23

NCHAIN UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.19

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.

2.20

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.

2.21

Financial instruments

The Group only enters into basic financial instruments and transactions that result in the recognition of financial assets and liabilities like trade debtors and creditors and amounts owed by and to group undertakings.
(i) Financial assets
Basic financial assets, including trade debtors, and amounts due from group undertakings, are initially recognised at transaction price, 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.
Such assets are subsequently carried at amortised cost using the effective interest method.
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 the Consolidated Statement of Comprehensive Income.
(ii) Financial liabilities
Basic financial liabilities, including trade creditors and accruals, are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Page 24

NCHAIN UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.21

Financial instruments (continued)

Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires.
(iii) Offsetting
Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

3.	Judgements in applying accounting policies and key sources of estimation uncertainty

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported for assets and liabilities as at the balance sheet date and the amounts reported for revenues and expenses during the year. However, the nature of estimation means that actual outcomes could differ from those estimates. The following judgments (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.
1) Impairment of debtors
The Group makes an estimate of the recoverable value of trade and other debtors. When assessing impairment of trade and other debtors, management considers factors including historical experience.
2) Valuation of investments
The Company makes an estimate of any potential impairment of the carrying value of investments. When assessing the potential impairment, management considers factors the results of the subsidiaries and future expected profits.
3) Share based payments
Certain employees in the Group have been granted share options by the Company, that require a fair value methodology to value the options at the date of grant as detailed in accounting policy note 2.11 and note 23.
4) Useful economic lives of tangible assets
The annual depreciation charge for tangible assets is sensitive to changes in the estimated useful economic lives and residual values of the assets. The useful economic lives and residual values are reassessed annually. They are amended when necessary to reflect current estimates, based on technological advancement, future investments, economic utilisation and the physical condition of the assets. See note 14 for the carrying amount of the tangible assets, and accounting policy note 2.15 for the useful economic lives of each class of asset.

Page 25

NCHAIN UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

4.	Turnover
		2024	2023
		£	£

	Sales	6,909,262	26,015,932

Analysis of turnover by country of destination:

					2024	2023
					£	£

United Kingdom	962,035	512,655
Rest of the world	5,947,227	25,503,277
	6,909,262	26,015,932

5.	Other operating income
		2024	2023
		£	£

	Sundry income	1,381,461	-

Research & development charged as an expense	9,029,530	7,102,378
Exchange differences	(200,495)	436,494
Other operating lease rentals	577,533	536,886
Depreciation	343,296	357,871
Share-based payments	(4,418,628)	(625,162)
Impairment on investments and goodwill	3,888,304	2,000,000
Loss on disposal of investments	171,040	-

Page 26

NCHAIN UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

Fees payable to the Company's auditors for the audit of the consolidated and parent Company's financial statements	46,800	42,500
Fees payable to the Company's auditors in respect of:
The auditing of accounts of associates of the Company	12,100	19,000
Taxation compliance services	5,500	5,000

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

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


Wages and salaries	9,234,894	10,985,847	8,665,554	10,343,179
Social security costs	442,902	836,173	381,138	768,551
Cost of defined contribution scheme	429,641	541,727	420,976	529,117
	10,107,437	12,363,747	9,467,668	11,640,847

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

	Group	Group	Company	Company
	2024	2023	2024	2023
	No.	No.	No.	No.

Employees	118	117	107	103
Directors	2	2	1	1

	120	119	108	104

Page 27

NCHAIN UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

9.	Directors' remuneration
		2024	2023
		£	£

Directors' emoluments	8,333	228,750
Group contributions to defined contribution pension schemes	-	15,055
	8,333	243,805

During the year retirement benefits were accruing to no directors (2023 - 1) in respect of defined contribution pension schemes.

10.	Interest receivable
		2024	2023
		£	£

Interest receivable from group companies	341,062	205,097
Other interest receivable	127,792	90,338
	468,854	295,435

11.	Interest payable and similar expenses
		2024	2023
		£	£

Loans from group undertakings

662,046

380,473



Total current tax	-	-

	Deferred tax
	Total deferred tax	-	-


	Taxation on profit on ordinary activities	-	-

Page 28

NCHAIN UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

12.Taxation (continued)

Loss on ordinary activities before tax

(16,575,798)

(9,218,832)

Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 23.5%)	(4,143,950)	(2,166,426)
Effects of:
Expenses not deductible for tax purposes, other than goodwill amortisation and impairment	794,278	626,832
Capital allowances for year in excess of depreciation	46,055	(142)
Share option expense	(1,103,943)	-
Unrelieved tax losses carried forward	4,407,560	1,539,736
Total tax charge for the year	-	-

Factors that may affect future tax charges

There were no factors that may affect future tax charges.

Page 29

NCHAIN UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

13.	Intangible assets
	Group

		Goodwill
		£
	Cost
	At 1 January 2024	717,766
	At 31 December 2024	717,766
	Amortisation
	At 1 January 2024	65,795
	Charge for the year	71,777
	Impairment charge	580,194
	At 31 December 2024	717,766
	Net book value
	At 31 December 2024	-
	At 31 December 2023	651,971

Goodwill arose on the acquisition of Block Dojo Limited on 1 February 2023.

Page 30

NCHAIN UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

14.	Tangible fixed assets
	Group

	Fixtures and fittings	Computer equipment	Total
	£	£	£
Cost
At 1 January 2024	919,962	908,316	1,828,278
Additions	189,373	135,185	324,558
At 31 December 2024	1,109,335	1,043,501	2,152,836
Depreciation
At 1 January 2024	551,234	556,376	1,107,610
Charge for the year on owned assets	177,541	165,755	343,296
At 31 December 2024	728,775	722,131	1,450,906
Net book value
At 31 December 2024	380,560	321,370	701,930
At 31 December 2023	368,729	351,940	720,669

Page 31

NCHAIN UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

14.Tangible fixed assets (continued)

	Company

	Fixtures and fittings	Computer equipment	Total
	£	£	£
Cost
At 1 January 2024	918,132	898,294	1,816,426
Additions	189,373	135,185	324,558
At 31 December 2024	1,107,505	1,033,479	2,140,984
Depreciation
At 1 January 2024	550,906	552,128	1,103,034
Charge for the year on owned assets	177,083	163,249	340,332
At 31 December 2024	727,989	715,377	1,443,366
Net book value
At 31 December 2024	379,516	318,102	697,618
At 31 December 2023	367,226	346,166	713,392

Page 32

NCHAIN UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

15.	Fixed asset investments
	Group

	Unlisted investments	Other fixed asset investments	Total
	£	£	£
Cost or valuation
At 1 January 2024	317,643	12,757,269	13,074,912
Additions	245,700	-	245,700
Disposals	(171,040)	(7,334,635)	(7,505,675)
Foreign exchange movement	-	(173,474)	(173,474)
At 31 December 2024	392,303	5,249,160	5,641,463
Impairment
At 1 January 2024	-	2,000,000	2,000,000
Charge for the period	58,950	3,249,160	3,308,110
At 31 December 2024	58,950	5,249,160	5,308,110
Net book value
At 31 December 2024	333,353	-	333,353
At 31 December 2023	317,643	10,757,269	11,074,912

Page 33

NCHAIN UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

	Company

	Investments in subsidiary companies	Other fixed asset investments	Total
	£	£	£
Cost or valuation
At 1 January 2024	1,633,333	12,757,269	14,390,602
Disposals	-	(7,334,635)	(7,334,635)
Foreign exchange movement	-	(173,474)	(173,474)
At 31 December 2024	1,633,333	5,249,160	6,882,493
Impairment
At 1 January 2024	1,633,333	2,000,000	3,633,333
Charge for the period	-	3,249,160	3,249,160
At 31 December 2024	1,633,333	5,249,160	6,882,493
Net book value
At 31 December 2024	-	-	-
At 31 December 2023	-	10,757,269	10,757,269

16.	Stocks
		Group	Group	Company	Company
		2024	2023	2024	2023
		£	£	£	£

	Digital assets	22,909	58,959	22,909	58,959

Page 34

NCHAIN UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

17.	Debtors
		Group	Group	Company	Company
		2024	2023	2024	2023
		£	£	£	£

Due after more than one year
Amounts owed by group undertakings	-	29,835,543	1	17,361,831
Other debtors	940,288	724,005	940,288	724,005
	940,288	30,559,548	940,289	18,085,836

Amounts owed by group in prior year beared interest at 15% per annum, were unsecured and was repayable in March 2027. The loan is disclosed as due within one year in the current year.

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

Due within one year
Trade debtors	282,114	3,346,347	280,914	3,344,547
Amounts owed by group undertakings	26,333,047	86,024	26,333,047	12,559,736
Other debtors	1,216,716	368,690	1,168,824	335,108
Prepayments and accrued income	550,962	749,133	547,920	739,872
	28,382,839	4,550,194	28,330,705	16,979,263

Amounts owed by group in the current year bear interest at 1.5% per annum, are unsecured and repayable on demand. The loan is disclosed as due within more one year in the prior year.

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

	Cash at bank and in hand	1,457,763	4,177,901	1,386,746	4,030,133

Page 35

NCHAIN UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

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

Trade creditors	285,368	611,030	280,214	579,037
Amounts owed to group undertakings	60,162,900	56,550,586	60,162,899	56,550,585
Corporation tax	2,276	2,276	2,276	2,276
Other taxation and social security	362,387	297,027	330,740	279,148
Other creditors	131,922	112,056	130,637	110,274
Accruals and deferred income	1,156,859	3,247,536	1,125,422	3,245,299
	62,101,712	60,820,511	62,032,188	60,766,619

Amounts owed to group undertakings bear interest at 1.5% per annum, are unsecured and repayable on demand.

20.	Creditors: Amounts falling due after more than one year
		Group	Group	Company	Company
		2024	2023	2024	2023
		£	£	£	£

	Accruals and deferred income	262,515	504,362	262,515	504,365

21.	Share capital
		2024	2023
		£	£

Allotted, called up and fully paid

1,250 (2023 - 1,250) Ordinary shares of £0.001 each	1	1

Page 36

NCHAIN UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

22.

Reserves

Share premium account

Included in the share premium account are all amounts paid for shares above their nominal value.

Other reserves

Other reserves consist of the fair value of share options issued as part of the share based payment schemes run by the parent company.

Profit and loss account

Includes all current and prior period retained profits and losses.

Page 37

NCHAIN UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

23.	Share-based payments
	During 2022 the ultimate parent company, HEH Holding AG granted 414,457 share options to ten nChain UK Limited employees. During the year the scheme was cancelled.
		Weighted average exercise price (pence) 2024	Number 2024	Weighted average exercise price (pence) 2023	Number 2023

Outstanding at the beginning of the year	0.1	28,740	0.1	419,846
Granted during the year		-	0	-
Forfeited during the year	0.1	(28,740)	0.1	(391,106)
Outstanding at the end of the year		-	0.1	28,740

Financial Impact
The income recognised for share based payments in respect of services received during the period to 31 December 2024 is £4,418,628 (2023: £625,162).
Information on measurement of fair value of share based payments
The fair value of employees share options is measured using a binomial model. Measurement inputs include the share price on the measurement date, the exercise price of the instrument, expected volatility, expected term of the instruments, expected dividends, and the risk-free interest rate.
The parameters used in the measurement of the fair values at grant date of the equity-settled share based payments were as follows:

					2024	2023

	Weighted average share price (CHF)		55.67
	Exercise price (CHF)		.01
	Weighted average contractual life (days)		865
	Expected volatility		140%
	Expected dividend growth rate		0%
	Risk-free interest rate		1.61%

24.	Contingent liabilities

The Company has ongoing legal matters with individuals who were previously employed with the Company. Where future costs can be reliably anticipated, these have been included in these accounts. Where no future costs are expected or cannot be reliably measured, no adjustment has been made.

Page 38

NCHAIN UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

25.	Pension commitments

The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £429,641 (2023 - £529,117). Contributions totalling £56,750 (2023 - £83,605) were payable to the fund at the reporting date and are included in creditors.

26.	Commitments under operating leases
	At 31 December 2024 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
		Group	Group	Company	Company
		2024	2023	2024	2023
		£	£	£	£

Not later than 1 year	660,036	675,036	630,036	675,036
Later than 1 year and not later than 5 years	3,150,180	3,150,180	3,150,180	3,150,180
Later than 5 years	-	630,036	-	630,036
	3,810,216	4,455,252	3,780,216	4,455,252

27.

Related party transactions

Where possible, the company has taken advantage of the exemption conferred by Section 33.1A of Financial Reporting Standard number 102: Related Party Disclosures, from the requirement to disclose transactions with other wholly-owned group undertakings.
Key management remuneration has been disclosed in note 8.
Loans receivable of £NIL (2023: £2,187,673) was due from associated companies to the Company at year end. Interest of £127,972 (2023: £65,907) was received from these associated companies during the year.

28.	Post balance sheet events

The Company sold its trade and assets to Teranode Limited on 01/01/2025.

29.	Controlling party

The immediate parent company is nChain AG, a company incorporated in Switzerland.
The ultimate controlling party is DW Discovery Selection Fund.

Page 39