ACCOUNTS - Final Accounts preparation

Operating (loss)/profit

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

Registered number: 09325294

BLOCKCHAIN (GB) LIMITED

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

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	HT Digital Ltd
	Chartered Accountants & Statutory Auditors
	101 New Cavendish Street
	1st Floor South
	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 - 45

BLOCKCHAIN (GB) LIMITED

GROUP STRATEGIC REPORT

FOR THE YEAR ENDED 31 DECEMBER 2025

Introduction

Blockchain (GB) Limited (“the Company”) was incorporated on 24 November 2014. 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 2025, the Group recognised total revenue of £13,435,188, compared to £20,605,867 as of 31 December 2024.

As at 31 December 2025, the Group held £7,717,774 of cash, compared to £8,799,119 as at 31 December 2024.

As at 31 December 2025, the Group had net liabilities of £30,114,931, compared to £930,122 as at 31 December 2024.

The average number of employees employed during the year was 98, compared to 81 during the year ended 31 December 2024.

Page 1

BLOCKCHAIN (GB) LIMITED

GROUP STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2025

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 the long 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 2025 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 2025 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 28 September 2026 and signed on its behalf.

N Cary

Director

Page 2

BLOCKCHAIN (GB) LIMITED

DIRECTORS' REPORT

FOR THE YEAR ENDED 31 DECEMBER 2025

The Directors present their report and the financial statements for the year ended 31 December 2025.

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 loss for the year, after taxation, amounted to £28,926,748 (2024 - profit £614,076).

During 2025 and 2024, dividends were neither proposed nor paid.

Directors

The directors who served during the year were:

N Cary (appointed 10 February 2015)
A Turnbull (appointed 24 November 2022)

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 2025

Auditors

The auditors, HT Digital Ltd, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board on 28 September 2026 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 2025, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Analysis of Net Debt, 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 2025 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

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:

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

HT Digital Ltd

Chartered Accountants & Statutory Auditors

101 New Cavendish Street

1st Floor South

London

W1W 6XH

28 September 2026

Page 8

BLOCKCHAIN (GB) LIMITED

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2025

	2025	2024
Note	£	£


Turnover	4	13,435,188	20,605,867
Cost of sales		(14,853,173)	-
Gross (loss)/profit		(1,417,985)	20,605,867
Administrative expenses		(28,142,351)	(19,886,260)
Other operating income	5	432,046	312,317
Fair value movements		(339)	-
Other operating charges		(142,632)	792
Operating (loss)/profit	6	(29,271,261)	1,032,716
Interest payable and similar expenses	10	-	(15)
Other finance expense		(97,106)	(14,216)
(Loss)/profit before taxation		(29,368,367)	1,018,485
Tax on (loss)/profit	11	441,619	(404,409)
(Loss)/profit for the financial year		(28,926,748)	614,076


Unrealised surplus on revaluation of intangible assets	14,327	26,001
Currency translation differences on foreign operations	(315,569)	(1,267)
Other comprehensive income for the year	(301,242)	24,734
Total comprehensive income for the year	(29,227,990)	638,810

(Loss)/profit for the year attributable to:
Owners of the Parent Company	(28,926,748)	614,076
	(28,926,748)	614,076

The notes on pages 19 to 45 form part of these financial statements.

Page 9

BLOCKCHAIN (GB) LIMITED

REGISTERED NUMBER: 09325294

CONSOLIDATED BALANCE SHEET

AS AT 31 DECEMBER 2025

		2025		2024
Note		£		£

Fixed assets
Intangible assets	12		71,340		77,921
Tangible assets	13		65,289		138,917
Investments	14		92,054		87,242
Debtors: amounts falling due after more than one year	15		4,017,316		3,408,630
			4,245,999		3,712,710
Current assets
Debtors: amounts falling due within one year	15	186,419,384		165,910,733
Cash at bank and in hand	16	7,717,774		8,799,119
		194,137,158		174,709,852
Creditors: amounts falling due within one year	17	(228,498,088)		(179,352,685)
Net current liabilities			(34,360,930)		(4,642,832)
Total assets less current liabilities			(30,114,931)		(930,122)
Net liabilities			(30,114,931)		(930,122)

Capital and reserves
Called up share capital	19	1	1
Share premium account		659,999	659,999
Revaluation reserve		91,741	77,414
Capital redemption reserve		16,027,860	16,520,278
Foreign exchange reserve		(316,891)	(1,322)
Profit and loss account		(46,577,641)	(18,186,492)
Equity attributable to owners of the Parent Company		(30,114,931)	(930,122)
		(30,114,931)	(930,122)

Page 10

BLOCKCHAIN (GB) LIMITED

REGISTERED NUMBER: 09325294

CONSOLIDATED BALANCE SHEET (CONTINUED)

AS AT 31 DECEMBER 2025

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 28 September 2026.

N Cary

Director

The notes on pages 19 to 45 form part of these financial statements.

Page 11

BLOCKCHAIN (GB) LIMITED

REGISTERED NUMBER: 09325294

COMPANY BALANCE SHEET

AS AT 31 DECEMBER 2025

		2025		2024
Note		£		£

Fixed assets
Intangible assets	12		68,741		77,921
Tangible assets	13		65,289		138,917
Investments	14		8,677		8,486
Debtors: amounts falling due after more than one year	15		3,973,650		3,405,775
			4,116,357		3,631,099
Current assets
Debtors: amounts falling due within one year	15	180,223,979		163,574,284
Cash at bank and in hand	16	7,717,774		8,748,933
		187,941,753		172,323,217
Creditors: amounts falling due within one year	17	(222,386,225)		(177,204,077)
Net current liabilities			(34,444,472)		(4,880,861)
Total assets less current liabilities			(30,328,115)		(1,249,762)


Net liabilities			(30,328,115)		(1,249,762)

Capital and reserves
Called up share capital	19		1		1
Share premium account			659,999		659,999
Revaluation reserve			91,741		77,414
Capital redemption reserve			16,027,860		16,520,278
Profit and loss account brought forward		(18,507,454)		(18,443,575)
(Loss)/profit for the year		(29,135,861)		634,337
Other changes in the profit and loss account		535,599		(698,216)
Profit and loss account carried forward			(47,107,716)		(18,507,454)
			(30,328,115)		(1,249,762)

Page 12

BLOCKCHAIN (GB) LIMITED

REGISTERED NUMBER: 09325294

COMPANY BALANCE SHEET (CONTINUED)

AS AT 31 DECEMBER 2025

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 28 September 2026.

N Cary

Director

The notes on pages 19 to 45 form part of these financial statements.

Page 13


		BLOCKCHAIN (GB) LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2025

	Called up share capital	Share premium account	Capital redemption reserve as restated	Revaluation reserve	Foreign exchange reserve	Profit and loss account as restated	Equity attributable to owners of Parent Company	Total equity
	£	£	£	£	£	£	£	£
At 1 January 2025 as restated	1	659,999	16,520,278	77,414	(1,322)	(18,186,492)	(930,122)	(930,122)
Comprehensive income for the year
Loss for the year	-	-	-	-	-	(28,926,748)	(28,926,748)	(28,926,748)
Surplus on revaluation of other intangible assets	-	-	-	14,327	-	-	14,327	14,327
Foreign exchange movement	-	-	-	-	(315,569)	-	(315,569)	(315,569)
Total comprehensive income for the year	-	-	-	14,327	(315,569)	(28,926,748)	(29,227,990)	(29,227,990)
Effects of prior year tax credit	-	-	(492,418)	-	-	535,599	43,181	43,181
At 31 December 2025	1	659,999	16,027,860	91,741	(316,891)	(46,577,641)	(30,114,931)	(30,114,931)

The notes on pages 19 to 45 form part of these financial statements.

Page 14


		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 as restated	Revaluation reserve	Foreign exchange reserve	Profit and loss account as restated	Total equity
	£	£	£	£	£	£	£
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 intangible assets	-	-	-	26,001	-	-	26,001
Foreign exchange movement	-	-	-	-	(1,267)	-	(1,267)
Prior year adjustment	-	-	698,216	-	-	(698,216)	-
Total comprehensive income for the year	-	-	698,216	26,001	(1,267)	(84,140)	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 as restated	1	659,999	16,520,278	77,414	(1,322)	(18,186,492)	(930,122)

The notes on pages 19 to 45 form part of these financial statements.

Page 15


		BLOCKCHAIN (GB) LIMITED

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2025

	Called up share capital	Share premium account	Capital redemption reserve as restated	Revaluation reserve	Profit and loss account as restated	Total equity
	£	£	£	£	£	£
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 intangible assets	-	-	-	26,001	-	26,001
Prior year adjustment	-	-	698,216	-	(698,216)	-
Total comprehensive income for the year	-	-	698,216	26,001	(63,879)	660,338
Share based payment expense	-	-	1,654,736	-	-	1,654,736

At 1 January 2025 as restated	1	659,999	16,520,278	77,414	(18,507,454)	(1,249,762)
Comprehensive income for the year
Loss for the year	-	-	-	-	(29,135,861)	(29,135,861)
Surplus on revaluation of other intangible assets	-	-	-	14,327	-	14,327
Total comprehensive income for the year	-	-	-	14,327	(29,135,861)	(29,121,534)
Effects of prior year tax credit	-	-	(492,418)	-	535,599	43,181
At 31 December 2025	1	659,999	16,027,860	91,741	(47,107,716)	(30,328,115)

Page 16

BLOCKCHAIN (GB) LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 DECEMBER 2025

			2025	2024
			£	£

Cash flows from operating activities
(Loss)/profit for the financial year	(28,926,748)	614,076
Adjustments for:
Depreciation of tangible assets	73,627	139,497
Taxation charge	(441,619)	404,409
(Increase) in debtors	(1,748,110)	(825,400)
(Increase) in amounts owed by groups	(19,696,990)	(35,392,285)
(Decrease)/increase in creditors	(1,203,493)	1,462,320
Increase in amounts owed to groups	50,343,762	31,550,831
Net fair value losses/(gains) recognised in P&L	-	(26,001)
Other non-cash movements	(82,486)	(163,651)
Corporation tax (paid)	(629,723)	(554,774)
Foreign exchange	(1,147,215)	223,692
Share based payments expense	2,123,358	1,654,736
SBP exercised	-	(60,659)
Net cash used in operating activities	(1,335,637)	(973,209)

Cash flows from investing activities
Purchase of intangible fixed assets	(492,226)	(21,047)
Sale of intangible assets	513,134	-
Purchase of tangible fixed assets	-	(150)
Sale of tangible fixed assets	-	134,263
(Purchase)/Sale of unlisted and other investments	(4,812)	9,417
Interest received	238,196	53,827
Net cash from investing activities	254,292	176,310

Net (decrease) in cash and cash equivalents	(1,081,345)	(796,899)
Cash and cash equivalents at beginning of year	8,799,119	9,596,018
Cash and cash equivalents at the end of year	7,717,774	8,799,119

Cash and cash equivalents at the end of year comprise:
Cash at bank and in hand	7,717,774	8,799,119
	7,717,774	8,799,119

Page 17

BLOCKCHAIN (GB) LIMITED

CONSOLIDATED ANALYSIS OF NET DEBT

FOR THE YEAR ENDED 31 DECEMBER 2025


At 1 January 2025	Cash flows	At 31 December 2025
£	£	£

Cash at bank and in hand	8,799,119	(1,081,345)	7,717,774
	8,799,119	(1,081,345)	7,717,774

The notes on pages 19 to 45 form part of these financial statements.

Page 18

BLOCKCHAIN (GB) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

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 2025, 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 24 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 consolidated 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.

Page 19

BLOCKCHAIN (GB) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.3

Going concern

The Company incurred a loss for the year and had net liabilities at 31 December 2025. In assessing the appropriateness of the going concern basis, the Directors have considered the Company’s financial position, cash flow forecasts and its reliance on financial support from the wider Group.

The Parent Company has confirmed its intention to provide financial support to enable the Company to meet its liabilities as they fall due. This support is supplemented by a deed poll guarantee issued by the Parent Company, pursuant to which it guarantees the financial obligations of the Company.

Having considered the Parent Company’s ability to provide this support, the Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for at least 12 months from the date of approval of these financial statements. Accordingly, the financial statements have been prepared on a going concern basis.

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.

Page 20

BLOCKCHAIN (GB) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

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.

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

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.

Page 21

BLOCKCHAIN (GB) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

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.

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.

Page 22

BLOCKCHAIN (GB) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.11

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:

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.

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.

Page 23

BLOCKCHAIN (GB) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

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.

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.

Page 24

BLOCKCHAIN (GB) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

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 assets

All recognised financial assets are subsequently measured in their entirety at amortised cost, fair value through other comprehensive income, or fair value through profit or loss, depending on the classification of the financial assets.

Fair value through profit or loss

All of the Group's financial assets other than those which meet the criteria to be measured at amortised cost or fair value through other comprehensive income are subsequently measured at fair value at the end of each reporting period, with any fair value gains or losses being recognised in profit or loss to the extent they are not part of a designated hedging relationship. The net gain or loss recognised in profit or loss includes any dividend or interest earned on the financial asset.

Impairment of financial assets

Impairment losses on financial assets are recognised using the expected credit loss (ECL) model at each reporting date. Expected credit losses represent a probability-weighted estimate of credit losses and incorporate historical experience, current conditions and forward-looking information, including macroeconomic factors, discounted at the asset’s original effective interest rate.

For trade debtors and contract assets, the simplified approach is applied and lifetime expected credit losses are recognised from initial recognition.

For other financial assets, a loss allowance equal to 12-month expected credit losses is recognised on initial recognition. Where credit risk has increased significantly since initial recognition, or where the asset is credit-impaired, lifetime expected credit losses are recognised.

Loss allowances are recognised in profit or loss through an allowance account and are reversed where appropriate if credit risk improves, subject to the carrying amount not exceeding the amount that would have been recognised had no impairment occurred.

Financial liabilities

Financial liabilities are classified as either measured at amortised cost or fair value through profit or loss. Financial liabilities held for trading, derivative liabilities, and liabilities designated at FVTPL are measured at fair value with changes recognised in profit or loss. All other financial liabilities are subsequently measured at amortised cost using the effective interest method.

Derecognised assets/liabilities

Derecognition of financial instruments

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flows expire, or are settled, or when the Group transfers the asset and substantially all the risks and rewards of

Page 25

BLOCKCHAIN (GB) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.18

Financial instruments (continued)

ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Group will continue to recognise the value of the portion of the risks and rewards retained.

Derecognition of financial liabilities

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

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

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

The Company’s critical accounting judgments and estimates include the following:

• Impairment of Non-Financial Assets: The Company assesses impairment of non-financial assets, including digital assets, regularly and at least on each reporting date by evaluating conditions specific to the Company and to the particular asset that may lead to impairment. If an impairment trigger exists, the recoverable amount of the asset is determined, which is primarily based on an observable fair value of an asset less cost of disposal, if any, and incorporates a number of key estimates and assumptions.

• Investments: The most critical estimates and assumptions for investments relate to the determination of carrying value of unlisted investments at fair value through profit and loss. In determining this amount, the Company applies the overriding concept that fair value is the amount for which an asset can be exchanged between knowledgeable willing parties in an arm’s length transaction. The nature, facts and circumstance of the investment drives the valuation methodology.

Page 26

BLOCKCHAIN (GB) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

Turnover

An analysis of turnover by class of business is as follows:
	2025	2024
	£	£

Revenue from group undertakings	13,435,188	20,605,867
	13,435,188	20,605,867

Analysis of turnover by country of destination:

					2025	2024
					£	£

United Kingdom	9,110,070	18,005,995
France	4,325,118	2,599,872
	13,435,188	20,605,867

5.	Other operating income
		2025	2024
		£	£

Other operating income	432,046	312,317
	432,046	312,317

Exchange differences

(1,213,265)

339,795

Page 27

BLOCKCHAIN (GB) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

Fees payable to the Company's auditors for the audit of the consolidated and Parent Company's financial statements	56,650	55,000
Non-audit fees payable	9,270	-
Total	65,920	55,000

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

Group	Group	Company	Company
2025	2024	2025	2024
£	£	£	£


Staff salaries	14,719,063	9,836,618	12,645,160	8,626,518
Social security costs	2,611,070	1,411,563	2,043,451	1,069,469
Staff pension costs	570,668	363,025	346,465	226,621
	17,900,801	11,611,206	15,035,076	9,922,608

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

	2025	2024
	No.	No.

Average number of employees	98	81

Page 28

BLOCKCHAIN (GB) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

9.	Directors' remuneration
		2025	2024
		£	£

Directors' emoluments	941,666	1,326,784
Directors gains on long term incentive schemes	26,696	124,789
Group contributions to defined contribution pension schemes	17,867	34,800
	986,229	1,486,373

The highest paid director received remuneration of £765,032 (2024 - £498,430).

During the financial year ended 31 December 2025, directors exercised 44,196 share options in aggregate, with an intrinsic value on exercise of £76,396.

10.	Interest payable and similar expenses
		2025	2024
		£	£

	Bank interest payable	-	15
	Total	-	15

Page 29

BLOCKCHAIN (GB) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

Corporation tax
Current tax on profits for the year	-	629,722
	-	629,722
Foreign tax
Foreign tax on income for the year	102,405	69,856
	102,405	69,856
Total current tax	102,405	699,578

Deferred tax
Deferred tax - current year movement	(544,024)	(295,169)
Total deferred tax	(544,024)	(295,169)


	Tax on (loss)/profit	(441,619)	404,409

Page 30

BLOCKCHAIN (GB) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

11.Taxation (continued)

(Loss)/profit on ordinary activities before tax

(29,368,367)

1,018,485

(Loss)/profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%)	(7,342,092)	254,621
Effects of:
Book depreciation	19,524	139,499
Capital allowances for year in excess of depreciation	(61,946)	(161,105)
Unrealised foreign exchange gains/(losses)	(269,180)	116,237
Taxes in other jurisdictions	102,405	155,762
Movement in deferred tax	(544,024)	(295,169)
Fair market value and impairment adjustments	(1,117)	(42,506)
Other income not taxable	(70,821)	(46,159)
Federal deferred tax	72,672	77,808
Share based payment tax impact	422,369	-
Other movement	269,376	205,421
Unrelieved tax losses carried forward	6,961,215	-
Total tax charge for the year	(441,619)	404,409

Factors that may affect future tax charges

There were no factors that may affect future tax charges.

Page 31

BLOCKCHAIN (GB) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

12.	Intangible assets
	Group

		Crypto currency and other digital assets
		£
	Cost
	At 1 January 2025	77,921
	Additions	492,226
	Disposals	(513,134)
	Revaluation surplus	14,327
	At 31 December 2025	71,340

	Net book value
	At 31 December 2025	71,340
	At 31 December 2024	77,921

Page 32

BLOCKCHAIN (GB) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

12.Intangible assets (continued)

	Company

		Crypto currency and other digital assets
		£
	Cost
	At 1 January 2025	77,921
	Additions	489,627
	Disposals	(513,134)
	Revaluation surplus	14,327
	At 31 December 2025	68,741

	Net book value
	At 31 December 2025	68,741
	At 31 December 2024	77,921

Page 33

BLOCKCHAIN (GB) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

13.	Tangible fixed assets
	Group

	Long-term leasehold property	Fixtures and fittings	Computer equipment	Total
	£	£	£	£
Cost or valuation
At 1 January 2025	1,495,194	285,458	1,145,429	2,926,081
At 31 December 2025	1,495,194	285,458	1,145,429	2,926,081
Depreciation
At 1 January 2025	1,415,371	283,378	1,088,416	2,787,165
Charge for the year on owned assets	37,937	2,080	33,610	73,627
At 31 December 2025	1,453,308	285,458	1,122,026	2,860,792
Net book value
At 31 December 2025	41,886	-	23,403	65,289
At 31 December 2024	79,824	2,080	57,013	138,917

Page 34

BLOCKCHAIN (GB) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

13.Tangible fixed assets (continued)

	Company

	Long-term leasehold property	Fixtures and fittings	Computer equipment	Total
	£	£	£	£
Cost or valuation
At 1 January 2025	1,495,194	285,458	1,145,429	2,926,081
At 31 December 2025	1,495,194	285,458	1,145,429	2,926,081
Depreciation
At 1 January 2025	1,415,371	283,378	1,088,416	2,787,165
Charge for the year on owned assets	37,937	2,080	33,610	73,627
At 31 December 2025	1,453,308	285,458	1,122,026	2,860,792
Net book value
At 31 December 2025	41,886	-	23,403	65,289
At 31 December 2024	79,824	2,080	57,013	138,917

Page 35

BLOCKCHAIN (GB) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

14.	Investments
	Group

		Unlisted investments
		£
	Cost or valuation
	At 1 January 2025	87,242
	Additions	4,812
	At 31 December 2025	92,054

	Net book value
	At 31 December 2025	92,054
	At 31 December 2024	87,242

	Company

		Unlisted investments
		£
	Cost or valuation
	At 1 January 2025	8,486
	Foreign exchange movement	191
	At 31 December 2025	8,677

	Net book value
	At 31 December 2025	8,677
	At 31 December 2024	8,486

Page 36

BLOCKCHAIN (GB) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

Subsidiary undertakings
The following were subsidiary undertakings of the Company:
Name	Registered office	Class of shares	Holding

	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 2025 and the profit or loss for the year ended on that date for the subsidiary undertakings were as follows:
Name	Aggregate of share capital and reserves	Profit/(Loss)
	£	£

	Magic Carpet AI Limited	65,273	(870)
	Blockchain.com FR SAS	889,253	812,509

Page 37

BLOCKCHAIN (GB) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

15.	Debtors
		Group	Group	Company	Company
		2025	2024	2025	2024
		£	£	£	£

Due after more than one year
Trade debtors	-	26,481	-	26,481
Amounts owed by group undertakings	-	2,855	-	-
Other debtors	1,028,917	963,843	1,014,175	963,843
Prepayments and accrued income	28,924	-	-	-
Deferred tax asset	2,959,475	2,415,451	2,959,475	2,415,451
	4,017,316	3,408,630	3,973,650	3,405,775

Group	Group	Company	Company
2025	2024	2025	2024
£	£	£	£

Due within one year
Amounts owed by group undertakings	184,765,691	165,065,846	178,687,069	162,906,095
Other debtors	607,168	534,337	490,385	357,639
Prepayments and accrued income	487,321	310,550	487,321	310,550
Tax recoverable	559,204	-	559,204	-
	186,419,384	165,910,733	180,223,979	163,574,284

Page 38

BLOCKCHAIN (GB) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

16.	Cash and cash equivalents
		Group	Group	Company	Company
		2025	2024	2025	2024
		£	£	£	£

Cash at bank and in hand	7,717,774	8,799,119	7,717,774	8,748,933
	7,717,774	8,799,119	7,717,774	8,748,933

17.	Creditors: Amounts falling due within one year
		Group	Group	Company	Company
		2025	2024	2025	2024
		£	£	£	£

Trade creditors	12,309	43,455	-	-
Amounts owed to group undertakings	226,369,054	176,025,294	220,619,983	174,171,645
Corporation tax	36,563	900,507	69	900,507
Other taxation and social security	121,264	99,161	-	-
Other creditors	633,970	625,551	472,058	503,304
Accruals and deferred income	1,324,928	1,658,717	1,294,115	1,628,621
	228,498,088	179,352,685	222,386,225	177,204,077

18.	Deferred taxation
	Group

		2025
		£

	At beginning of year	(2,415,451)
	Charged to profit or loss	(544,024)
	At end of year	(2,959,475)

Page 39

BLOCKCHAIN (GB) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

18.Deferred taxation (continued)

Company

		2025
		£

	At beginning of year	(2,415,451)
	Charged to profit or loss	(544,024)
	At end of year	(2,959,475)

Group	Group	Company	Company
2025	2024	2025	2024
£	£	£	£

	Origination and reversal of timing differences	(2,959,475)	(2,415,451)	(2,959,475)	(2,415,451)
		(2,959,475)	(2,415,451)	(2,959,475)	(2,415,451)

19.	Share capital
		2025	2024
		£	£

Allotted, called up and fully paid

1 (2024 - 1) Ordinary shares of £1.00 each	1	1

The ordinary shares shall be non-redeemable but shall hold full rights in respect of voting, and shall entitle the holder to full participation in respect of equity and in the event of a winding up of the company. The shares may be considered by the directors when considering dividends from time to time.

Page 40

BLOCKCHAIN (GB) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

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 comparative figures have been restated. The population of options attributable to the Group is now identified from the legal entity recorded against each option holder rather than by manually matching option holders to a schedule of Group employees. The number of options reported as outstanding at 31 December 2024 has increased from 4,963,335 to 4,977,242, and the number reported as exercisable at that date has reduced from 4,333,612 to 4,054,987. The related effect on the share-based payment charge for periods up to 31 December 2024 has been recognised in the 2024 restated comparative figures, as explained below. The following table illustrates the number and weighted average exercise price (“WAEP”) of, and movements in, share options during the year:
The number and weighted average exercised price of share options during the year are as follows:
	Weighted average exercise price(GBP) 2025	Number 2025	Weighted average exercise price(GBP) 2024 restated	Number 2024 restated

Outstanding at the beginning of the year	0.41	4,977,242	0.87	3,786,279
Granted during the year	1.01	965,500	0.43	2,657,734
Forfeited during the year	0.45	(244,026)	1.74	(494,180)
Exercised during the year	0.25	(2,471,984)	0.57	(124,024)
Expired during the year	1.14	(133,998)	1.74	(848,567)
Outstanding at the end of the year	0.64	3,092,734	0.41	4,977,242

Page 41

BLOCKCHAIN (GB) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

20.Share-based payments (continued)

Of the total number of options outstanding at 31 December 2025, 2,127,730 (2024 restated, 4,054,987), had vested and were exercisable with a weighted average exercise price of £0.63 (2024 restated, £0.40). The weighted average remaining contractual life of options outstanding at 31 December 2025 was 6.69 years (2024 restated, 5.09 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 2025 was £0.83 (2024 restated, £0.25). The following information was used in this valuation.

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BLOCKCHAIN (GB) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

20.Share-based payments (continued)

					2025	2024 restated

Weighted average share price (£)	1.01	0.24
Exercise price (£)	0.65 - 2.10	0.44
Weighted average contractual life (years)	5.00 - 6.07	5.00 - 6.05
Expected volatility	101.38% - 107.82%	108.42% - 111.74%
Expected dividend growth rate	0%	0%
Risk-free interest rate	3.56% - 4.05%	3.58% - 4.65%

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.

During the year an employee of the Group sold ordinary shares in the Parent to a third party at a price above fair value, in a transaction facilitated by the Group. The excess of the price paid over fair value has been treated as consideration for services provided to the Group, and a share-based payment charge of £1,531,293 recognised.

					2025	2024 restated
					£	£

Equity-settled schemes - share options	592,065	1,654,736
Equity-settled schemes - share transfers with related parties	1,531,293	-
Prior years adjustments restated	-	698,216
	2,123,358	2,352,952

The comparative figures have been restated to reflect £698,216 of share-based payment charges relating to earlier years. During the year the Group automated the allocation of share options to legal entities within its equity management system, replacing the manual allocation applied previously, and this changed the charge attributable to the Group for the four years ended 31 December 2024. Accordingly, the cumulative adjustment has been recognised in the 2024 restated comparative figures rather than in the current-year charge. Excluding the charge arising on share transfers with related parties, the charge in respect of awards vesting during the year was £592,065.

21.	Commitments under operating leases

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

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BLOCKCHAIN (GB) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

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 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 Suite 3119, 9 Forum Lane, Camana Bay, George Town, Grand Cayman, KY1-9006, 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 9. 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.

Impact on equity
Closing retained earnings at 31 December 2024 as previously reported	(17,488,276)	(17,809,238)
Prior year adjustment	(698,216)	(698,216)
Restated closing retained earnings	(18,186,492)	(18,507,454)

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BLOCKCHAIN (GB) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025


					Group 2024	Company 2024
					£	£

Impact on reserves
Opening capital redemption reserve per prior year signed audited financial statements	15,822,062	15,822,062
Prior year adjustment	698,216	698,216
Restated opening capital redemption reserve	16,520,278	16,520,278

24.	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.

25.	Subsidiary Audit Exemption Guarantee

The company has issued guarantees under section 479C of the Companies Act 2006 in respect of 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 2025. 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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