The directors present the Strategic Report of Rockwallet Holdings Limited (the "Company") and its subsidiary undertakings (together referred to as the "Group") for the year ended 31 December 2025.
As of 31 December 2025, the group had £2.4 million (2024: £4.5 million) of cash and cash equivalents.
The group has made significant progress in 2025 and strengthened its position in the digital asset space. The group expanded its service offerings through strategic partnerships with key players like Plaid and Impact, while maintaining its commitment to security and regulatory compliance, including achieving SOC 2 Type II certification. Despite challenges in market volatility, which impacted user activity and transaction volumes, Rockwallet has remained resilient by focusing on user empowerment and operational transparency. The company also continued to enhance its platform, ensuring users retain control over their assets with a secure, non-custodial wallet solution. Looking ahead, Rockwallet is focused on further expanding its product offerings, enhancing user experience, and adapting to evolving regulatory landscapes to drive sustainable growth in the coming year.
Market Risk
The group is directly exposed to the market risks associated with the inherent volatility of digital assets. Given the unpredictable nature of digital asset prices, sudden downward price movements can lead to a loss of user confidence, while rapid price increases may drive higher trading volumes and attract new users. These fluctuations directly impact the number of active users on the platform and the demand for the services provided by the company. To manage this risk, Rockwallet ensures sufficient liquidity through the careful management of its digital asset holdings, enabling the company to meet user transactions and operational needs in the event of sudden market changes. Additionally, the company maintains a reserve of operating capital in both digital assets and cash to cover several months of operational expenses, ensuring the stability and continuity of its services, even in volatile market conditions.
Liquidity risk
Liquidity risk is the risk that an entity will encounter difficulty in meeting obligations associated with financial liabilities. We aim to mitigate liquidity risk by managing cash generation by our operations and applying cash collection targets.
Economic impact of global events
Global businesses are facing many uncertainties and challenges caused by political, economic, social, technological, legal and environmental factors. These uncertainties have contributed to an environment where there exists a range of issues and risks, including inflation, rising interest rates, labour shortages, disrupted supply chains and new ways of working.
The directors have carried out an assessment of the potential impact of these uncertainties on the business, including the impact of mitigation measures, and concluded that the greatest impact on the business is expected to be from the economic ripple effect on the global economy. The directors have taken account of these potential impacts in their going concern assessment.
The Group continues to work with its partners to minimise any impacts of these events and maximise the realisation of any opportunities they may provide to the business
The company’s principal activity is providing digital asset exchange services, making revenue highly sensitive to market volatility and user confidence. User confidence is influenced by the trading subsidiaries’ activity, which can be assessed through trading volumes and related operating expenses. For the year ended 31 December 2025, key performance indicators included trading volume and revenue, reflecting the company’s ability to retain and grow its client base.
Trading revenue increased by 44% (from £42.0m to £60.8m), while total loss decreased by 55% (from £6.6m loss to a £3.0m loss). The increase in trading revenue was driven by favorable market conditions; however, the board anticipates a strong rebound in 2026, supported by increased institutional participation in crypto assets.
Section 172(1) statement
The Directors of RockWallet Holdings Limited (the “Company”) recognise their duty under Section 172 of the Companies Act 2006 to promote the success of the Company for the benefit of its members as a whole and to have regard to the matters set out in Section 172(1)(a)–(f).
Long-Term Strategy and Decision-Making
The directors fulfill their responsibilities by carefully considering the long-term implications of their decisions on the group's objectives, sustainability, stakeholders, and the wider community. In doing so, they ensure the preservation of the group’s core values and culture. As a business built on a foundation of high standards and a strong reputation, we are committed to making decisions that uphold these principles and avoid any actions that could have a detrimental impact, whether in the short term or the long term. We remain dedicated to safeguarding our culture while driving the achievement of our overarching goals and purpose.
Employees
Employee engagement is fostered through a fast-paced, high-growth environment that prioritises remote work flexibility and collaborative teamwork. The group maintains a positive culture where leadership is described as approachable and genuinely supportive, contributing to a work environment focused on transparency and a people-first approach. While employees value opportunities for career growth and the chance to contribute to the evolving blockchain industry, there are ongoing efforts to enhance processes, improve management consistency, and provide clearer career development paths. Feedback from employees is highly valued, and the company is committed to addressing concerns and further strengthening its workplace culture.
Relationships with Suppliers, Customers and Partners
The Group is committed to nurturing strong, transparent, and mutually beneficial business relationships across its various strategic partnerships. The Group works diligently to maintain open communication and collaborative engagements with key partners in the cryptocurrency, financial technology, and regulatory sectors. By prioritising trust and shared goals, The Group ensures that these relationships remain strong and productive, while safeguarding the integrity of all parties involved. The group places a high value on regulatory compliance and operational transparency, working closely with regulatory bodies and financial institutions to uphold the highest standards in its operations. The group is dedicated to continually strengthening these partnerships, ensuring long-term value creation and mutual success for all stakeholders.
Community and Environment
The Group's approach to corporate responsibility is centred on regulatory compliance, user empowerment, and security within the financial technology sector. The company prioritises financial security and data protection, holding certifications such as SOC 2 Type II and being registered with the Financial Crimes Enforcement Network (FinCEN). Committed to transparency and user education, the group actively empowers its customers with secure, self-custodial tools and resources to protect their digital assets. Additionally, as an equal opportunity employer, the company fosters diversity and inclusion within its workforce.
Section 172(1) statement (continued)
Reputation and Conduct
The group operates with a strong ethical foundation, prioritising regulatory compliance and security across all aspects of its business. The company is registered with FinCEN as a Money Service Business (MSB) and adheres strictly to anti-money laundering (AML) and know-your-customer (KYC) regulations to ensure a secure and compliant platform. RockWallet also upholds the highest standards of security, being SOC 2 Type II certified and operating as a non-custodial wallet to ensure users retain control of their assets. While navigating the challenges typical of a fast-growing startup, the company remains dedicated to fostering a positive internal culture, maintaining transparency, and continuously listening to both employee and customer feedback to enhance its reputation and drive long-term success.
Fair Treatment of Shareholders
All members are treated fairly, and the directors ensure transparent communication regarding the group’s performance and strategic direction. The directors will act with integrity and courtesy in all of its business relationships and will consider all members and stakeholders when making decisions for the overall good of the group.
The directors believe that the governance practices in place during the year properly embedded the Section 172 factors into the group’s decision-making processes.
On behalf of the board
The directors present their annual report and financial statements for the year ended 31 December 2025.
The results for the year are set out on page 9.
No ordinary dividends were paid. The directors do not recommend payment of a further dividend.
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
There were no events after the reporting period which materially impact the balances in these financial statements.
The group continues to enhance its trading platform to attract and retain customers
Key elements of the group’s strategy include but are not limited to the following:
• Continuous enhancement of the trading platform
• Customer retention and growth
• Increasing the number of jurisdictions the group is licensed to operate in
• Expanding the number of tokens available to be traded
As the group has not consumed more than 40,000 kWh of energy in this reporting period, it qualifies as a low energy user under these regulations and is not required to report on its emissions, energy consumption or energy efficiency activities.
United Kingdom company law requires the directors to prepare financial statements for each financial year. Under that law, the directors have elected to prepare the group and parent company financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 group and parent company, 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 and then apply them consistently;
make judgements and accounting estimates that are reasonable and prudent;
state whether applicable United Kingdom Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group and parent company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and parent company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and parent company, and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the group and parent company, and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The results of the Group are set out in the Group Statement of Comprehensive Income. The financial position of the Group and Company, its liquidity position and its cash flows are reflected in the Group Balance Sheet, Company Balance Sheet and Group Statement of Cash Flows respectively.
The Directors have assessed the Group's and the Company's ability to continue as a going concern and have a reasonable expectation that the Group and Company have adequate resources to continue in operational existence for the foreseeable future. In doing this, they have considered the results for the period, expectations of future trading and the liquidity. On the basis of this information the Directors are satisfied that the Group and Company will continue as a going concern and so the financial statements have been prepared on this basis.
We have audited the financial statements of RockWallet Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2025 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including 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).
Basis for opinion
Conclusions relating to going concern
Other information
Opinions on other matters prescribed by the Companies Act 2006
As explained more fully in the directors' responsibilities statement, 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 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 parent company or to cease operations, or have no realistic alternative but to do so.
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. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and management.
The extent to which our procedures are capable of detecting irregularities, including fraud
The objectives of our audit, in respect to fraud are: to identify and assess the risks of material misstatement of the financial statements due to fraud, through designing and implementing appropriate responses: and to respond appropriately to fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and management. Our approach was as follows:
We obtained an understanding of the legal and regulatory frameworks that are applicable to the company and determined that the most significant is the Companies Act 2006.
We understood how the company is complying with those frameworks through discussions with the directors.
We assessed the susceptibility of the company's financial statements to material misstatement including how fraud might occur by considering the key risks impacting the financial statements.
We carried out a review of manual entries recorded in managements accounting records and assessed the appropriateness of such entries.
We have assessed that the company's control environment is adequate for the size and operating model of such a company.
To address the risk of fraud through management bias and override of controls, we:
performed analytical procedures to identify any unusual or unexpected relationships;
tested journal entries to identify unusual transactions;
assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and
investigated the rationale behind significant or unusual transactions.
In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:
agreeing financial statement disclosures to underlying supporting documentation;
enquiring of management as to actual and potential litigation and claims; and
reviewing correspondence and enquiring with the group and the company of actual and potential non-compliance with laws and regulations.
There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.
Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment by for example forgery, or intentional misrepresentation or through collusion. Our audit procedures are designed to detect material misstatement. We are not responsible for preventing noncompliance or fraud and cannot be expected to detect non-compliance with all laws and regulations.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
Use of our report
This report is made solely to the parent 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 parent company’s members those matters we are required to state to them in an auditor's 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 parent company and the parent company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
As permitted by section 408 of the Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £577,899 (2024 - £4,095,153 loss).
RockWallet Holdings Limited (“the company”) is a private company, limited by shares, domiciled and incorporated in England and Wales. The registered office is 30 Old Bailey, London, United Kingdom, EC4M 7AU and the company number is 13028897.
The group consists of RockWallet Holdings Limited and all of its subsidiaries.
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:
Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;
Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;
Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.
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 consolidated group financial statements consist of the financial statements of the parent company RockWallet Holdings Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.
All financial statements are made up to 31 December 2025. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.
All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.
The results of the Group are set out in the Group Statement of Comprehensive Income. The financial position of the Group and Company, its liquidity position and its cash flows are reflected in the Group Balance Sheet, Company Balance Sheet and Group Statement of Cash Flows respectively.
The Directors have assessed the Group's and the Company's ability to continue as a going concern and have a reasonable expectation that the Group and Company have adequate resources to continue in operational existence for the foreseeable future. In doing this, they have considered the results for the period and expectations of future trading. On the basis of this information the Directors are satisfied that the Group and Company will continue as a going concern and so the financial statements have been prepared on this basis.
Revenue primarily comprises commissions on trades, market-making fees, and digital asset transactions.
Turnover is measured at the fair value of consideration received or receivable for services provided in the ordinary course of the Company’s operations, net of returns, rebates, and discounts.
Revenue is recognised when the Group has performed its contractual obligations, the amount of revenue can be measured reliably and it is probable that the economic benefits associated with the transaction will flow to the Group.
Revenue from digital asset trading transactions is recognised when the transaction is executed and the related consideration, being fiat currency or digital assets, is receivable at the agreed exchange rate. The Group acts as principal in these transactions as it obtains ownership and control of the digital assets prior to sale and accordingly recognises revenue on a gross basis.
Yield earned on collateral arrangements is recognised on an accruals basis over the period to which it relates.
Cost of sales represents the corresponding fiat or digital asset exchanged at fair market value.
Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.
In the parent company financial statements, investments in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.
A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs. The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted. If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.
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.
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method 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. Financial assets classified as receivable within one year are not amortised.
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, 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 payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable 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.
Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.
Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.
Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.
Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.
The tax expense represents the sum of the tax currently payable and deferred tax.
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
Interest payable and similar expenses
Interest payable and similar expenses are charged to the Group Statement of Comprehensive Income 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.
Custodial assets
The Group holds cash in banks, and cash balances held in brokerage accounts, for the exclusive benefit of customers. These assets are not commingled with the Group’s proprietary holdings and are not available to satisfy general obligations. They are recognized as assets on the balance sheet, with matching amounts reflecting the Group’s custodial responsibility. These assets are classified as current, as they are expected to be returned or settled within 12 months.
Custodial liabilities
Digital tokens issued by the Group that are redeemable for cash are recognised as financial liabilities. The liability is initially recognised at the proceeds received and is subsequently measured at amortised cost. The liability is derecognised when the Group's obligation to the token holder is settled, cancelled, or expires.
In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.
In assessing the impairment of investments in subsidiaries, management estimate the recoverable amount of each asset. Management has estimated the impairment for the carrying value of the investment in reference to the net asset value of the subsidiaries. Estimation uncertainity relates to the assumptions about future operating results.
In assessing whether there have been any indicators of impairment assets, the Directors have considered both external and internal sources of information such as market conditions, counterparty credit ratings, and experience of recoverability. There have been no indicators of impairments identified during the current financial year
Key sources of estimation uncertainty
The directors do not consider there to be any key sources of estimation uncertainty.
Management has applied significant judgement in determining that digital assets held in custody on behalf of customers should be recognised as assets in the consolidated balance sheet. This judgement is based on the Group's rights and responsibilities in relation to safeguarding, controlling and administering the custodial assets.
Management has also concluded that gross presentation is appropriate as it reflects the full value of digital assets under the Group's custody and provides users with relevant information regarding the scale of the Group's custodial activities.
The average monthly number of persons (including directors) employed by the group and company during the year was:
Their aggregate remuneration comprised:
The actual charge for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:
The Group has unused tax losses of £64,135 available for carry forward. No deferred tax asset has been recognised in relation to these losses as recovery is not considered probable.
Details of the company's subsidiaries at 31 December 2025 are as follows:
Amounts owed by group undertakings are unsecured, interest free, and repayable on demand.
Digital assets comprises group's cryptocurrency assets and company-owned cryptocurrency assets.
On 6 March 2025, the Group completed onboarding with a broker-dealer/custodian and converted the custodial digital assets into yield-earning U.S. Treasury Bills.
Custodial assets amounted to £76,056,403 as of 31 December 2025, and nil as of 31 December 2024. These assets were cash balances held in brokerage accounts and held exclusively for the benefit of customers. The Group separates these assets from its proprietary holdings to comply with regulatory requirements. They are classified as current assets based on their intended use and availability to meet the Groups direct obligations under custodial arrangements with customers.
For the year ended 31 December 2025, the Group recognized interest income of £1,256,350 (2024: nil), primarily from deposits with financial institutions and short‑term investments in U.S. Treasury bills. Accrued interest receivable related to these balances totaled £357,877 as at 31 December 2025 (2024: nil).
Amounts owed to group undertakings are unsecured, interest free and repayable on demand.
Custodial liabilities represent obligations arising from the issuance of MNEE coins, amounted to £76,056,403 as of 31 December 2025. These liabilities reflect the Group’s obligation to deliver cash against redemption of digital tokens issued by the Group or safeguard and return customers’ digital assets under custodial arrangements.
A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.
Other reserves
This reserve represents the capital contributions received by the Company.
Profit and loss reserves
This reserve represents cumulative profits or losses, net of dividends.
At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
On 4 June 2026, the Company's subsidiary, RockWallet LLC changed its name to MNEE App LLC.
During the year the group entered into the following transactions with related parties:
The following amounts were outstanding at the reporting end date:
Amounts owed to connected companies are presented within "Other creditors", and all such balances are classified as current liabilities, as they are expected to be settled within twelve months of the reporting date.
The following amounts were outstanding at the reporting end date:
Amounts owed by connected companies are presented within "Other debtors". Of the total balance, £392,696 is classified as non-current, representing amounts expected to be settled more than twelve months from the reporting date.