DJ Coinsilium Group Limited: ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
Coinsilium Group Limited (COIN)
Coinsilium Group Limited: ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
27-Jun-2025 / 12:00 GMT/BST
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COINSILIUM GROUP LIMITED
("Coinsilium" or the "Company")
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
COINSILIUM GROUP LIMITED STATEMENT OF THE BOARD OF DIRECTORS
Coinsilium Group Limited ("Coinsilium", the "Group" or the "Company"), the Aquis quoted digital asset venture builder,
investor and adviser, is pleased to announce its Final Results for the year ended 31 December 2024.
Financial Summary
-- Revenue for the year of GBP6,000 vs GBP37,250 in the prior year
-- The net fair value loss on financial assets in 2024 was GBP138,288 compared with a GBP17,289 gain in 2023
-- Total Comprehensive Loss of GBP987,747 compared to a loss of GBP660,684 in 2023
-- Loss for the period from continuing operations GBP987,668 compared to a loss of GBP580,472 in 2023
-- Administrative expenses in the year of GBP963,800 remain fairly consistent with GBP896,246 in 2023
-- Loss per share of 0.46 pence compared to a loss of 0.35 pence in 2023
-- Financial assets at fair value through profit or loss amounted to GBP1,949,242 at 31 December 2024 (31 December 2023:
financial assets at fair value through profit or loss of GBP2,162,782)
-- As at 31 December 2024 cash and cash equivalents amounted to GBP286,999 (31 December 2023: GBP283,757)
-- Gains on revaluation of crypto currencies held as other current assets of GBP252,364 recognised in the year compared
with gain of GBP191,791 in 2023
The Directors present their report, together with the Group Financial Statements and Auditor's Report, for the year
ended 31 December 2024. The comparative period is the year ended 31 December 2023.
Review of the Year
Market Overview and Industry Developments - 2024
The year 2024 marked a strong resurgence in the digital asset markets, led by Bitcoin as the dominant force and primary
driver of renewed investor confidence. Bitcoin's price nearly doubled over the year, reaching a peak of approximately
USD 106,000 in December 2024. This significant appreciation was fuelled by the long-anticipated approval and launch of
spot Bitcoin ETFs in major markets, a marked increase in institutional allocations, and broadly supportive
macroeconomic conditions.
The broader cryptocurrency market followed Bitcoin's lead, with total market capitalisation nearly doubling to reach
USD 3.91 trillion in mid-December before consolidating at around USD 3.40 trillion (source: CoinGecko). Bitcoin
retained its position as the most held and traded digital asset globally, underpinning the performance of the wider
market and cementing its status as the bellwether for the industry.
Institutional interest in Bitcoin accelerated significantly, with major asset managers, including BlackRock, expanding
exposure through Bitcoin ETFs and related investment products. Bitcoin's maturing profile as a macro asset class was
further evidenced by its increasing inclusion in diversified portfolios and treasury strategies.
Regulatory developments were equally noteworthy. In the U.S., the Financial Innovation and Technology for the 21st
Century Act (FIT21) passed the House of Representatives, aiming to define a clearer framework for digital assets. The
GENIUS Act, which advanced through the Senate, proposed a regulatory structure specifically for stablecoins, supporting
broader adoption and integration. In Europe, the Markets in Crypto-Assets Regulation (MiCA) became fully applicable in
December 2024, establishing a unified regulatory approach across EU member states. These measures are seen as vital
steps toward institutionalising the market, particularly with regard to Bitcoin-related financial products.
Venture capital investment into the crypto and blockchain sector totalled USD 2.4 billion in Q3 2024, demonstrating
continued confidence in the space. Global cryptocurrency ownership rose by 13%, from 583 million in January to 659
million in December-with Bitcoin remaining the most widely held digital asset by both retail and institutional
investors.
North America remained the largest market by on-chain transaction volume, receiving an estimated USD 1.3 trillion
between July 2023 and June 2024-much of this attributed to high-volume Bitcoin trading and investment flows. This
underlines the region's central role in the global Bitcoin economy and reinforces Bitcoin's position as the leading
digital asset shaping the trajectory of the wider crypto market.
Bitcoin Market - 2024 in Review
Bitcoin remained the primary driver of the digital asset market throughout 2024, delivering a standout performance and
reaffirming its position as the foundational asset in the cryptocurrency ecosystem.
Bitcoin opened the year at USD 44,161.95 and closed at USD 93,586.33, representing an annual gain of more than 110%.
This strong upward trajectory reflected growing investor confidence and a series of transformative developments that
reshaped the market landscape.
Key Performance Drivers
1. Spot Bitcoin ETF Approvals
In January 2024, the U.S. Securities and Exchange Commission approved the trading of 11 spot Bitcoin ETFs, marking a
historic breakthrough for the asset class. These approvals enabled greater access for institutional investors and
brought Bitcoin into mainstream financial portfolios. By May, BlackRock's spot Bitcoin ETF had already amassed USD 10
billion in assets under management, underlining the scale of institutional inflows.
2. Bitcoin Halving Event
On April 20, 2024, Bitcoin underwent its fourth halving event, reducing the block reward from 6.25 BTC to 3.125 BTC.
This event-an integral feature of Bitcoin's monetary policy-reinforced its deflationary supply dynamics. As seen in
previous cycles, the halving contributed to increased market scarcity and was a key catalyst for price appreciation in
the second half of the year.
3. Pro-Bitcoin U.S. Policy Environment
The re-election of President Donald Trump ushered in a more favourable policy backdrop for digital assets. A landmark
executive order announced the establishment of a strategic Bitcoin reserve, signalling a notable shift in governmental
stance toward the asset. This policy momentum provided further validation of Bitcoin's emerging role as a macroeconomic
asset.
4. Institutional Adoption and Maturation
Bitcoin's growing legitimacy was further demonstrated by deepening institutional engagement. Alongside BlackRock, other
major financial entities increased their Bitcoin exposure through ETF participation, custody services, and treasury
strategies. This institutional presence contributed to greater liquidity, market maturity, and broader acceptance of
Bitcoin as a strategic asset.
Conclusion
2024 was a watershed year for Bitcoin-driven by structural supply shifts, regulatory breakthroughs, and unprecedented
levels of institutional adoption. These transformative forces not only fuelled Bitcoin's exceptional price performance
but also reinforced its emergence as a global store of value and strategic financial asset.
For Coinsilium, these developments laid the groundwork for the opportunity to broaden its strategic scope in a manner
aligned with its digital asset heritage. In early 2025, the Company launched Forza (Gibraltar) Limited ("Forza!"), its
100%-owned Gibraltar-registered subsidiary, established to operate as a dedicated Bitcoin-focused treasury for the
Company. This initiative reflects the growing strategic importance of Bitcoin in the digital asset ecosystem and is
intended to enhance the Company's resilience and growth potential without altering the core nature of its business.
At the core of Forza!'s formation lies a growing - though not yet widely appreciated recognition of the fundamental
distinction between Bitcoin and other cryptocurrencies. As market awareness of this difference continues to build, a
key part of Forza!'s mission will be to support and promote greater education and understanding around this point.
This strategic shift in focus marks the beginning of a new chapter for Coinsilium - one that we expand upon in the
Outlook section that follows.
Operations, Investments and Financing
In 2024, Coinsilium maintained its operational focus across its investment and advisory activities, with several
engagements reflecting the Company's established position within the Web3 and digital asset sector.
Strategic Advisory Activities
During the year, Coinsilium entered several engagements with early-stage projects, reflecting the Company's
longstanding expertise in token model design and go-to-market strategy.
Notably, the Company entered into an agreement with Stabolut Limited, a decentralised, crypto-collateralised stablecoin
venture backed by Bitcoin and Ethereum. Coinsilium's role focused on supporting the development of Stabolut's
stablecoin and governance token strategy, as well as broader ecosystem planning. The project aims to deliver a
decentralised alternative to fiat-backed stablecoins through a delta-neutral derivatives mechanism and is supported by
partners including Dextools and Yellow Capital.
A further agreement was signed with TAND3M, a decentralised token launchpad built on the TON blockchain and developed
in partnership with Web3 tools provider Liteflow. Coinsilium provided advisory support across tokenomics, partnership
development, and strategic positioning.
In addition, the Company entered into an advisory agreement with LC Lite (later rebranded as Nexade), a project focused
on integrating decentralised technologies into the global invoice finance market. Nexade concluded its token sale in
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December 2024, raising a total of USD 1.5 million. Coinsilium's success fee tokens are subject to a defined vesting
schedule and will be distributed over the course of that schedule.
As stated when these agreements were announced to the market, the agreement terms often include a success payment,
which is usually a fixed fee denominated in cryptocurrencies payable upon the successful completion of a project's
Token Generating Event ("TGE"). No revenues were recognised in the fiscal year of 2024 in relation to these agreements
and the first fees in relation to these agreements are expected to be paid in the second half of 2025.
Advisory Agreement post year
In March 2025, Coinsilium announced a strategic advisory agreement with Context Protocol, a Layer 1 blockchain designed
to power the AI economy by enabling verified AI Domains for trusted data exchange between AI agents, humans, and
organizations. Coinsilium provides Context Protocol with comprehensive strategic guidance and support in the areas of
tokenomics, partnerships, and market positioning.
Investment Activity
In July 2024, Coinsilium executed a SAFT agreement with the Otomato Web3 Automation Protocol, a project aiming to
simplify complex DeFi trading strategies via a user-friendly automation layer. Under the agreement, Coinsilium secured
USD 75,000 in future tokens with the option to increase its position by an additional USD 150,150. The Company also
secured a revenue share of 7.5% from Otomato's initial platform operations prior to the token listing event. While the
public launch was originally targeted for Q4 2024, the Otomato team has since prioritised advanced testing and
development in response to significant expressions of investment interest.
Yellow Network Investment
During 2024, Yellow Network - a Layer-3 decentralised clearing protocol for cross-chain crypto trading - made
significant progress in advancing toward operational deployment. Coinsilium holds an early-stage investment in Yellow
via a USD 200,000 SAFT agreement executed in 2022 and continues to regard the project as an important component of its
portfolio, with the potential to deliver significant future value.
Yellow's technical roadmap continued to advance steadily throughout the year, with the team maintaining strong
executional discipline as it works toward the launch of its live network infrastructure. The project's core innovation
lies in its trustless clearing system, which leverages state channel technology to enable real-time, cross-chain
trading without custodians or intermediaries - a major step forward for decentralised market infrastructure.
In September 2024, Yellow announced the successful closing of a USD 10 million seed funding round, led by Chris Larsen,
Co-Founder of Ripple. This round was completed at a post-money valuation in excess of USD 200 million, representing a
material uplift from Coinsilium's entry point and underlining the market's growing confidence in Yellow's institutional
relevance.
Coinsilium is particularly encouraged by Yellow's ability to maintain momentum through a sustained period of network
development and infrastructure buildout. In a market often characterised by short-termism, the team's continued focus
on delivery and long-term execution is both impressive and reassuring.
While further updates will be provided in the Outlook section of this report, it is worth noting that Yellow's
trajectory and potential for adoption in both DeFi and regulated financial markets support our expectation of
meaningful long-term value creation from this investment.
These activities were consistent with Coinsilium's pre-2025 model of engaging with early stage decentralised ventures
through a blend of advisory support and aligned investment.
Financing
On 8 March 2024, the Company completed a placing of 18.9 million new ordinary shares at 2.5 pence per share, raising
GBP472,500 in gross proceeds. These funds were allocated toward general working capital and strategic investment
activity. A further 3.356 million new ordinary shares were allotted in settlement of professional services, and 22.256
million warrants were issued at an exercise price of 3.75 pence, valid for a three-year term.
Director participation in the subscription was as follows:
Director No. of Shares Subscription Value
Eddy Travia 800,000 GBP 20,000
Malcolm Palle 800,000 GBP 20,000
The financing provided the necessary operating runway during the year and facilitated the Company's engagement with several Web3 projects, prior to the more significant structural and strategic developments that would unfold in early 2025.
The Company ended the period with the value of tradable crypto tokens of GBP480,372 and rights to future crypto tokens of GBP428,619 valued at cost. Cash and cash equivalents amounted to GBP286,999.
Director Share Purchases in 2024
During the period, the following trades were transacted on the market by directors:
Eddy Travia
Date of Purchase No Shares Price Beneficial Interest / %
Subscription
8 March 2024 800,000 2.50p GBP20,000
On market purchases
9 July 2024 300,000 1.67p GBP5,010
12 August 2024 300,000 1.60p GBP4,800
Warrants exercise
23 December 2024 1,675,000 3.00p GBP50,250
16,431,702 - 7.44%
Malcolm Palle
Date of Purchase No Shares Price Beneficial Interest / %
Subscription
8 March 2024 800,000 2.50p GBP20,000
On market purchases
Beneficial Interest / %
9 July 2024 300,000 1.67p GBP5,010
12 August 2024 300,000 1.62p GBP4860
13,634,234 - 6.27%
Director share purchases post period
Malcolm Palle
Date of Purchase No Shares Price Beneficial Interest / %
Warrants exercise
11 March 2025 1,675,000 3.00p GBP50,250
15,309,234 - 6.76%
Eddy Travia
Date of Purchase No Shares Price Beneficial Interest / %
Warrants exercise
11 March 2025 1,675,000 3.00p GBP50,250
18,106,702 - 7.99%
Total Director share purchases during period and post period:
Eddy Travia: 4,750,000 shares GBP130,310
Malcolm Palle: 3,075,000 shares GBP80,120
Appointment of Joint Broker:
On 3 December 2024 the company announced the appointment of Oberon Capital as its Joint Corporate Broker.
Post Year End Financing
On 15 May 2025 Coinsilium announced it had raised GBP 1.25 million gross via a broker led placing of 41,666,657 new ordinary shares of no par value at a price of 3 pence per share. The Placing was oversubscribed. The net proceeds of the Placing has been deployed to further the development of Forza (Gibraltar) Limited, the Company's wholly-owned vehicle dedicated to Bitcoin-based treasury activities, to fund further investments and for general working capital purposes. The Company also launched a retail offer to new and existing shareholders on the same terms as the Placing, through the Winterflood Retail Access Platform, for a further GBP250,000 in gross proceeds.
Together, these successful funding initiatives reflect strong market support for Coinsilium's new strategic direction and provide a solid financial foundation for the Company to execute its Bitcoin-focused treasury strategy through Forza!
On 29 May 2025, Coinsilium announced the successful completion of a broker led placing, raising gross proceeds of GBP2.5 million through the issue of 41,666,700 new ordinary shares at a price of 6 pence per share. In parallel, the Company launched a WRAP Retail Offer via the Winterflood Retail Access Platform on the same terms. As announced on 02 June 2025, the WRAP Retail Offer was also substantially over subscribed (scaled back from approximately GBP2.9 million) raising an additional GBP750,000. A total of 12,500,000 new ordinary shares were issued pursuant to the WRAP Retail Offer.
The net proceeds of the Placings and WRAP retail offers will be deployed to further the development of Forza to fund further investments and general working capital.
On 16 June, Coinsilium announced the opening of a retail offer via the Winterflood Retail Access Platform to raise approximately GBP2,500,000 through the issue of new ordinary shares of the Company, at a price of 22.2 pence per share. As announced on 18 June 2025, due to a more than 400% oversubscription on the initial facility offer of GBP2.5m, the Company determined to expand the facility to GBP4m to better accommodate demand. The Company has therefore raised aggregate gross proceeds of approximately GBP4,000,000 in an offering that closed early as announced on Tuesday, 17 June 2025. The Company will issue a total of 18,018,018 new Ordinary Shares, at the Issue Price pursuant to the WRAP Retail Offer.
The net proceeds of the Placings and WRAP retail offers will be deployed to further the development of Forza to fund further investments and general working capital.
Financial Review
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Total comprehensive income, including fair value gains and losses on financial assets and digital assets, reported a loss for the period of GBP987,747 compared to a loss of GBP660,684 in the previous year. This result is largely driven by fair value adjustments on investments of GBP(138,288) vs GBP17,289 in the prior year and impairments of rights to future tokens of GBP243,734 (2024: nil), offset by an increase in the fair value of digital asset tokens of GBP252,364 and GBP99,792 in realised gains on disposal (compared with a fair value increase in the prior year of GBP284,069.
As at 31 December 2024, cash and cash equivalents amounted to GBP286,999 (2023: GBP283,757).
Outlook and Post-Period Events
As Coinsilium looks ahead, the Company reaffirms the continuity of its core business activities while entering a significant new phase of strategic emphasis. The nature of the business - as an investor and advisor in the digital asset sector - remains fundamentally unchanged. However, recent developments in the market have led the Board to sharpen its strategic focus on Bitcoin and the operational advancement of its wholly owned subsidiary, Forza!, as a dedicated Bitcoin treasury entity for the Company.
This evolution in positioning does not represent a departure from the Company's founding objectives, but rather an enhancement of its value proposition in response to a clear and growing opportunity. With increasing interest and attention on Companies with professionally managed Bitcoin treasury models, particularly from institutional stakeholders, the Company recognises the importance of aligning its forward-facing strategy accordingly.
Forza! is thus being developed as a complementary, high-conviction initiative under the Coinsilium umbrella - reinforcing, rather than replacing, the Company's broader capabilities in the digital asset space. This approach ensures that the Company continues to operate within a familiar and compliant framework, with particular regard to the regulatory expectations applicable in the United Kingdom, while exploring new paths to shareholder value creation.
This directional refinement, which has accelerated materially in the post-year-end period, reflects both macro market dynamics and internal positioning, with the Board identifying a timely and distinctive opportunity to align the Company with the fast-growing Bitcoin treasury model now gaining significant traction globally.
Strategic Realignment: Forza! launched as Coinsilium's Bitcoin Treasury Arm
Over the course of 2024 and into early 2025, market developments - including the legitimisation of spot Bitcoin ETFs, rising institutional allocations, and growing interest in Bitcoin as a reserve asset - have created a window of opportunity for companies with the operational readiness and domain expertise to establish a presence in this emerging category. Coinsilium, with its track record of digital asset engagement, market connectivity, and long-standing presence as a blockchain-focused listed company, is uniquely well positioned to seize this moment.
Forza! has therefore been launched with a clear mandate: to establish a compelling treasury model for Coinsilium centred on long-term Bitcoin accumulation. The immediate focus is to scale Forza!'s Bitcoin holdings to a level where its treasury position becomes materially significant. While yield generation remains a component of the broader strategy - with potential future applications involving Bitcoin-native optimisation techniques - such approaches will only be considered once critical mass is achieved. At this stage, disciplined accumulation remains the overriding priority.
Notably on 21 January 2025, the Company announced the appointed of James Van Straten, Senior Bitcoin Analyst at CoinDesk, as a Strategic Advisor with an emphasis on the establishment and development of Forza! His insights and sector standing reinforce Forza!'s thought leadership credentials and position the venture to engage credibly with both institutional allocators and the broader Bitcoin community.
Since its launch, Forza! has attracted significant institutional shareholder interest, underscoring recognition of both the strength of the Forza! proposition and Coinsilium's long-standing expertise in the digital asset space. At the same time, the Company places high value on its retail shareholder base, many of whom have shown a deep appreciation for the principles underpinning Bitcoin treasury strategies. This level of understanding - particularly around the long-term rationale for professionally managed Bitcoin reserves - has been evident from the outset and continues to underpin strong and informed support for the Company's strategic direction.
Institutional Standards: Custody, Security, and Transparency
As reported in the Company's strategic update dated 22 May 2025, Coinsilium has begun receiving interest from institutional investors in its Bitcoin treasury strategy. Forza! has been structured from the outset to align with the operational standards institutions expect.
All Bitcoin holdings are secured with regulated custodians and benefit from industry-standard protections, including cold storage, multi-signature protocols, comprehensive insurance coverage, and independently audited procedures. These measures form part of a proactive strategy to demonstrate the robustness and credibility required to meet institutional expectations.
Capital Deployment and Strategic Focus
As a company listed on the Aquis Stock Exchange since 2015, Coinsilium has navigated multiple market cycles with consistency and discipline. The management team has demonstrated a long-term commitment to the digital asset sector, developing a deep understanding of its technologies, opportunities, and regulatory landscape. This foundation-built on early engagement, credible execution, and strategic foresight-continues to differentiate Coinsilium from newer market entrants.
To enhance its financial resilience and long-term strategic flexibility, Coinsilium has established Forza!, its wholly owned Gibraltar-registered subsidiary, as a dedicated treasury and yield strategy vehicle. Forza! has been created to support the Company's objective of building a robust treasury reserve, with a particular focus on Bitcoin as a long-term store of value and emerging financial asset.
Importantly, Forza! operates as an integral part of Coinsilium's corporate structure and does not represent a change in the Company's core operational focus. Instead, it reinforces the Company's financial foundation, enabling Coinsilium to respond more dynamically to future opportunities across the digital asset sector.
Through the strategic deployment of capital via Forza!, Coinsilium aims to deliver enhanced shareholder value-underpinned by deep sector expertise, prudent capital allocation, and a forward-looking execution strategy.
Forza! Post-Period Events: Strategic Timeline
January 2025: Coinsilium appointed James Van Straten (CoinDesk) and Clement Hecquet (Otomato) as Strategic Advisors to support the evolving Forza! strategy.
February 2025: The Company rebranded its Gibraltar registered subsidiary Nifty Labs Limited as Forza (Gibraltar) Limited, solidifying its focus on Bitcoin treasury operations. This coincided with active legal and compliance engagement through Hassans International Law Firm.
Late February 2025: Forza! launch at Bitcoin Horizons event in Gibraltar, with a keynote delivered by Forza! advisor James Van Straten, strengthening thought leadership positioning.
March 2025: Coinsilium held a strategic Q&A and operational update, preparing stakeholders for Forza!'s formal launch.
27 March 2025: Official launch of Forza! Gibraltar, featuring ministerial attendance and keynote speeches. This milestone formalised Forza!'s entry into the Bitcoin treasury landscape.
22 May 2025: Strategic update confirmed initial treasury deployment of 15 Bitcoin, inaugurating Forza!'s Bitcoin accumulation plan. Institutional engagement was also confirmed as a key driver for growth.
29 May 2025: Coinsilum provided an update on its Bitcoin treasury and its wholly owned Gibraltar subsidiary, Forza! Gibraltar Limited ("Forza!"),
Details of the Company's Bitcoin purchase are as follows:
-- Number of Bitcoin Purchased: 5.0021 -- Average Purchase Price: GBP82,165.49 per Bitcoin (USD110,424.26 per Bitcoin) -- Amount Purchased: GBP411,000
To date, 5.0021 Bitcoin have been purchased and a further 5 Bitcoin transferred from Coinsilium's existing reserves, valued at today's market rate (GBP80,121.38), bringing Forza!'s holdings to 10.0021 Bitcoin at the time of this announcement.
Details of Forza!'s Bitcoin Holdings are as follows:
-- Total Bitcoin Holdings (Forza!): 10.0021 Bitcoin -- Total Average Purchase Price: GBP81,143.65 per Bitcoin (USD109,017.16 per Bitcoin) -- Total Value of the Bitcoin Holdings: GBP811,606.90 (USD1,090,400.50)
The Company reported that it was is in the process of formulating its Digital Assets Treasury Policy, with a specific emphasis on the treatment and strategic management of its Bitcoin holdings. This policy is currently being developed by Forza! and will be adopted upon finalisation.
6 June 2025 - Coinsilum provided an update on its Bitcoin treasury and its wholly owned Gibraltar subsidiary, Forza! Gibraltar Limited ("Forza!"),
Details of the latest Bitcoin acquisition are as follows:
-- Number of Bitcoin Purchased: 3.6378 -- Average Purchase Price: GBP76,969.60 per Bitcoin (USD104,251.77 per Bitcoin) -- Total Purchase Amount: GBP280,000
As previously announced on 20 May 2025, the Company made an initial commitment to acquire a minimum of 15 Bitcoin for Forza!'s treasury. This acquisition process remains ongoing, and as of the date of this announcement, Forza!'s total Bitcoin holdings stand at 13.6399 Bitcoin.
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The remaining Bitcoin under the initial minimum commitment is expected to be completed in the near term.
Summary of Forza!'s Bitcoin Holdings to Date:
-- Total Bitcoin Holdings: 13.6399 Bitcoin -- Aggregate Average Purchase Price: GBP80,030.42 per Bitcoin (USD107,746.21 per Bitcoin)
Total Value of Holdings: GBP1,091,606.91 (USD1,469,647.59)11 June 2025 - Coinsilium provided an update on its Bitcoin treasury activity and that of its wholly owned Gibraltar subsidiary, Forza Gibraltar Limited ("Forza!"), established to implement the Company's dedicated Bitcoin-focused treasury operations.
Details of the latest Bitcoin acquisition are as follows:
Number of Bitcoin Purchased: 5.0416
Average Purchase Price: GBP81,323.39 per Bitcoin (USD109,954.42 per Bitcoin)
Total Purchase Amount: GBP410,000
As of the date of this announcement, Forza!'s total Bitcoin holdings stand at 18.6815 Bitcoin.
Summary of Forza!'s Bitcoin Holdings to Date:
Total Bitcoin Holdings: 18.6815 Bitcoin
Aggregate Average Purchase Price: GBP80,379.35 per Bitcoin (USD108,342.15 per Bitcoin)
Total Value of Holdings: GBP1,519,242.90 (USD2,054,113.50)
16 June 2025 - Coinsilium provided an update on its Bitcoin treasury activity and that of its wholly owned Gibraltar subsidiary, Forza Gibraltar Limited ("Forza!"), established to implement the Company's dedicated Bitcoin-focused treasury operations.
Details of the latest Bitcoin acquisition are as follows:
Number of Bitcoin Purchased: 6.5577
Average Purchase Price: GBP77,770.36 per Bitcoin (USD105,572.30 per Bitcoin)
Total Purchase Amount: GBP510,000
As of the date of this announcement, Forza!'s total Bitcoin holdings stand at 25.2392 Bitcoin.
Summary of Forza!'s Bitcoin Holdings to Date:
Total Bitcoin Holdings: 25.2392 Bitcoin
Aggregate Average Purchase Price: GBP79,701.69 per Bitcoin (USD107,622.48 per Bitcoin)
Total Value of Holdings: GBP1,962,695.09 (USD2,662,609.40)
18 June 2025 - Coinsilium provided an update on its Bitcoin treasury activity and that of its wholly owned Gibraltar subsidiary, Forza Gibraltar Limited ("Forza!"), established to implement the Company's dedicated Bitcoin-focused treasury operations.
Details of the latest Bitcoin acquisition are as follows:
Number of Bitcoin Purchased: 7.6539
Average Purchase Price: GBP78,391.41 per Bitcoin (USD105,539.28 per Bitcoin)
Total Purchase Amount: GBP600,000
As of the date of this announcement, Forza!'s total Bitcoin holdings stand at 32.8931 Bitcoin.
Summary of Forza!'s Bitcoin Holdings to Date:
Total Bitcoin Holdings: 32.8931 Bitcoin
Aggregate Average Purchase Price: GBP79,701.69 per Bitcoin (USD107,137.74 per Bitcoin)
Total Value of Holdings: GBP2,560,644.62 (USD3,447,193.97)
20 June 2025 - Coinsilium provided an update on its Bitcoin treasury activity and that of its wholly owned Gibraltar subsidiary, Forza Gibraltar Limited ("Forza!"), established to implement the Company's dedicated Bitcoin-focused treasury operations.
Details of the latest Bitcoin acquisition are as follows:
Number of Bitcoin Purchased: 10.2146
Average Purchase Price: GBP78,319.27 per Bitcoin (USD105,690.46 per Bitcoin)
Total Purchase Amount: GBP800,000
As of the date of this announcement, Forza!'s total Bitcoin holdings stand at 43.1077 Bitcoin.
Summary of Forza!'s Bitcoin Holdings to Date:
Total Bitcoin Holdings: 43.1077 Bitcoin
Aggregate Average Purchase Price: GBP79,141.47 per Bitcoin (USD106,794.80 per Bitcoin)
Total Value of Holdings: GBP3,384,998.52 (USD4,566,362.88)
25 June 2025- Coinsilium provided an update on its Bitcoin treasury activity and that of its wholly owned Gibraltar subsidiary, Forza Gibraltar Limited ("Forza!"), established to implement the Company's dedicated Bitcoin-focused treasury operations.
Details of the latest Bitcoin acquisition are as follows:
-- Number of Bitcoin Purchased: 15.2080
-- Average Purchase Price: GBP78,906.05 per Bitcoin (USD107,376.35 per Bitcoin)
-- Total Purchase Amount: GBP1.200,000
As of the date of this announcement, Forza!'s total Bitcoin holdings stand at 58.3157 Bitcoin.
Summary of Forza!'s Bitcoin Holdings to Date:
-- Total Bitcoin Holdings: 58.3157 Bitcoin
-- Aggregate Average Purchase Price: GBP79,080.08 per Bitcoin (USD106,946.46 per Bitcoin) -- Total Value of Holdings: GBP4,589,417.02 (USD6,243,947.72)
The developments in the post-period demonstrate rapid and well-coordinated progress, advancing Forza! from concept through active implementation and into the crucial early stages of growth. The Company now enters a scaling phase designed to establish a robust foundation from which Forza! can realise its full potential. The Board recognises the magnitude of the opportunity ahead and is focused on ensuring that the infrastructure and strategic positioning are in place to support accelerated expansion. This is a pivotal moment, and we are committed to maximising the value of what we believe is a uniquely timed and highly scalable proposition.
Regulatory Developments and Market Environment
In June 2025, the Financial Conduct Authority (FCA) announced its intention to lift the current ban on the sale of cryptoasset exchange-traded notes (ETNs) to retail investors, subject to a formal consultation process. This represents a notable step towards the normalisation of regulated access to digital asset investment products in the UK, and reflects a broader shift in regulatory attitudes towards more inclusive and structured participation in the digital asset space.
For Coinsilium, this development affirms its longstanding view that Bitcoin and other digital assets are increasingly being recognised as legitimate components of modern financial strategies. The FCA's move signals a maturing regulatory landscape in the UK and may lead to new opportunities for responsible market participation, aligned with Coinsilium's strategic positioning.
It is important to note, however, that an investment in Coinsilium Group Limited is not an investment in Bitcoin, either directly or by proxy. The Company maintains a diversified portfolio of strategic investments across the digital asset sector, including equity interests in blockchain, fintech, and related technology ventures. Coinsilium's exposure to Bitcoin-implemented through its wholly owned subsidiary Forza! Gibraltar Limited-forms part of a broader capital allocation and treasury resilience strategy, and is not the sole focus of the business.
The Company continues to take a measured, governance-driven approach to capital deployment, aiming to deliver shareholder value through the compliant execution of its Bitcoin treasury strategy and full adherence to applicable regulations. As a participant in the rapidly advancing digital asset economy, Coinsilium recognises the importance of clear and effective regulatory frameworks. We remain hopeful that regulatory clarity will continue to develop in a direction that supports innovation, safeguards market integrity, and aligns with the growing institutionalisation of the sector. Coinsilium is committed to operating at the forefront of this evolution, anticipating the standards that will shape the industry's future.
Outlook: Yellow Network
Following year-end, on 13 May 2025, Coinsilium provided a strategic update on its investment in Yellow Network, a Layer-3 decentralised clearing infrastructure protocol for cross-chain cryptocurrency trading noting that the launch of the USDYELLOW token, anticipated to occur within a 60-day period from mid-May, will mark a major milestone in the project's lifecycle and represents a potentially significant liquidity event for early investors, including Coinsilium. The forthcoming launch is the culmination of consistent progress made throughout 2024 and signals the transition of Yellow Network from technical development into live operational deployment.
Coinsilium anticipates that the successful launch and adoption of Yellow Network could deliver substantial value for shareholders, demonstrating the Company's ability not only to identify high-potential opportunities at an early stage, but also to execute strategically to secure long-term value for the Company and its shareholders.
Further updates on Yellow Network will be provided as the token launch progresses, and the network enters its next phase of adoption and growth.
Broker Appointment: Oak Securities
In recognition of the need to scale visibility and executional capacity in this next phase, Coinsilium announced the appointment of Oak Securities as its corporate broker on 22 May 2025. Oak Securities brings deep capital markets experience and is already demonstrating its ability to effectively support the Company's objective of expanding institutional shareholder exposure. The Company is pleased with the progress to date and views this appointment as a key step in strengthening Forza!'s positioning within the institutional investment landscape.
The Company ended the period with the value of tradable crypto tokens of GBP480,372 and rights to future crypto tokens of GBP428,619 valued at cost. Cash and cash equivalents amounted to GBP286,999. Following the year end, the Company undertook a strategic financing raising approx. GBP4.75m before costs as noted above.
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June 27, 2025 07:00 ET (11:00 GMT)
DJ Coinsilium Group Limited: ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 -5-
The Board remains resolute in its commitment to realising the full value potential of Forza!, the Company's wholly owned Bitcoin treasury subsidiary, while also continuing to develop the inherent value within its existing portfolio of enterprises and investments. Against the backdrop of accelerating institutional adoption and the rapid global emergence of the Bitcoin treasury model, this is a transformational period for Coinsilium. The Company approaches the remainder of the year with a strong sense of purpose and excitement, while remaining fully attuned to the evolving regulatory landscape. With a clear understanding of current frameworks and a readiness to respond to changes as they arise, the Company is navigating this environment with diligence, ensuring its strategy remains both forward-looking and fully compliant.
Finally, the Board extends its sincere thanks to our valued shareholders, partners, and team members for their continued support and belief in our vision. We are entering a truly seminal period for the digital asset industry, and Coinsilium is proud to be at the forefront of this transformation. With strong momentum behind us and a clear path ahead, we look forward to sharing further developments and what we believe will be an exciting cadence of progress updates throughout the remainder of the year and beyond.
Eddy Travia
Chief Executive Officer
26 June 2025
The Directors of Coinsilium Group Limited take responsibility for this announcement.
Coinsilium Group Limited +350 2000 8223
Malcolm Palle, Executive Chairman +44 (0)7785 381 089
Eddy Travia, Chief Executive www.coinsilium.com
Peterhouse Capital Limited
+44 (0)20 7469 0930
(AQUIS Growth Market Corporate Adviser and Corporate Broker)
SI Capital Limited (Joint Broker) +44 (0)1483 413 500
Nick Emerson
Oberon Capital (Joint Broker)
+44 (0)20 3179 5300
Nick Lovering, Adam Pollock
OAK Securities (Joint Broker)
Tel. +44 (0) 20 3973 3678
Damion Carruel, Calvin Man
Investee Companies Update
Indorse
Throughout 2024, in addition to its Web3 projects, such as the development of a smart contract-powered advertising platform in collaboration with AADS (one of the largest and longest established Crypto/Bitcoin advertising networks), Indorse has pursued its collaboration with Singapore-based corporations and organisations such as Ngee Ann Polytechnic.
Indorse also started the development of AI tools and resources to complement its suite of software development training programs.
Management's assessment of the fair value of this investment has reflected the strategic re-alignment of the company in the year away from legacy projects towards the above opportunities, resulting in a reversal of previously assessed fair value increases to hold the investment at original cost at the year end. The Company will further assess the fair value of the investment at future reporting dates.
Carrying Value in GBP as at 31 December 2024: GBP263,699 (2023: GBP852,492)
Coindash Limited (formerly Blox Staking)
As of December 31, 2024, Coindash Limited's main product, the SSV Network, has experienced significant growth in its staking metrics:
. ETH Staked on SSV Network: Approximately 817,664 ETH
. Total Value Locked (TVL) on SSV Network: Over USD2.8 billion
. SSV Network validators: 25,552
. SSV Network operators: 630
These figures represent a substantial increase for the SSV Network from the April 2024 statistics (mentioned in Coinsilium Group's interim accounts), which reported 600,000 ETH staked, 1,833 validators, and 391 operators. The growth underscores the rising adoption of Distributed Validator Technology (DVT) within the Ethereum ecosystem.
Notably, by the end of 2024, the SSV Network was securing approximately 4.7% of all staked ETH on Ethereum, highlighting its expanding role in the staking infrastructure.
This expansion is further supported by the network's transition to a permissionless model, allowing any operator or validator to join, and the introduction of SSV 2.0, which enables validators to secure off-chain services known as "based applications."
The value of the Company's stake in Coindash Limited has been re-assessed to reflect the team's success in supporting advanced blockchain projects and the value of Coindash's digital assets treasury holdings.
Carrying Value in GBP as at 31 December 2024: GBP632,307 (2023: GBP176,744)
Elevate Health
Elevate Health has evolved into a 'DeSci' (Decentralised Science) project, specifically a platform designed to decentralise and reward its members for the collection and access to data, research, and treatment in preventative healthcare with a focus on sleep quality as a core tenet of a healthy lifestyle.
Coinsilium Group's interest has in the year been novated from an equity investment into a right to future tokens and hence the cost of the investment has been reclassified in the year into "other current assets" to reflect this commercial arrangement.
Carrying Value in GBP as of 31 December 2024: Nil (2023: GBP78,553)
Arcadian Youth Pte Ltd (formerly known as "StartupToken")
Arcadian Youth has pivoted towards developing a Web3 Real World Asset ("RWA") tokenization platform, focusing on the real estate market in Bali. Bali's real estate sector is highly active with a large volume of transactions, generating extensive data and attracting real estate agents as well as personal and professional investors. The application called "Propex" is in its latest stages of development, with a full stack and Web3 technical team based in Indonesia. More information can be found at https://home.propex.app/.
Carrying Value at 31 Dec 2024: GBP360,905 (2023: GBP360,905)
Greengage Global Holding Ltd
Greengage and Coinbase Collaboration: Greengage announced its collaboration with Coinbase to issue tokenised private credit. Greengage will originate SME debt utilising Coinbase's innovative Diamond protocol, a smart contract-powered platform designed to bring greater efficiency and transparency to the private credit market.
By leveraging Coinbase's state-of-the-art blockchain technology, Greengage aims to enhance SMEs' ability to secure capital, empowering them to operate and scale their businesses more effectively. This collaboration underscores the growing potential for blockchain-driven solutions to transform traditional financial markets.
Abu Dhabi expansion: In September 2024, Greengage announced its acceptance into Cohort 15 of Hub71, Abu Dhabi's global tech ecosystem. Hub71 is a flagship initiative of the AED 50 billion Ghadan 21 economic accelerator programme, backed by the Government of Abu Dhabi and Mubadala Investment Company, a leading sovereign investor managing a diverse portfolio to generate sustainable financial returns. Strategically located in Abu Dhabi, Hub71 empowers companies like Greengage to scale globally by providing access to international markets, a robust capital ecosystem, and a global network of strategic partners.
By joining Hub71's "Digital Assets" stream, Greengage will benefit from its focus on unleashing the disruptive potential of Web3 and digital assets while operating within the regulated environment of Abu Dhabi Global Market (ADGM). This acceptance not only enhances Greengage's corporate and regulatory profile but also significantly increases its access to capital by attracting top-tier venture capital funds and investors. Hub71 further supports Greengage's setup and growth with a generous incentives programme of up to AED 750,000, reinforcing its ability to scale effectively within the evolving digital finance landscape.
Investment terms:
In 2021, Coinsilium purchased 15,000 A Shares in the capital of Greengage for GBP300,000.
Coinsilium also subscribed for GBP200,000 of convertible loan notes which converted in June 2023 into 11,094 A shares and 7,510 warrants. At that date, Coinsilium joined Greengage's funding round with an investment of GBP25,000 for 1,039 A shares.
Consilium's total shareholdings in Greengage: 27,133 A shares and 8,370 warrants.
Carrying Value in GBP as at 31 December 2024: GBP652,537 (2023: GBP652,537)
Silta Finance
In February 2024, the Asian Development Bank (ADB), Asia's largest multilateral development bank, engaged Silta Finance to pilot the development of an AI technology stack. This technology significantly accelerates the due diligence and ESG assessment processes for infrastructure projects.
The Silta AI stack is a sophisticated assessment and reporting platform that transforms complex analytical tasks. The system can process thousands of documents simultaneously, evaluating them against comprehensive predetermined criteria and questions. Its advanced capabilities include cross-referencing findings against a precedents database while enriching the analysis with web-based intelligence. The platform then synthesises this information into detailed, customised reports tailored to specific client requirements. While initially deployed for infrastructure finance due diligence, the technology's versatility enables its application across multiple sectors, including mergers and acquisitions, real estate evaluation, research analysis, supply chain assessments, and venture capital investment screening.
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June 27, 2025 07:00 ET (11:00 GMT)
DJ Coinsilium Group Limited: ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 -6-
In its first revenue year, 2024, Silta Finance is tracking to achieve approximately USD1M USD in sales. Looking ahead to 2025, the company is in the process of securing USD2.5M USD in its order book and continues to build a growing pipeline of potential customers from the banking sector.
Carrying Value in GBP as at 31 December 2024: GBP39,793 (2023: GBP41,551)
Otomato
The Otomato Web3 Agent Protocol ('Otomato') is a protocol that empowers users to create autonomous agents that seamlessly manage both on-chain and off-chain tasks with no coding required.
The Otomato platform is designed to streamline Web3 interactions through advanced automation and seamless integration. Offering a comprehensive suite of functionalities-including DeFi management, yield optimisation, portfolio tracking, NFT sniping, gaming automations, real-time notifications, and workflow integrations-Otomato enhances efficiency and accessibility across industries such as gaming, entertainment, and finance.
Otomato's Expanding Use Cases
Otomato has identified over 1,500 real-world applications for its Web3 automation platform, demonstrating its versatility across various sectors. Some key use cases include:
DeFAi (DeFi + AI) Agents - Automating portfolio rebalancing based on real-time yield fluctuations in crypto assets.
Social Agents - Enabling on-chain actions triggered by social media posts on X, creating dynamic and responsive engagement mechanisms.
Cross-Chain Arbitrage - Executing trades across Ethereum-compatible blockchains, capitalizing on market inefficiencies in real-time.
These use cases highlight Otomato's role in enhancing automation, efficiency, and profitability across Web3 ecosystems.
Post-period update
Otomato Enters First Deployment Phase
In February 2025, Otomato officially commenced the first phase of the launch of the Otomato.xyz platform, the flagship application of its Web3 agent protocol, open to whitelisted users. This milestone marked a significant step forward in Otomato's roadmap, ensuring the platform's readiness ahead of its full public launch.
As part of its pre-launch strategy, Otomato secured strategic partnerships with multiple Layer 2 blockchains and Decentralised Finance (DeFi) platforms, strengthening its ecosystem. A key collaboration with Ironclad Finance, a lending platform on MODE Network, an Ethereum Layer 2 blockchain with more that 367k users, enables Otomato users to monitor lending markets for optimal yield opportunities and execute automated actions based on stablecoin performance.
The Otomato team captured the spotlight by securing first place in the competitive Proof of Pitch competition at NFT Paris, one of Europe's leading crypto conferences, held on February 13 and14, 2025.
In April 2025, Otomato announced a partnership with Somnia Network, a fast EVM (Ethereum Virtual Machine) Layer 1 blockchain.
Mint Blocks to operate the Propex application
In February 2025, Arcadian Youth Pte Ltd's director and main shareholder, registered a new entity in the State of Wyoming, Mint Blocks LLC, for the purpose of operating the Propex application, a Web3 Real World Asset ("RWA") tokenization platform, focusing on the real estate market in Bali.
Coinsilium's Strategic Investment in Otomato
Coinsilium holds a strategic investment in the Otomato Web3 Automation Protocol, reinforcing its commitment to the growth and development of the platform. As announced on 3 July 2024, this investment was made through a USD 75,000 Simple Agreement for Future Tokens ("SAFT") in the "Early Backers" round, with an option to acquire an additional USD 150,150 in future protocol tokens, subject to a vesting schedule.
In addition to its investment, Coinsilium has the rights to earn 7.5% of all revenues generated by the Otomato.xyz platform up to the Token Listing Event ("TGE"). These revenues will primarily be derived from affiliate fees on automated actions executed through integrated protocols, as well as transaction fees for interactions initiated via the platform.
Coinsilium's Ongoing Collaboration with Otomato
Coinsilium maintains an active strategic collaboration with Otomato, which aims to leverage its advanced automation technologies to enhance efficiencies across blockchain and digital asset management. As announced 2 January 2025, this partnership includes the integration of Otomato's automation capabilities to optimise Coinsilium's digital asset treasury holdings.
Additionally, as announced on 21 January 2025 Otomato's co-founder, Clement Hecquet, now serves as Strategic Advisor to Coinsilium, contributing to the refinement and execution of the Company's cryptocurrency treasury strategy.
Going Concern
In considering the Group's ability to continue in operation for the foreseeable future, the Directors have considered the forecast operating cash-flows up to the end of 30 June 2026, along with the expectations of additional cash investments into digital token projects which remain entirely in the Company's control.
As at the reporting date, the Company had GBP296k in cash reserves and GBP484k in readily convertible digital asset tokens. Furthermore, the Company successfully raised a total of GBP8.75m (before expenses) following the reporting period through two private placements of new ordinary shares and two oversubscribed follow-on retail offerings as announced 15 May 2025 and 29 May 2025 respectively and a retail offering on 17 June 2025.
As the Directors have continued to maintain a high level of control over operating expenditures throughout the period, which it feels remains appropriate given the current size of the business, operating cashflows to 30 June 2026, along with expectations of additional digital asset token investments, are projected to be substantially met from existing cash resources (including post period end cash raised via the private placement and retail offering) without the need for significant reliance on realisation of readily convertible digital asset tokens in the Company portfolio, which remains available for any additional investment deemed advantageous over this period, or any further additional funding activity.
As a consequence, the Directors have a reasonable expectation that the Group and Company have adequate resources to continue in operational existence for the foreseeable future. Thus, they continue to adopt the going concern basis of accounting in preparing the annual financial statements.
Principal Risks and Uncertainties
The management of the business and the execution of the Group's strategy are subject to a number of risks. The key business risks affecting the Group are set out below.
Risks are formally reviewed by the Board, and appropriate processes are put in place to monitor and mitigate them. If more than one event occurs, it is possible that the overall effect of such events would compound the adverse effects on the Group.
Loss in value of Investments Risk
Investments are generally made in early stage companies and carry a risk of losing value. Early stage companies have a high risk of failure and the Group seeks to limit these risks by a thorough assessment of the management teams, the technology and the opportunities in the companies' target markets. Throughout our investment holding period we monitor a company's progress and stay in regular communication with the company's management teams.
Cyber Risk
The Company holds digital assets via software and hardware which may prove to be vulnerable to data security breaches in the future. Data security breach incidents may compromise the confidentiality, integrity or availability of data such that the data is vulnerable to access or acquisition by unauthorised persons. These data security breaches may result in the unrecoverable loss of digital assets. The Group's hardware devices and remote servers holding the Group's data may be breached and result in the loss of valuable data.
Cryptocurrency Price Volatility
Revenues for NFT and TGE related Advisory Services and bonuses payable in relation to equity investments are normally denominated in cryptocurrency or tokens from the issuing entity. These 'digital assets' can be subject to high levels of volatility and it may not always be possible for the Group to trade out or effectively hedge its position. The Group will always seek to manage the price volatility risk and actively monitors its portfolio of digital assets.
Cryptocurrency exchange rates have exhibited strong volatility. Many factors outside of the control of the Group can affect the market price of cryptocurrencies, including, but not limited to, national and international economic, financial, regulatory, political, terrorist, military, and other events, adverse or positive news events and publicity,
and generally extreme, uncertain, and volatile market conditions. Extreme changes in price may occur at any time, resulting in a potential loss of value of our entire portfolio of cryptocurrencies, complete or partial loss of purchasing power, and difficulty or a complete inability to sell or exchange our digital currency.
Financial Risk Management
The Group's operations expose it to a variety of financial risks that include the effect of changes in foreign currency exchange rates, credit risk and liquidity risk. The Group has a risk management programme in place that seeks to limit the adverse effects on the financial performance of the Group. The Group does not use derivative financial instruments to manage foreign exchange risk and, as such, no hedge accounting is applied.
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June 27, 2025 07:00 ET (11:00 GMT)
DJ Coinsilium Group Limited: ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 -7-
The main financial risk for the Group is any significant changes in foreign exchange rate risk as the Group holds cash assets in various currencies other than British Pounds and holds equity stakes in companies in various currencies as well. The main currencies to which the Group is exposed are the Euro and US dollar. Details of the Group's financial risk management policies are set out in Note 3 to the Financial Statements.
Provision of information to Auditors
So far as each of the Directors is aware at the time this report is approved:
-- There is no relevant audit information of which the Company's auditor is unaware; and -- The Directors have taken all steps that they ought to have taken to make themselves aware of any relevant audit
information and to establish that the auditor is aware of that information.
Auditor
The auditor, PKF Littlejohn LLP have indicated their willingness to continue in office as auditor, and a resolution that they be re-appointed will be proposed at the Annual General Meeting.
This report was approved by the Board on 26 June 2025 and signed on its behalf:
Eddy Travia
Chief Executive Officer
Extract from Auditors Report
"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 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."
London E14 4HD
COINSILIUM GROUP LIMITED GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
2024 2023
Note
GBP GBP
Continuing Operations
Revenue from contracts with customers 5 6,000 37,250
Gross Profit 6,000 37,250
Administration expenses 6 (963,800) (896,244)
9
Net fair value (loss)/gain on financial assets at fair value through
profit or loss (138,288) 17,289
Impairment of financial assets 5 (243,734) -
Unrealised gain on crypto tokens at fair value 13 252,364 191,791
Realised gain on disposal of crypto tokens 99,790 69,442
Operating (Loss) (987,668) (580,472)
Finance income 22 842 1,010
Investment income 22 - 3,699
Forex gain or (loss) (921) (84,921)
Profit before Taxation (987,747) (660,684)
Income tax 23 - -
Profit for the year (987,747) (660,684)
Total Comprehensive Income for the year attributable to owners of the
Parent Company
(987,747) (660,684)
Earnings per share in pence from continuing operations attributable to
owners of the Parent - Basic & Diluted 24
(0.464p)
(0.352p)
COINSILIUM GROUP LIMITED
STATEMENTS OF FINANCIAL POSITION
AS AT 31 DECEMBER 2024
Group Company
31 December 2024 31 December 2023 31 December 2024
Note 31 December 2023
GBP GBP GBP
GBP
Non-Current Assets
Intangible assets 7 120,220 120,220 1,860 1,860
Property, plant and equipment 8 808 1,039 - -
Financial assets at fair value through
profit or loss 360,905 360,905
9 1,949,242 2,162,782
Investment in subsidiaries 10 - - 1,644,333 1,644,333
Intercompany loans 10 - - 1,195,727 2,200,125
2,070,270 2,284,041 3,202,825 4,207,223
Current Assets
Trade and other receivables 11 58,947 107,738 32,489 75,865
Cash and cash equivalents 12 286,999 283,757 133,343 150,444
Other current assets 13 957,655 966,716 480,372 466,341
1,303,601 1,358,211 646,204 692,650
Total Assets 3,373,871 3,642,252 3,849,029 4,899,873
Equity attributable to owners of the
Parent
Share capital 16 - - - -
Share premium 16 9,232,304 8,658,154 9,232,304 8,658,154
Share option reserve 17 402,918 353,991 402,918 353,991
Other reserves 504,114 504,114 - -
Retained losses (6,962,644) (5,976,196) (5,915,670) (4,192,668)
Total equity attributable to owners of
the Parent 3,176,692 3,719,552 4,819,477
3,540,063
Current Liabilities
Trade and other payables 14 197,179 102,189 129,476 80,396
Total Liabilities 197,179 102,189 129,476 80,396
Total Equity and Liabilities 3,373,871 3,642,252 3,849,028 4,899,873
The Financial Statements were approved and authorised for issue by the Board of Directors on 26 June 2025 and were signed on its behalf by:
Eddy Travia
Chief Executive Officer
COINSILIUM GROUP LIMITED
STATEMENT OF CHANGES IN EQUITY
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June 27, 2025 07:00 ET (11:00 GMT)
DJ Coinsilium Group Limited: ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 -8-
FOR THE YEAR ENDED 31 DECEMBER 2024
GROUP Attributable to Equity Shareholders
Share Share Share option Other Retained Total
capital premium reserve reserves losses
GBP
GBP GBP GBP GBP GBP
As at 31 December 2022 - 8,344,974 677,064 504,114 (5,731,435) 3,794,717
Loss for the year - - - - (660,684) (660,684)
Total comprehensive income - - - - (660,684) (660,684)
Issue of shares - 355,650 - - - 355,650
Issue of warrants - (35,330) 35,330 - - -
Issue of share options - - 57,520 - - 57,520
Cost of issuing shares - (7,140) - - - (7,140)
Lapsed or expired share-based payments - - (415,923) - 415,923 -
Total transactions with owners - 313,180 (323,073) - 415,923 406,030
recognised directly in equity
As at 31 December 2023 - 8,658,154 353,991 504,114 (5,976,196) 3,540,063
Loss for the year - - - - (987,747) (987,747)
Total comprehensive income - - - - (987,747) (987,747)
Issue of warrants - - 50,226 - - 50,226
Issue of shares - 571,400 - - - 571,400
Cost of issuing shares - (16,250) - - - (16,250)
Exercise of warrants - 19,000 (1,299) - 1,299 19,000
Total transactions with owners - 574,150 48,927 - 1,299 624,376
recognised directly in equity
As at 31 December 2024 - 9,232,304 402,918 504,114 (6,962,644) 3,176,692
COINSILIUM GROUP LIMITED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
PARENT COMPANY Attributable to Equity Shareholders
Share capital Share premium Share option Retained Total
reserve losses
GBP GBP GBP
GBP GBP
As at 1 January 2023 - 8,344,974 677,064 (4,220,117) 4,801,921
Profit for the year - - - (388,474) (388,474)
Total comprehensive income for the year - - - (388,474) (388,474)
Issue of share options - - 57,520 - 57,520
Issue of warrants - (35,330) 35,330 - -
Issue of shares - 355,650 - - 355,650
Cost of issuing shares (7,140) - - (7,140)
Lapsed or expired share-based payments - - (415,923) 415,923 -
Total transactions with owners recognised
directly in equity - 313,180 (323,073) 406,030
415,923
As at 31 December 2023 - 8,658,154 353,991 (4,192,668) 4,819,477
Loss for the year - - - (1,724,301) (1,724,301)
Total comprehensive income for the year - - - (1,724,301) (1,724,301)
Issue of warrants - - 50,226 - 50,226
Issue of shares - 571,400 - - 571,400
Cost of issuing shares - (16,250) - - (16,250)
exercise of warrants - 19,000 (1,299) 1,299 19,000
Total transactions with owners recognised - 574,150 48,927 1,299 624,376
directly in equity
As at 31 December 2024 - 9,232,304 402,918 (5,915,670) 3,719,552
COINSILIUM GROUP LIMITED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2024
Group Company
2024 2023
2024 2023
Note GBP GBP
GBP GBP
Cash flows from operating activities
Profit before taxation (987,747) (660,684) (1,724,300) (388,474)
Adjustments for:
Finance income (842) (1,010) (842) (1,010)
Depreciation and amortisation 231 984 - -
Accrued investment income - (3,699) - -
Share based payments 6 50,226 57,520 50,226 57,520
Provision for loans to subsidiaries - - 1,004,398 192,851
Unrealised gain on crypto tokens at FV 13 (252,364) (261,233) (252,364) 11,870
Realised gain on crypto tokens (99,790) - - -
Decrease / (increase) in financial assets at fair value
through profit or loss 9 - -
138,288 (17,289)
Impairment of financial assets 243,734 - 3,764 -
(MORE TO FOLLOW) Dow Jones Newswires
June 27, 2025 07:00 ET (11:00 GMT)
DJ Coinsilium Group Limited: ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 -9-
Unrealised foreign exchange movements 867 60,856 (4,067) -
(Increase)/Decrease in trade and other receivables 11 43,376 (9,162)
1,995 20,001
Increase/(Decrease) in trade and other payables 14 193,890 (42,650) 49,080 85
Net cash (used in) / generated by operating activities (830,729) (136,320)
(711,512) (847,204)
Cash flows from investing activities
Purchase of intangible assets - (19,000) - -
Interest received 842 1,010 842 1,010
Purchase of property, plant & equipment - - - -
Purchase of other current assets 13 (472,395) - (373,553)
Proceeds on disposal of other current assets 13 711,057 296,676 711,089 -
Purchase of financial assets at fair value through profit
or loss - - -
(66,551)
Decrease/(increase) in loans to subsidiary undertakings - - (525,517)
-
Net cash generated from/(used in) investing activities 338,378 (524,507)
239,504 212,135
Cash flows from financing activities
Proceeds from issue of shares (net of costs) 16 475,250
475,250 251,010 251,010
Net cash generated from financing activities 472,250 251,010
472,250 251,010
Net (decrease)/increase in cash and cash equivalents (17,101) (409,817)
3,242 (384,059)
Cash and cash equivalents at beginning of year 150,444 560,261
283,757 667,816
Cash and cash equivalents at end of year 12 286,999 283,757 133,343 150,444
Within proceeds from the issue of ordinary shares is an amount of GBP20,000 that was received in the form of cryptocurrency tokens (2023: GBP50,650).
COINSILIUM GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
ACCOUNTING POLICIES
1 General Information
Coinsilium Group Limited ("the Group" or "the Company") is a limited liability company domiciled in the British Virgin Islands and is quoted on the Aquis Growth Market. The Company was incorporated on 25 September 2014.
Coinsilium is a focused Web3 Investor, Advisor and Venture Builder operationally based in Gibraltar. As an innovator with proven technological and commercial expertise and development capabilities in the Web3 arena, Coinsilium provides revenue-generating strategic advisory services and teams up with leading tech experts to build Web3 ventures. Through its subsidiary Nifty Labs, a Web3 and NFT technology development centre in Gibraltar in partnership with blockchain tech experts Indorse, the Group enables major Web2 players to successfully transition into the Web3 space.
2 Summary of significant accounting policies
The principal accounting policies applied in the preparation of these consolidated Financial Statements are set out below. These policies have been consistently applied unless otherwise stated.
2.1 Basis of preparation of Financial Statements
The Group and Company Financial Statements have been prepared in accordance with International Financial Reporting Standards as adopted by the European Union ("IFRS").
The Financial Statements have been prepared on the historical cost basis, except for the measurement to fair value of certain financial assets and financial instruments as described in the accounting policies below.
The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group's Accounting Policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the consolidated Financial Statements are disclosed in Note 4.
On 25 September 2014, Coinsilium Group Limited was incorporated to act as the holding company for the Group. On incorporation, 1 share was issued at GBPNil par value.
2.2 New IFRS standards and interpretations
New standards, interpretations and amendments adopted without an impact on the Group's consolidated financial
statements effective from 1 January 2024
. Classification of Liabilities as Current or Non-current (Amendments to IAS 1)
. Lease Liability in a Sale and Leaseback (Amendments to IFRS 16)
. Supplier Finance Arrangements (Amendments to IAS 7 and IFRS 7)
. Non-current Liabilities with Covenants (Amendments to IAS 1)
New and revised standards and interpretations not applied
Certain new accounting standards and interpretations have been published that are not mandatory for 31 December 2024 reporting periods and have not been early adopted by the Group and the Company. These standards are not expected to have a material impact on the Group and the Company in the current or future reporting periods and on foreseeable future transactions.
2.3 Basis of Consolidation
The Group Financial Statements consolidate the financial statements of Coinsilium Group Limited and the financial statements of all of its subsidiary undertakings made up to 31 December 2024.
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Subsidiaries are all entities over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the subsidiary and has the ability to affect those returns through its control over the entity. Where an entity does not have returns, the Group's power over the investee is assessed as to whether control is held. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases.
Inter-company transactions, balances, and income and expenses on transactions between Group companies are eliminated. Profits and losses resulting from intercompany transactions that are recognised in assets are also eliminated. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group.
Investments in subsidiaries are stated at cost less provision for impairment.
2.4 Going Concern
As described in the Results and Dividends section of this Directors' Report, the Group has reported an operating loss for the year.
In considering the Group's ability to continue in operation for the foreseeable future, the Directors have considered the forecast operating cash-flows up to the end of 30 June 2026, along with the expectations of additional cash investments into digital token projects which remain entirely in the Company's control.
As at the reporting date, the Company had GBP296k in cash reserves and GBP484k in readily convertible digital asset tokens. Furthermore, the Company successfully raised a total of GBP8.75m (before expenses) following the reporting period through a two private placements of new ordinary shares and two oversubscribed follow-on retail offerings as announced 15 May 2025 and 29 May 2025 respectively and a retail offering on 17 June 2025.
As the Directors have continued to maintain a high level of control over operating expenditures throughout the period, which it feels remains appropriate given the current size of the business, operating cashflows to 30 June 2026, along with expectations of additional digital asset token investments, are projected to be substantially met from existing cash resources (including post period end cash raised via the private placement and retail offering) without the need for significant reliance on realisation of readily convertible digital asset tokens in the Company portfolio, which remains available for any additional investment deemed advantageous over this period, or any further additional funding activity.
As a consequence, the Directors have a reasonable expectation that the Group and Company have adequate resources to continue in operational existence for the foreseeable future. Thus, they continue to adopt the going concern basis of accounting in preparing the annual financial statements.
2.5 Business Combinations
The acquisition of subsidiaries in a business combination is accounted for using the acquisition method. The cost of the acquisition is measured at the aggregate of the fair values, at the date of exchange, of assets given, liabilities incurred or assumed, and equity instruments issued by the Group in exchange for control of the acquired, plus any costs directly attributable to the business combination. The acquiree's identifiable assets, liabilities and contingent liabilities that meet the conditions for recognition under IFRS 3 are recognised at their fair value at the acquisition date.
2.6 Foreign Currencies
i. Functional and presentation currency
The functional currency of the Group and Company is UK Pound Sterling (GBP) and all values are rounded to the nearest Pound. This is on the basis that the Group is based in the United Kingdom, its overheads are generally incurred in sterling, its funds are generally held mainly in sterling bank accounts, and its investors have invested in sterling-based instruments. The Group financial statements are presented in UK Pound Sterling, which is the Group's presentational currency.
ii. Transactions and balances
Transactions in foreign currencies are translated at the exchange rate ruling at the date of each transaction. Foreign currency monetary assets and liabilities are retranslated using the exchange rates at the reporting date. Gains and losses arising from changes in exchange rates after the date of the transaction are recognised in profit or loss. Non-monetary assets and liabilities that are measured in terms of historical cost in a foreign currency are translated at the exchange rate at the date of the original transaction.
2.7 Intangible Assets
i. Trademarks
Trademark intangible assets have been recorded at cost, being their estimated fair value at the time of acquisition. They are amortised over their estimated useful economic lives, if the useful economic lives can be determined. If useful economic lives cannot be reliably determined then trademark intangibles are held at cost and subject to annual impairment review.
ii. Customer contracts
Customer contracts, such as the acquisition of a book of advisory clients from a third party, that do not qualify as a business combination under IFRS 3 give rise to the recognition of a goodwill intangible asset. The asset is recognised at cost and subject to annual impairment reviews, with any impairment recognised in profit and loss for the period. Once the asset gives rise to identifiable revenues, the cost (less impairment to date) of the asset is amortised over the period of the anticipated revenue streams, pro rata with the realisation of revenue as a proportion of total anticipated revenue to arise from the asset.
2.8 Property, Plant and Equipment
Property, plant and equipment is stated at cost less accumulated depreciation and any accumulated impairment losses. Depreciation is provided on all property, plant and equipment to write off the cost less estimated residual value of each asset over its expected useful economic life on a straight-line basis at the following annual rates:
Office equipment - 33.33% straight line over the life of the asset
Assets that are subject to depreciation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs to sell and value in use.
2.9 Financial Assets
From 1 January 2018 the Group and Company classifies its financial assets in the following measurement categories:
-- Those to be measured subsequently at fair value through profit or loss; and -- Those to be measured at amortised cost.
The classification depends on the business model for managing the financial assets and the contractual terms of the cash flows. Financial assets are classified as at amortised cost only if both of the following criteria are met:
-- The asset is held within a business model whose objective is to collect contractual cash flows; and -- The contractual terms give rise to cash flows that are solely payments of principal and interest.
Financial assets at amortised cost are subsequently measured using the effective interest rate (EIR) method and are subject to impairment. The Group's and Company's financial assets at amortised cost include trade and other receivables and cash and cash equivalents. A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is primarily derecognised when:
-- The rights to receive cash flows from the asset have expired; or -- The Group and Company has transferred its rights to receive cash flows from the asset or has assumed an obligation
to pay the received cash flows in full without material delay to a third party under a 'pass-through' arrangement;
and either (a) the Group and Company has transferred substantially all the risks and rewards of the asset, or (b)
the Group and Company has neither transferred nor retained substantially all the risks and rewards of the asset,
but has transferred control of the asset.
The Group recognises an allowance for expected credit losses (ECLs) for all debt instruments not held at fair value through profit or loss. ECLs are based on the difference between the contractual cash flows due in accordance with the contract and all the cash flows that the Group expects to receive, discounted at an approximation of the original EIR. The expected cash flows will include cash flows from the sale of collateral held or other credit enhancements that are integral to the contractual terms.
For trade receivables (not subject to provisional pricing) and other receivables due in less than 12 months, the Group applies the simplified approach in calculating ECLs, as permitted by IFRS 9. Therefore, the Group does not track changes in credit risk, but instead, recognises a loss allowance based on the financial asset's lifetime ECL at each reporting date.
The Group and Company classifies the following financial assets at fair value through profit or loss:
-- Debt instruments that do not qualify for measurement at either amortised cost or fair value through other
comprehensive income; and -- Equity investments for which no election has been made to recognise fair value gains and losses through other
comprehensive income.
The Group and Company measures all equity investments at fair value through profit or loss.
2.9 Financial Assets (continued)
Unquoted investments are valued by the Directors using primary valuation techniques such as recent transactions, last price or net asset value.
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Where the fair value of an equity investment cannot be estimated reliably, such as investments in unquoted companies, fair value is based on cost less any impairment charges. In this case impairment charges are recognised in profit or loss. The Group assesses at each period end date whether there is any objective evidence that a financial asset or group of financial assets classified as available-for-sale has been impaired.
Loans and Receivables
Receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. After initial recognition, these are measured at amortised cost using the effective interest method, less provision for impairment. Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and other receivables fall into this category of financial instruments. In relation to the Company, loans to and from subsidiaries are also recognised within this category of financial instruments.
Individually significant receivables are considered for impairment when they are past due or when other objective evidence is received that a specific counterparty will default on payment.
Other financial assets are also classified within the loans and receivables category.
Impairment of Financial Assets
The Group and Company assesses at the end of each reporting period whether there is objective evidence that a financial asset is impaired. For equity investments classified as available-for-sale, a significant or prolonged decline in the fair value of the security below its cost is evidence that the assets are impaired. If any such evidence exists for available-for-sale financial assets, the cumulative loss - measured as the difference between the acquisition cost and the current fair value, less any impairment loss on that financial asset previously recognised in profit or loss - is removed from equity and recognised in profit or loss. Impairment losses recognised in profit or loss on equity instruments are not reversed through profit or loss.
For loans and receivables, the amount of the loss is measured as the difference between the asset's carrying amount and the present value of estimated future cash flows discounted at the asset's effective interest rate.
Impairment testing of available-for sale financial assets is described in Note 4.
2.10 Other Current Assets
Crypto Tokens
Other current assets - Crypto Tokens are digital assets, including tokens and cryptocurrency, which do not qualify for recognition as cash and cash equivalents or financial assets, and have an active market which provides pricing information on an ongoing basis. Other current assets are initially measured at fair value. Subsequently, digital assets are measured at fair value. Gains and losses on measurement are recognised directly in profit or loss. Where a digital asset is disposed of, the cumulative gain or loss previously recognised in other comprehensive income is reclassified to profit or loss. Digital assets are included in current assets as management intends to dispose of them within 12 months of the end of the reporting period.
Rights to Future Tokens
Projects and entities looking to launch a blockchain network or product make use of agreements such as a 'Simple Agreement for Future Tokens' ('SAFT') to attract early-stage investors and lock in funding from interested parties. A SAFT is an early-stage investment, where the investor provides upfront funding to a project in exchange for an entitlement to receive a variable number of digital assets or tokens in the future upon a successful launch of the respective project. The number of digital assets or tokens is usually detailed in the agreement but can vary,
impacting the determination of the accounting treatment. Factors to consider include (but are not limited to) the characteristics and features that the digital asset or tokens will have, and the rights to which the future holders will be entitled.
The Rights to Future Tokens in the Group consist of such agreements for future tokens and are accounted for at cost less impairment. When such rights crystalise and result in the receipt of the tokens in question, these assets will be recognised as Crypto Tokens and measured at fair value.
2.11 Cash and Cash Equivalents
Cash and cash equivalents comprise cash in hand and current and deposit balances at banks with maturities of three months or less from inception.
2.12 Current and Deferred Taxation
The tax expense represents the sum of the tax currently payable and deferred tax. The liability for current tax is calculated using tax rates and laws that have been enacted or substantively enacted by the reporting date.
Deferred tax is the tax expected to be payable or recoverable on temporary differences between the carrying amounts of assets and liabilities in the group or parent company financial statements and the corresponding tax bases used in the computation of taxable profit and is accounted for using the balance sheet liability method.
Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be recognised. Such assets and liabilities are not recognised if the temporary difference arises from the initial recognition of goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.
Deferred tax is calculated at the tax rates and laws that are expected to apply in the period when the liability is settled, or the asset is recognised based on tax laws and rates that have been enacted at the reporting date. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited in other comprehensive income, in which case the deferred tax is also dealt with in other comprehensive income.
2.13 Financial liabilities
Financial liabilities are recognised when the Group and Company becomes party to the contractual provisions of the instrument and are initially measured at fair value. They are de-recognised when extinguished, discharged, cancelled or expired.
The Group's and Company's financial liabilities comprise trade and other payables.
Trade and other payables are recognised initially at their fair value and subsequently measured at amortised cost using the effective interest rate method, less settlement payments.
2.14 Equity
An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all of its liabilities. Equity instruments issued by the Company are recorded at the proceeds received net of direct issue costs.
The share premium account represents premiums received on the initial issuing of the share capital. Any transaction costs associated with the issuing of shares are deducted from share premium, net of any related income tax benefits.
The share capital account represents the amount subscribed for shares at nominal value. Since the Company's shares have a GBPNil par value, no amounts are credited to share capital and all amounts received on the initial issuing of shares are credited to the share premium.
Other reserves represent the accumulated fair value adjustments on other current assets that are not permanently impaired.
Share option reserve represents the fair values of share options and warrants granted.
Retained earnings/(deficit) include all results as disclosed in the statement of comprehensive income.
2.15 Share Based Payments
The Group makes payments to third parties through share-based schemes, under which the entity receives services from third party suppliers as consideration for equity instruments (shares, options and warrants) of the Group. The Group may also issue warrants to share subscribers as part of a share placing. The fair value of the equity-settled share based payments is recognised as an expense in the income statement or charged to equity depending on the nature of the service provided or instrument issued.
The total amount to be expensed or charged in the case of options is determined by reference to the fair value of options granted:
-- Including any market performance conditions; -- Excluding the impact of any service and non-market performance vesting conditions (for example, profitability or
sales growth targets, or remaining an employee of the entity over a specified time period); and -- Including the impact of any non-vesting conditions (for example, the requirement for employees to save).
In the case of shares and warrants, the amount charged to the share premium account is determined by reference to the fair value of the services received.
2.16 Revenue
Revenue comprises the fair value of the consideration received or receivable for consultancy and advisory services provided, excluding VAT and relevant sales taxes.
Revenue is recognised for services when the Group has satisfied its contractual performance obligation in respect of the services. The amount recognised for the services performed is the consideration that the Group is entitled to for performing the services provided. Consultancy and advisory services are recognised over time whereas success fees on completion of a Token Generation Event are recognised at a point in time.
The majority of contracts for services and success fees are for a fixed number of tokens and cryptocurrency, which equates to the fair value of services provided. Revenue is recorded at the token or cryptocurrency rate as quoted on the date the performance obligation is fulfilled.
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2.17 Leases
Payments associated with short-term leases and all leases of low-value assets are recognised on a straight-line basis as an expense in profit or loss. Short-term leases are leases with a lease term of 12 months or less.
3. Financial Risk Management
3.1 Financial Risk Factors
The Group's activities expose it to a variety of financial risks being market risk (including interest rate risk, and currency risk), credit risk, and liquidity risk. The Group's overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Group's financial performance.
Market Risk
i. Foreign currency risks
At 31 December 2024, management maintained the majority of the Group's cash assets in sterling bank accounts to minimise foreign currency risk. The Company will continue to hold any significant cash assets in sterling.
In respect of investments, management believes that the foreign currency risk is a far lower risk than the market risk and do not currently actively look to manage foreign currency risk arising from investments.
The Directors will continue to assess the effect of movements in exchange rates on the Group's financial operations and initiate suitable risk management measures where necessary.
ii. Interest Rate Risk
Interest rate risk is the risk that the value of a financial instrument or cash flows associated with the instrument will fluctuate due to changes in market interest rates. As the Group has no borrowings, it is not exposed to interest rate risk on financial liabilities. The Group's interest rate risk arises from its cash held on short-term deposit, and from the provision of convertible loans, which are not significant.
iii. Price Risk
The Group is exposed to equity securities price risk because of investments held and classified in the Statement of Financial Position as financial assets through profit or loss. To manage its price risk arising from investments in equity securities, the Group could diversify its portfolio. However, given the size of the Group's operations, the costs of managing exposure to securities price risk exceed any potential benefits. In addition, the Group is exposed to high levels of price volatility in cryptocurrency and tokens. The Group currently seeks to manage price volatility risk by actively monitoring its portfolio of digital assets. The Directors will revisit the appropriateness of these policies should the Group's operations change in size or nature. The Group has no exposure to commodity price risk.
Credit Risk
Credit risk is the risk of loss associated with counterparty's inability to fulfil its payment obligations. The Group's credit risk is attributable to cash and cash equivalents and trade and other receivables. The credit risk on cash is limited because the Group invests its cash in deposits with well-capitalised financial institutions with strong credit ratings. The Group's exposure to credit risk is reduced as it deals with less new clients and more established clients.
Liquidity Risk
The Group's approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when due. As at 31 December 2024 the Group had unrestricted cash of GBP286,999 to settle trade and other payables of GBP197,179. Most of these accounts payable have contractual maturities of less than 30 days and are subject to normal trade terms.
3.2 Fair Value Estimation
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:
· In the principal market for the asset or liability; or
· In the absence of a principal market, in the most advantageous market for the asset or liability
The principal or the most advantageous market must be accessible by the Group.
The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest.
A fair value measurement of a non-financial asset takes into account a market participant's ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use.
The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs.
All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorised within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:
· Level 1 - Quoted (unadjusted) market prices in active markets for identical assets or liabilities
· Level 2 - Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable
· Level 3 - Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable
For assets and liabilities that are recognised in the financial statements on a recurring basis, the Company determines whether transfers have occurred between levels in the hierarchy by re-assessing categorisation (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period.
For the purpose of fair value disclosures, the Company has determined classes of assets and liabilities on the basis of the nature, characteristics and risks of the asset or liability and the level of the fair value hierarchy, as explained above.
The following table presents the Group's assets and liabilities that are measured at fair value at 31 December 2024 and 2023:
Level 1 Level 2 Level 3 Total
GBP GBP GBP GBP
Assets
Financial assets at fair value through profit or loss
- Equity holdings - - 1,949,242 1,949,242
Other current assets
-Tokens - 476,608 - 476,608
-Rights to Future Tokens - - 432,383 432,383
-Collectible stamps - 48,664 - 48,664
Total assets at 31 December 2024 - 525,272 2,381,625 2,906,897
3.2 Fair Value Estimation (continued)
Level 1 Level 2 Level 3 Total
GBP GBP GBP GBP
Assets
Financial assets at fair value through profit or loss
- Equity holdings - - 2,162,783 2,162,783
Other current assets
-Tokens - 466,341 - 466,341
-Rights to Future Tokens - - 451,711 451,711
-Collectible stamps - 48,664 - 48,664
Total assets at 31 December 2023 - 515,005 2,614,494 3,129,499
Movements in financial assets at fair value through profit or loss are disclosed in Note 9 to the Financial Statements.
All financial assets are in unlisted securities, and many are in companies which are pre-revenues.
Movements in other current assets for the year ended 31 December 2024 are disclosed in Note 14 to the Financial Statements. A level 2 hierarchy has been attributed to tokens as the traded exchanges are directly derived from the active market for Ether and Bitcoin exchanges.
There were no transfers between levels during the year.
The Group recognises the fair value of financial assets at fair value through profit or loss at the cost of investment unless:
-- There has been a specific change in circumstances which, in the Group's opinion, has permanently impaired the value
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of the financial asset. The asset will be written down to the impaired value; -- There has been a significant change in the performance of the investee compared with budgets, plans or milestones; -- There has been a change in expectation that the investee's technical product milestones will be achieved or a
change in the economic environment in which the investee operates; -- There has been an equity transaction, subsequent to the Group's investment, which crystallises a valuation for the
financial asset which is different to the valuation at which the Group invested. The asset's value will be adjusted
to reflect this revised valuation; or -- An independently prepared valuation report exists for the investee within close proximity to the reporting date.
3.3 Capital Risk Management
The Group's objectives when managing capital are to safeguard the entity's ability to continue as a going concern, so that it can continue to develop and support its interests in cryptocurrency and blockchain technology products and services and provide returns for shareholders and benefits for stakeholders.
The Group actively and regularly reviews and manages its capital structure to ensure an optimal capital structure and equity holder returns, taking into consideration the future capital requirements of the Group and capital efficiency, prevailing and projected profitability, projected operating cash flows, projected capital expenditures and projected strategic investment opportunities. Management regards total equity as capital and reserves, for capital management purposes.
The Group sets the amount of capital in proportion to risk. The Group manages the capital structure and makes adjustments to it in the light of changes in economic conditions and the risk characteristics of the underlying assets. In order to maintain or adjust the capital structure, the Group may adjust the number of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets.
3.3 Capital Risk Management (continued)
The Group considers its capital to include share capital and share premium. Net cash comprises cash and cash equivalents only as there is no debt held.
4. Critical Accounting Estimates and Judgements
The preparation of the Group and Company Financial Statements in conformity with IFRS requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities, at the date of the financial information and the reported amounts of revenue and expenses during the reporting period. Although these estimates are based on management's best knowledge of the amounts, events or actions, actual results ultimately may differ from these estimates.
Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
Significant items subject to such estimates and assumptions include, but are not limited to:
i. Fair Value Measurement
On acquisition, investments are valued at cost as this is deemed to be the fair value. Subsequent to this, management uses valuation techniques and other relevant information to determine the fair value of financial instruments (where active market quotes are not available) and non-financial assets. This involves developing estimates and assumptions consistent with how market participants would price the instrument. Management bases its assumptions on observable data as far as possible, but this is not always available. In that case management uses the best information available. Estimated fair values may vary from the actual prices that would be achieved in an arm's length transaction at the reporting date.
The Group has assessed its investments in Coindash and Greengage of GBP632,307 and GBP652,537 respectively based on valuation metrics associated with analogous asset values and independent funding valuations as proxies to fair value. The remainder of its investments in Arcadian Youth, Indorse and Silta of GBP360,905, GBP263,699 and GBP39,793 respectively are all either in the early stages of development or lack any suitably analogous asset valuations or independent valuation metrics to act as proxies for fair value. The Board has therefore determined that the cost of these investments represents the best proxy for fair value as at the current reporting date, based on discussions with the investees management teams and against the backdrop of the broader strength of the crypto industry as a whole, and has thus concluded that no impairments of these investments are required.
ii. Share Based Payments
Estimating fair value for share based payment transactions requires determination of the most appropriate valuation model, which is dependent on the terms and conditions of the grant of share options and warrants. This estimate also requires determination of the most appropriate inputs to the valuation model including the expected life, volatility and dividend yield and making assumptions about them.
Critical judgements in applying the Group's accounting policies include, but are not limited to:
(i) Assessment of Control and Significant Influence
Where the proportion of equity held in an investment is near or above 20%, the Directors consider carefully whether the Group has significant influence over the entity. The Directors consider the percentage of equity held, representation on the Board and the extent to which they are actually involved with management of the entity and their ability to change the percentage of equity held/ influence management in the future. Where management believes that the Group exerts significant influence over an investment, the investment will be considered an associate investment and equity accounted in the Financial Statements.
In the case of many of the investments acquired from Seedcoin Limited, Coinsilium Group Limited has agreed not to exercise its rights as a shareholder to influence the operation of the investees' businesses for the first twelve months after it acquired an interest in the investment. These agreements override any potential rights to exert significant influence or control these businesses, either as shareholder or through the appointment of Directors. Accordingly, the Directors have concluded these investments should be classified as financial assets at fair value through profit or loss as the Group has agreed and is legally bound not to exert any significant influence or control over these investments.
Following the lapse of the 12-month period over which the Group is legally bound not to appoint a director to the Board, or to influence strategic or operational policy over the investee, the Group may henceforth be required to reclassify some or all of these investments as either associates or subsidiaries as may be the case considering the situation at the time.
(ii) Impairment of Financial Assets
Financial assets at fair value through profit or loss have a carrying value of GBP1,949,242 at 31 December 2024.
The Group follows the guidance of IFRS 9 to determine when a financial asset is impaired. This determination requires significant judgement. In making this judgement, the Group evaluates, among other factors, the duration and extent to which the fair value of an investment is less than its cost, and the financial health of, and short-term business outlook for, the investee, including factors such as industry and sector performance, changes in technology and operational, financing cash flow and proposed fundraising.
5. Segmental Reporting
The Directors have determined that the Group operates three distinct business segments over multiple geographical areas and that these three segments form the basis of Group performance monitoring; Investing activities, Advisory activities and Corporate activity.
The Group generated revenue of GBP6,000 during the year ended 31 December 2024 (2023: GBP37,250). The Company generated revenue of GBPNil during the year ended 31 December 2024 (2023: GBP10,417).
Investing Advisory Corporate Total
2024
GBP GBP GBP GBP
Revenue - 6,000 - 6,000
Administrative expenses - (246,459) (717,341) (963,800)
Finance income - - 842 842
Forex gain or (loss) 659 - (1,580) (921)
Profit/(loss) from operations per reportable 659 (240,459) (718,079) (957,879)
segment
Net fair value gains/(losses) on financial assets
(138,288) - - (138,288)
Unrealised gain/(loss) on digital assets through P 252,364 - - 252,364
&L
Realised gain/(loss) on disposal of digital assets 99,790 - - 99,790
Impairment of other current assets (243,734) - - (243,734)
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DJ Coinsilium Group Limited: ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 -14-
Profit before tax (29,209) (240,459) (718,079) (987,747)
Additions to non-current assets - - - -
Disposals of non-current assets - - - -
Reportable segment assets 5,819,521 (1,614,721) (830,929) 3,373,871
Reportable segment liabilities 141,513 48,836 6,830 197,179
5. Segmental Reporting (continued)
Investing Advisory Corporate Total
2023
GBP GBP GBP GBP
Revenue 10,917 26,333 - 37,250
Cost of Sales - - - -
Administrative expenses - (219,373) (676,871) (896,244)
Finance income - - 1,010 1,010
Forex gain or (loss) (84,449) - (472) (84,921)
Profit/(loss) from operations per reportable (73,532) (193,040) (676,333) (942,905)
segment
Gains on disposal of other current assets 69,442 - - 69,442
Net fair value gains/(losses) on financial assets
17,289 - - 17,289
Unrealised gain/(loss) on digital assets through P 191,791 - - 191,791
&L
Investment income 3,699 - - 3,699
Share of Associate loss for the year - - - -
Profit before tax 208,689 (193,040) (676,333) (660,684)
Additions to non-current assets - 116,500 - 116,500
Disposals of non-current assets - - - -
Reportable segment assets 5,491,326 (1,158,794) (825,512) 3,507,020
Reportable segment liabilities 80,435 14,887 6,867 102,189
6. Expenses by Nature
Group
2024 2023
GBP GBP
Consultancy fees 135,553 136,228
Directors' remuneration (note 20) 265,226 265,167
Share based payments 50,226 57,520
Depreciation 231 986
Fees payable to Company's auditor 40,875 48,850
Property costs 33,571 32,727
Marketing and promotional 110,905 83,145
Legal and professional 312,555 254,681
Other expenses including foreign exchange 14,658 16,940
Total cost of sales and administrative expenses 963,800 896,244
7. Intangible Assets
Non current Group Group Group Company
Trademarks Customer contracts Total Trademarks
GBP GBP GBP GBP
Cost
As at 31 December 2023 3,720 116,500 120,220 1,860
As at 31 December 2024 3,720 116,500 120,220 1,860
Customer contracts comprises the cost of the acquisition of the unincorporated "Tokenomi" advisory business in the prior year, for which the Group paid GBP19,000 in cash and GBP97,500 in new ordinary shares.
Trademarks comprise two trademarks purchased for TerraStream and Tokenomix.
8. Property, Plant and Equipment
Group Company
Office Equipment Office Equipment
GBP GBP
Cost
As at 31 December 2023 5,473 -
Additions during the year - -
As at 31 December 2024 5,473 -
8. Property, Plant and Equipment (continued)
Group Company
Office Equipment Office Equipment
GBP GBP
Depreciation
As at 31 December 2023 4,433 -
Charge for the year 232 -
As at 31 December 2024 4,665 -
Net book value as at 31 December 2023 1,039 -
Net book value as at 31 December 2024 808 -
9. Financial assets at fair value through profit or loss
The Group classifies equity investments for which the Group has not elected to recognise fair value gains and losses through other comprehensive income as financial assets at fair value through profit or loss (FVPL).
Unlisted Unlisted Security Unlisted Security Unlisted Unlisted Security
Security Asia United Kingdom Rest of Europe Security Rest of World Total
Americas
GBP GBP GBP GBP GBP GBP
At 1 January 1,213,397 652,537 120,103 - 176,744 2,162,782
2024
Additions - - - - - -
Disposals - - (79,586) - - (79,586)
Impairment - - - - - -
Fair value (588,793) - - - 450,505 (138,
movement 288)
Foreign exchange - - (725) - 5,059 4,334
movement
At 31 December 624,604 652,537 39,792 - 632,308 1,949,242
2024
At 31 December 2024, the Group and Company owns unlisted shares in:
-- Arcadian Youth Pte Ltd (former name: StartupToken Pte. Ltd.), a company incorporated in Singapore; -- Elevate Limited, a company incorporated in Gibraltar;
9. Financial assets at fair value through profit or loss (continued)
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-- Coin-Dash Ltd, a company incorporated in Israel; -- Indorse Pte. Ltd., a company incorporated in Singapore; and -- Greengage Global Holding Ltd, a company incorporated in UK.
Financial assets at fair value through profit or loss are denominated in the following currencies:
2024 2023
GBP GBP
UK Pound 1,013,443 1,013,442
Euro 39,793 120,104
US Dollar 632,307 176,744
Singapore Dollar 263,699 852,492
Total 1,949,242 2,162,782
10. Investments in Subsidiary Undertakings
Company
2024 2023
GBP GBP
Shares in Group Undertakings
At 1 January 1,644,333 1,644,333
At 31 December 1,644,333 1,644,333
Loans to subsidiary undertakings 3,475,802 2,846,297
Impairment of loan (2,280,075) (646,172)
Total 2,840,060 3,844,458
Loans payable to subsidiary undertakings - -
Total - -
Investments in Group undertakings are stated at cost, which is the fair value of the consideration paid.
10. Investments in Subsidiary Undertakings (continued)
Details of Subsidiary Undertakings
Name of subsidiary Place of Parent company Registered Share capital Principal activities
business capital held
Coinsilium Limited United Coinsilium Group Ordinary shares 100% Advisory services
Kingdom Limited GBP0.0001
Seedcoin Limited Gibraltar Coinsilium Group Ordinary shares 100% Investment
Limited GBPNil
Nifty Labs Limited1 Gibraltar Coinsilium Group Ordinary shares 100% Venture building for NFT and Web3
Limited GBP1,000 related activities
Coinsilium Gibraltar Gibraltar Coinsilium Group Ordinary shares 100% Blockchain advisory and venture
Limited Limited GBP1,000 activities
The registered office address of Coinsilium Limited is Salisbury House, London Wall, London, England, EC2M 5PS.
The registered office address of Seedcoin Limited is Portland House, Glacis Road, Gibraltar.
The registered office address of Nifty Labs Limited is Portland House, Glacis Road, Gibraltar.
The registered office address of Coinsilium Gibraltar Limited is Portland House, Glacis Road, Gibraltar.
1 During the year Nifty Labs Limited changed its name to Forza! Limited as part of a strategic shift towards a new business model of becoming a bitcoin treasury fund.
11. Trade and Other Receivables
Group Company
2024 2023 2024 2023
GBP GBP GBP GBP
Trade receivables 500 - - -
VAT receivable - - - -
Prepayments and accrued income 58,447 56,952 32,489 25,261
Other receivables - 50,786 - 50,605
58,947 107,738 32,489 75,866
The fair value of all trade and other receivables is the same as their carrying values stated above. Trade receivables at the reporting date were less than 30 days old and have been recovered in full post year end.
The carrying amounts of the Group and Company's trade and other receivables are denominated in the following currencies:
Group Company
2024 2023 2024 2023
GBP GBP GBP GBP
GBP 58,447 107,738 32,489 75,867
USD 500 - - -
The maximum exposure to credit risk at the reporting date is the carrying value of each class of receivable mentioned above. The Group does not hold any collateral as security.
12. Cash and Cash Equivalents
Group Company
2024 2023 2024 2023
GBP GBP GBP GBP
Cash at bank 286,999 283,757 133,343 150,444
13. Other Current Assets
Rights to Future Digital assets and Crypto Stamps Total
Tokens tokens
GBP GBP GBP GBP
At 1 January 2023 475,285 478,210 48,664 1,002,159
Additions - 111,804 - 111,804
Disposals - (370,092) - (370,092)
Impairment - (37,621) - (37,621)
Unrealised gain on token - 284,069 - 284,069
value
Transaction costs - (29) - (29)
Foreign exchange (23,574) - - (23,574)
movements
At 31 December 2023 451,711 466,341 48,664 966,716
Additions 229,015 373,553 - 602,568
Disposals - (611,267) - (611,267)
Vested in year (17,233) - - (17,233)
Impairment (239,593) (3,764) - (243,357)
Unrealised gain on token - 252,364 - 252,364
value
Transaction costs - (607) - (607)
Foreign exchange 4,719 3,752 - 8,471
movements
At 31 December 2024 428,619 480,372 48,664 957,655
13. Other Current Assets (continued)
Other current assets are digital assets, including crypto stamps and the rights to future tokens, which do not qualify for recognition as cash and cash equivalents or financial assets, and which have an active market which provides pricing information on an ongoing basis.
Breakdown of Other current assets:
Asset type Number of Tokens Platform traded on Valuation as of 31 December
2024
Bitcoin BTC 6.26 - GBP463,738
Ether ETH 3.58 - GBP8,206
Tether USDT - Binance, Coinbase -
Indorse IND 5,606,506 HitBTC, Uniswap GBP3,809
MANA MANA - Binance, Coinbase, Kraken, -
Kucoin
RIF RIF 40,663 Bitfinex, Binance GBP3,327
NFTs 760 OpenSea GBP1,292
Sandbox SAND - Binance, Kucoin, Bithumb -
Total tradable tokens: GBP480,372
Crypto stamps Total crypto stamps GBP48,664
rights to future tokens
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DJ Coinsilium Group Limited: ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 -16-
YELLOW GBP159,171
GGS GBP79,586
OTOMATO GBP59,689
EMBER -
Total future tokens GBP298,446
Total Other Current Assets GBP827,482
14. Trade and Other Payables
Group Company
2024 2023
2024 2023
GBP GBP
GBP GBP
Trade payables 26,506 46,775 15,990 31,222
Other taxation and social security 34,825 - - -
Accrued expenses 55,063 43,044 48,160 36,867
Other payables 80,785 12,370 65,326 12,308
197,179 102,189 129,476 80,397
15. Financial Instruments
Group Company
2024 2023 2024 2023
GBP GBP GBP GBP
Financial Assets
Financial assets at amortised cost
Trade and other receivables 58,946 107,738 32,489 75,865
Cash and cash equivalents 286,999 283,757 133,343 150,444
Other financial assets - - - -
Financial assets at fair value through profit or loss
Investments at FVTPL 1,949,242 2,162,782 360,905 360,905
Other current assets 957,655 966,716 480,372 466,341
3,252,842 3,520,993 1,007,109 1,053,555
Group Company
2024 2023
2024 2023
GBP GBP
GBP GBP
Financial Liabilities
Trade and other payables 197,179 102,188 129,476 80,397
197,179 102,188 129,476 80,397
16. Share Capital and Premium
Issued share capital
Ordinary shares Share premium Total
Group and Company Number of shares
GBP GBP GBP
As at 1 January 2023 174,748,234 - 8,344,974 8,344,974
As at 1 January 2024 195,208,233 - 8,658,154 8,658,154
Placing of shares 22,856,000 - 571,400 571,400
Cost of issuing shares - - (16,250) (16,250)
Warrants exercised 633,333 - 19,000 19,000
As at 31 December 2024 218,697,566 - 9,232,304 9,232,304
17. Other Reserves
Share based payment reserve Group Company
2024 2023 2024 2023
GBP GBP GBP GBP
1 January 353,992 677,064 353,992 677,064
Warrants issued in the year 50,225 35,330 50,225 35,330
Warrants exercised in the year (1,299) - (1,299) -
Warrants lapsed in the year - (415,922) - (415,922)
Options issued in the year - 57,520 - 57,520
31 December 402,918 353,992 402,918 353,992
18. Share Options and Warrants
Movements in the number of share options and warrants outstanding and their related weighted average exercise prices are as follows:
2024 2023
Weighted average exercise
Weighted average exercise price
Number GBP
price GBP
Number
At 1 January 33,909,999 0.0479 26,600,000 0.136
Granted - options - - 11,000,000 0.0425
Granted - warrants 22,856,000 0.0375 17,209,999 0.03
Exercised - warrants (633,333) 0.03 - -
Lapsed - warrants - - (20,900,000) (0.1421)
Outstanding at 31 December 56,132,666 0.0439 33,909,999 0.0479
Exercisable at 31 December 56,132,666 0.0439 33,909,999 0.0479
Warrants granted in the year include 18,900,000 granted to investors as part of their participation in equity capital raises in the year. As a consequence, the warrants are deemed to fall within the transaction value accounted for as capital fundraising activity and have had no fair value ascribed to the warrants themselves on grant. 3,956,000 warrants granted in the year to service providers who have been settled in equity have been fair valued using the Black Scholes model, giving rise to a share based payment charge in the current year of GBP50,226.
Share options outstanding and exercisable at the end of the year have the following expiry dates and exercise prices:
Expiry Date Exercise Price (GBP per share) 2024 Exercise Price (GBP per share) 2023
20 April 2025 - Warrants 0.03 16,576,666 0.03 17,209,999
22 July 2026 - Options 0.09 2,850,000 0.09 2,850,000
22 July 2026 - Options 0.135 2,850,000 0.135 2,850,000
7 November 2026 - Options 0.0425 11,000,000 0.0425 11,000,000
8 March 2027 - Warrants 0.0375 22,256,000 - -
4 Sep 2027 - Warrants 0.0375 600,000 - -
0.0439 56,132,666 0.0479 33,909,999
COINSILIUM GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
18. Share Options and Warrants (continued)
Range of exercise Number of Weighted average remaining life Weighted average remaining life
prices Shares (expected) years (contracted) years
GBP0.09 2,850,000 1.56 1.56
GBP0.0425 11,000,000 1.85 1.85
GBP0.135 2,850,000 1.56 1.56
GBP0.03 16,576,666 0.3 0.3
GBP0.0375 22,256,000 2.18 2.18
GBP0.0375 600,000 2.68 2.68
19. Employees
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DJ Coinsilium Group Limited: ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 -17-
The Group had no full time employees and four Directors in the period. Details of Directors' remuneration are disclosed in Note 20.
20. Directors' Remuneration
All Directors are considered to be key management personnel.
Total
Short Term Employee Benefits GBP Non Employment Fees GBP Health Insurance GBP
GBP
Executive Directors
Eddy Travia 21,000 140,772 6,208 167,980
Malcolm Palle 165,000 - 4,304 169,304
Non-Executive Directors
Federica Velardo 38,508 17,987 - 56,495
Wayne Almeida 38,000 - - 38,000
At 31 December 2024 262,508 158,759 10,512 431,779
The above amounts are stated net of employers' national insurance contributions totalling GBP2,718.
Short Term Employee Benefits GBP Non Employment Fees GBP Health Insurance GBP Total GBP Executive Directors Eddy Travia 21,000 143,339 6,356 170,695 Malcolm Palle 165,000 - 4,276 169,276 Non-Executive Directors Federica Velardo 39,049 25,912 - 64,961 Wayne Almeida 38,000 - - 38,000 At 31 December 2023 263,049 169,251 10,632 442,932
The above amounts are stated net of employers' national insurance contributions totalling GBP2,639.
No pension benefits are provided for any Director.
21. Auditors Remuneration
During the year, the Group obtained the following services from the auditor:
Group
2024 2023
GBP GBP
Fees payable to the auditor for the audit of the Group and Company - Statutory audit services
39,000 39,000
Fees payable to the auditor for the audit of the Group and Company - Non audit services 1,875 1,850
40,875 40,850
22. Finance Income / Costs & Investment Income
Group
2024 2023
GBP GBP
Finance income - bank interest 842 1,010
Investment income - accrued interest on convertible loans - 3,699
23. Taxation
Group
2024 2023
GBP GBP
Current tax - -
Deferred tax - -
Tax charge/(credit) - -
Group
2024 2023
GBP GBP
Profit before tax (987,748) (660,684)
Tax on BVI profit of GBP………. @ 0%
- -
Tax on UK loss of GBP…… @ 19% 1,022 1,955
Tax losses carried forward on which no deferred tax asset is recognised
(1,022) (1,955)
Tax charge/(credit) - -
No charge to taxation arises due to the tax rate of 0% in BVI and the losses incurred in the UK.
The Company has UK tax losses of approximately GBP1,743,965 available to carry forward against future taxable profits. A deferred tax asset has not been recognised because of uncertainty over future taxable profits against which the losses may be utilised.
24. Earnings per Share
Group
The calculation of basic earnings per share of (0.464) pence is based on the loss attributable to equity owners of the parent company of GBP(987,747) and on the weighted average number of ordinary shares of 212,867,181 in issue during the period.
In accordance with IAS 33, diluted earnings per share are not disclosed as the Group is loss making and the effects of options and warrants in issue is therefore antidilutive.
25. Commitments
The Group leases office premises under the short-term operating lease agreement. The future aggregate minimum lease payments under the short-term operating lease are as follows:
Group Company
2024 2023 2024 2023
GBP GBP GBP GBP
Not later than one year 5,430 15,028 - -
Between 1 and 5 years - -
Total lease commitment 5,430 15,028 - -
26. Related Party Transactions
Loan from Coinsilium Group Limited to Seedcoin Limited
As at 31 December 2024 there were amounts receivable outstanding from Seedcoin Limited of GBP1,026,609 (2023: GBP874,361). No interest was charged on the loan.
Loan from Coinsilium Group Limited to Coinsilium Limited
As at 31 December 2024 there were amounts receivable of GBP486,515 (2023: GBP481,982) from Coinsilium Limited, against which a provision for 100% of amounts receivable has been recognised. No interest was charged on the loan.
Loan from Coinsilium Group Limited to Nifty Labs Limited
As at 31 December 2024 there were amounts receivable of GBP166,764 (2023: GBP164,180) from Nifty Labs Limited, against which a provision of GBP164,109. No interest was charged on the loan.
Loan from Coinsilium Group Limited to Coinsilium Gibraltar Ltd
As at 31 December 2024 there were amounts receivable of GBP1,795,913 (2023: GBP1,325,764) from Coinsilium Gibraltar Ltd, against which a provision for 100% of amounts receivable has been recognised. No interest was charged on the loan.
Transactions with Indorse
During the year, management fees totalling GBP140,772 (2023: 143,339) were incurred from Indorse Ltd for the provision of services from Eddy Travia. These amounts have been included in the directors remuneration disclosures in note 21 to these financial statements.
All intra-group transactions are eliminated on consolidation.
As at 31 December 2024, the Group held GBP50,250 in advance subscription proceeds for the exercise of options held by Eddy Travia. These amounts are classified as "other payables" in these financial statements and were extinguished as a liability in January 2025 following allotment and admission of the shares in settlement of the warrant exercise.
27. Ultimate Controlling Party
The Directors believe there to be no ultimate controlling party.
28. Events after the Reporting Date
Since the end of the reporting period:
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On 2 January 2025 Coinsilium announced it has entered into a strategic collaboration agreement with investment portfolio company Otomato Inc ("Otomato"), a pioneering Web3 technology platform specialising in autonomous agent-based solutions. The Collaboration aims to leverage Otomato's cutting edge technologies to maximise the return potential of Coinsilium's existing and future digital asset treasury holdings. The Otomato Collaboration will run for an initial term of twelve months and will leverage Otomato's cutting edge Web3 technologies to design, implement, and refine trading strategies aimed at maximising the return potential of Coinsilium's existing and future digital asset treasury holdings. This strategic Collaboration highlights a proactive and disciplined approach to optimising Coinsilium's digital asset treasury holdings through relatively low-risk, high-yield automated trading strategies. Rather than passively holding digital assets and waiting for trading opportunities to materialise, Coinsilium will leverage Otomato's advanced technology to actively deploy its holdings. This approach aims to maximise returns by ensuring the Company's digital assets are working harder to grow the value of the Company's treasury and generate sustainable returns.
As per the Agreement, the Collaboration will focus on three primary areas:
-- Trading Strategy Design: co-developing innovative digital asset trading strategies. -- Testing and Implementation: conducting rigorous testing and deploying these strategies on the Otomato Protocol. -- Performance Analysis: evaluating strategy performance to refine and enhance their effectiveness.
On 21 January 2025 Coinsilium announced the appointment of James Van Straten and Clement Hecquet as strategic advisors to the Company. Their expertise will play a pivotal role in shaping and enhancing Coinsilium's cryptocurrency treasury strategy, ensuring the Company maximises the potential of its crypto-treasury holdings and capitalises on emerging trends and opportunities in this dynamic market phase. This initiative underscores Coinsilium's proactive approach to refining its treasury management processes, focusing on strategic planning that aligns with broader industry trends. The advisors will work with the Coinsilium's directors to formulate and implement strategies that optimise the value of the Company's cryptocurrency assets and unlock new revenue-generation opportunities.
On 5 March 2025 Coinsilium announced it has entered into a Strategic Advisory Services agreement with Context Protocol, a Layer 1 blockchain designed to power the AI economy by enabling verified AI Domains for trusted data exchange between AI agents, humans, and organizations. Under the terms of the advisory agreement, Coinsilium will provide Context Protocol with comprehensive strategic guidance and support in the areas of tokenomics, partnerships, and market positioning.
On 15 May 2025 Coinsilium announced it had raised GBP 1.25 million gross via a broker led placing of 41,666,657 new ordinary shares of no par value at a price of 3 pence per share. The Placing was oversubscribed. The net proceeds of the Placing has been deployed to further the development of Forza (Gibraltar) Limited, the Company's wholly-owned vehicle dedicated to Bitcoin-based treasury activities, to fund further investments and for general working capital purposes. The Company also launched a retail offer to new and existing shareholders on the same terms as the Placing, through the Winterflood Retail Access Platform, for a further GBP250,000 in gross proceeds.
On 29 May 2025 the Company announced that it had undertaken a further oversubscribed institutional placing for GBP2.5m in gross proceeds at 6 pence per share, with a further WRAP retail offer for GBP750,000, which similarly closed heavily oversubscribed on 2 June 2025.
On 18 June 2025 the Company announced that it had undertaken a further oversubscribed WRAP retail offer for GBP4,000,000 in gross proceeds.
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