DJ Coinsilium Group Limited: ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
Coinsilium Group Limited (COIN)
Coinsilium Group Limited: ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
22-Jun-2026 / 07:00 GMT/BST
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COINSILIUM GROUP LIMITED
("Coinsilium" or the "Company")
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
22 June 2026 - Coinsilium Group Limited (AQSE: COIN | OTCQB: CINGF) the Aquis-quoted digital asset growth and venture
builder, is pleased to announce its Final Results for the year ended 31 December 2025.
Financial and Operational Highlights
. Successfully raised approximately GBP17.1 million (gross) during the year through a series of placings, significantly
strengthening the Group's balance sheet.
. Established and implemented the Group's Bitcoin treasury strategy through wholly owned subsidiary Forza (Gibraltar)
Limited.
. Accumulated 182 Bitcoin as at 31 December 2025 as part of the Group's long-term treasury reserve strategy.
. Net assets increased to GBP14.6 million at 31 December 2025 (2024: GBP3.2 million).
. Cash and cash equivalents increased to GBP1.43 million at 31 December 2025 (2024: GBP0.29 million).
. Bitcoin and other digital asset holdings with a carrying value of GBP11.9 million at year end.
. Continued advancement of the Group's strategic investment portfolio, including developments at Otomato and Yellow
Network.
. Post period-end, Yellow Network successfully launched its YELLOW token and trading platform, with Coinsilium holding
an allocation of 50 million YELLOW tokens subject to vesting.
. Post period-end, completed a strategic investment in Predictive Labs, establishing exposure to the rapidly emerging
prediction markets and AI-driven intelligence sector.
. Refined the Group's strategic focus towards high-growth opportunities in the agentic AI economy, prediction markets
and digital asset infrastructure.
. The Group remains well capitalised and positioned to pursue its venture-building, advisory and investment activities
across the digital asset and frontier technology sectors.
2025 has been a year of significant progress for Coinsilium. We have strengthened our financial foundation, enhanced
our capabilities, and materially increased our capacity to execute across the core areas of our business, supported by
the establishment of our Bitcoin treasury.
The Company is now actively engaged across a number of emerging areas of frontier technology, including prediction
markets, the agentic AI economy, and the continued advancement of key portfolio initiatives such as Yellow Network,
alongside the further expansion of our advisory and acceleration activities. These developments, taken together,
position the Company for what we believe will be an active and opportunity-rich period ahead.
We therefore look forward to a continued flow of developments over the coming period and to updating shareholders as
appropriate.
On behalf of the Board, I would like to thank our shareholders for their continued support, and our team for their
commitment and hard work throughout the year.
Eddy Travia
Chief Executive Officer
The Directors of Coinsilium Group Limited accept responsibility for the contents of this announcement.
+350 2000 8223
Coinsilium Group Limited +44 (0) 7881 306 903
Eddy Travia, Chief Executive www.coinsilium.com
investors@coinsilium.com
AlbR 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
OAK Securities (Joint Broker) Tel. +44 (0) 20 3973 3678
Damion Carruel, Calvin Man
Important Notice
Coinsilium Group Limited ("Coinsilium" or "the Company") holds part of its reserves in Bitcoin through its wholly owned Gibraltar-based subsidiary, Forza (Gibraltar) Limited ("Forza"), which is responsible for managing the Company's Bitcoin treasury.
The Financial Conduct Authority ("FCA") regards digital assets such as Bitcoin as high-risk and speculative, with potential for extreme price volatility. An investment in Coinsilium Group Limited is not an investment in Bitcoin, either directly or by proxy. Coinsilium holds a range of assets, including equity interests in companies operating within and beyond the blockchain sector, and maintains a diversified portfolio of strategic investments across the digital asset space. This structure provides broader exposure beyond Bitcoin. The Company's exposure to Bitcoin forms part of its broader capital allocation strategy.
Coinsilium is not authorised or regulated by the FCA. While the Board of Directors considers Bitcoin to be an appropriate long-term reserve asset, prospective and existing investors should be aware of the associated risks. There is no certainty that the Company will be able to realise its Bitcoin holdings at expected valuations, and the financial performance of the Company may be affected by movements in the price of Bitcoin. As a result of the Company's exposure to Bitcoin, the market value of Coinsilium shares may also experience significant fluctuations, and the value of investments can go down as well as up.
The decision to allocate capital into Bitcoin, facilitated through the Company's dedicated treasury management structure, Forza, reflects a strategic view of Bitcoin as a long-term reserve asset. This approach is underpinned by over a decade of experience operating in the digital asset sector.
In accordance with the Aquis Framework for Issuers pursuing Cryptocurrency Strategies, the Company is required to draw to shareholders' attention particular risks relating to cryptoassets. The Company's exposure to the cryptoasset sector exposes the Company to a number of significant risks, including, but not limited to:
Volatility of the price of Digital Assets, including but not limited to Bitcoin
Digital assets, including but not limited to Bitcoin, are subject to extreme price volatility, with values capable of rising or falling sharply over short periods. This volatility can have a material adverse effect on the company's financial position and results. Investors should be aware that the value of the Company's digital asset holdings may fluctuate significantly, leading to substantial losses. There is no guarantee that the Company will be able to realise its digital asset holdings at expected valuations.
Regulatory Uncertainty
The regulatory environment for cryptoassets, including Bitcoin, is evolving and remains uncertain in many jurisdictions. Changes in laws or regulations could adversely affect the Company's ability to hold, trade, or use Bitcoin. There is a risk that future regulatory action could require the Company to divest its Bitcoin holdings or restrict its operations. Non-compliance with applicable regulations could result in penalties or reputational harm.
Security and Custody Risks
The Company's cryptoasset holdings, including those in Bitcoin, are subject to security risks, including cyberattacks, hacking, and theft. Despite using third-party, institutional-grade custodians, there is no absolute guarantee against loss or misappropriation. Any security breach could result in the partial or total loss of the Company's cryptoassets. The Company may have limited recourse to recover lost or stolen assets.
Liquidity Constraints
Cryptoasset markets, including Bitcoin, may experience periods of illiquidity, which could impact the Company's ability to sell its holdings quickly or at favourable prices. Market disruptions, technological failures, or a lack of counterparties may further constrain liquidity. In such scenarios, the company may be forced to accept lower prices or delay transactions. This could adversely affect the Company's financial performance.
Reputational Risks
The association with the cryptoasset sector, including Bitcoin, may expose the Company to reputational risks. Negative perceptions arising from links to illicit activity, cybercrime, or regulatory scrutiny could impact stakeholder confidence. Adverse media coverage or public opinion may affect the company's relationships with investors, customers, or partners. Reputational damage could have long-term consequences for the business.
Market Acceptance and Adoption
The value and utility of cryptoassets, including Bitcoin, depends on its continued acceptance by users, merchants, and investors and its perception as a store of value. Any decline in adoption or negative trends in public perception could reduce demand and depress prices. Technological changes or superior alternatives could also undermine bitcoin's position. The Company's exposure to cryptoassets, including Bitcoin, may therefore become less valuable or obsolete.
Counterparty Risk
The Company relies on third-party custodians and service providers to safeguard its cryptoassets. There is a risk that such counterparties may fail, become insolvent, or act negligently. In such cases, the Company could suffer financial loss or face difficulties in accessing its assets. The effectiveness of risk mitigation depends on the reliability and integrity of these third parties.
Legal and Tax Risks
The legal and tax treatment of cryptoassets is complex and subject to change. Uncertainty regarding classification, reporting obligations, or tax liabilities could result in unforeseen costs or compliance issues. The Company may need to adapt to new legal interpretations or regulatory guidance. Failure to comply with applicable laws could result in penalties or operational restrictions.
Technology and Operational Risks
Cryptoassets, including Bitcoin, rely on complex technological infrastructure, including blockchain networks and cryptographic protocols. System failures, software bugs, or protocol changes could disrupt the company's ability to access or transfer its holdings. Operational risks also include human error and inadequate internal controls. Such risks may lead to financial loss or operational disruption.
Environmental and ESG Risks
Cryptoasset mining and transaction processing are energy-intensive and have raised environmental, social, and governance ("ESG") concerns. Negative perceptions around environmental impact could affect the company's ESG ratings or investor appetite. Regulatory measures targeting environmental sustainability could restrict or penalise cryptoasset-related activities. The Company may face increased scrutiny from stakeholders on its ESG performance.
Concentration Risk
A significant portion of the Company's assets may be concentrated in cryptoassets, including Bitcoin, exposing it to heightened risk from adverse market movements. Lack of diversification increases vulnerability to price shocks or sector-specific developments. Concentration risk may also amplify the impact of regulatory or technological changes. Investors should consider the implications of such exposure.
Risk of Forks and Protocol Changes
The underlying protocol governing cryptoassets, including Bitcoin, may be altered through network upgrades or contentious forks. Such changes can result in the creation of new digital assets or disruption to existing holdings. The Company may face operational challenges in managing forks or adapting to protocol changes. There is also the risk of loss or confusion regarding asset ownership.
Cybersecurity Threats
The Company's cryptoassets are attractive targets for cybercriminals seeking to exploit vulnerabilities. Cybersecurity threats include phishing, malware, ransomware, and denial-of-service attacks. A successful attack could compromise the company's systems or result in unauthorised transfers. Ongoing investment in cybersecurity measures is necessary to mitigate these risks.
Loss or Destruction of Private Keys
Access to cryptoassets, including Bitcoin, ss controlled by private cryptographic keys, the loss or destruction of which results in permanent loss of the associated assets. Human error, hardware failure, or malicious activity could lead to key loss. The Company must implement robust key management protocols to reduce this risk. Even with precautions, there is no absolute safeguard.
Limited availability of Insurance
Insurance cover for digital assets such as Bitcoin may be limited or unavailable. Even where insurance is in place, it may not cover all potential losses or may be subject to exclusions and limitations. The Company may therefore be exposed to uninsured risks. Investors should be aware that insurance does not eliminate the possibility of loss.
Accounting and Valuation Uncertainty
The accounting treatment and valuation of cryptoassets, including Bitcoin, may be subject to differing interpretations and evolving standards. Changes in accounting policies or guidance could affect the Company's financial statements. Valuation challenges may arise due to price volatility or lack of observable market data, particularly for early stage cryptoassets without an established track record or which are not widely held. This could impact reported results and investor understanding.
Risk of Regulatory Enforcement
Authorities may take enforcement action against companies involved in digital assets, including Bitcoin. Such actions could include fines, sanctions, or restrictions on operations. The Company may incur significant costs in responding to investigations or defending its position. Regulatory enforcement could have a material adverse effect on the business.
Cross-Border Risks
Cryptoasset transactions are global and may expose the company to cross-border legal, regulatory, or tax risks. Differences in jurisdictional approaches could result in conflicting obligations or increased compliance burdens. The Company may face challenges in navigating international regulatory frameworks. Cross-border risks may also affect the ability to transfer or realise assets.
Risk of Market Manipulation
Cryptoassets and the markets on which they are traded are susceptible to manipulation due to its relative lack of oversight and transparency. Market participants may engage in practices such as spoofing, wash trading, or pump-and-dump schemes. Such activities can distort prices and adversely affect the Company's holdings. Regulatory intervention may not always prevent or remedy market abuse.
Lack of Recourse and Consumer Protections
Unlike traditional financial assets, cryptoasset holdings, including Bitcoin, may not benefit from statutory recourse or consumer protection schemes. In the event of loss, theft, or fraud, investors may have limited or no avenues for recovery. The Company's exposure to Bitcoin is therefore inherently riskier than holding regulated financial instruments. Investors must consider the implications of this lack of protection.
Prospective investors are strongly encouraged to conduct their own research and carefully consider these risks before making any investment decision. Nothing herein amounts to a recommendation to invest in the Company or to investment, taxation or legal advice.
COINSILIUM GROUP LIMITED STATEMENT OF THE BOARD OF DIRECTORS
It is with pleasure that I present the Annual Report of Coinsilium Group Limited for the year ended 31 December 2025.
The year under review has been one of the most significant and transformative periods in the Company's history. It has been characterised by decisive strategic evolution, substantial capital formation, and the establishment of a financial foundation that we believe positions the Group strongly for the years ahead.
A Transformational Year and New Strategic Focus
During the year, the Company adopted its Bitcoin treasury policy, repurposing a previously dormant Group entity into a dedicated special purpose vehicle for treasury holdings. This entity, Forza (Gibraltar) Limited, now sits at the centre of the Company's capital management strategy and represents a key structural enhancement to the Group's long-term positioning.
The adoption of this policy coincided with a notable shift in broader market sentiment, with increasing investor support for companies pursuing Bitcoin treasury strategies. Against this backdrop, Coinsilium successfully raised approximately GBP17 million between May and August 2025, materially strengthening its balance sheet and enabling the rapid development of its treasury position.
This level of capital formation exceeds the aggregate amount raised by the Company since its IPO and facilitated the accumulation of 182 Bitcoin into treasury, held through Forza. This represents a step-change in the Company's financial capacity and strategic flexibility.
Importantly, while the majority of this fundraising was conducted through institutional placings, we were equally pleased to facilitate meaningful participation from our retail shareholder base through the Winterflood Retail Access Platform ("WRAP"). This mechanism has enabled our longstanding shareholders to participate on equivalent terms to new institutional investors, and the significant oversubscription of these offerings demonstrates the strength and continued support of our investor base.
As the year progressed, the Company also undertook a Board restructuring aligned with its strengthened financial position and evolving strategic direction. This included the transition of Malcolm Palle to Non-Executive Chairman and the appointment of CFO Ben Proffitt to the Board, reflecting the growing importance of financial discipline and governance as the Company scales.
Strengthened Financial Position and Strengthened Foundations for Growth
As the rapid expansion phase of equity-funded Bitcoin accumulation strategies gives way to a more mature and selective capital market environment, our position as an early adopter has enabled us to establish a treasury base of a scale we have not previously achieved This strengthened balance sheet provides the Group with a level of resilience and optionality that materially broadens its strategic flexibility, enabling the Company to further develop and scale its core activities across digital assets, emerging financial technologies and growth initiatives in frontier technology. The Group is now supported by a substantially stronger balance sheet and long-term treasury reserves, providing a more robust foundation from which to pursue its long-term objectives. The strategic role of these treasury reserves remains a long-term focus for the Company. Short- to medium-term market volatility is an expected feature of Bitcoin and does not detract from their underlying purpose. These reserves are intended to underpin the Group's operations and investment activities over a multi-year horizon, providing funding flexibility and reducing reliance on recurring equity issuance.
It is important to emphasise that, whilst our Bitcoin holdings form an important part of the Group's balance sheet, they represent only one element of the Company's broader value proposition. Coinsilium remains focused on building long-term shareholder value through its operating activities, strategic investments and participation in the wider digital markets ecosystem, with its treasury reserves supporting that objective.
Our Operating Model: Venture Building, Advisory and Acceleration
Alongside these developments, it is important to highlight the nature of Coinsilium's operating model, which has continued to evolve over recent years.
The Company operates as a venture builder and strategic partner working at the intersection of blockchain, digital assets, decentralised finance and emerging sectors such as agentic AI and prediction markets. Our approach integrates selective capital deployment with active operational involvement in the ventures we support.
We work closely with founders and early-stage companies to help define strategy, structure opportunities and accelerate development. This includes ecosystem positioning, frontier technology and token strategy, partnership development, governance frameworks and access to capital markets. Through this model, we combine capital with expertise and industry relationships to support the transition from concept through to scalable enterprise.
In parallel, the Company operates a structured operational layer centred on advisory services, accelerator programmes and ecosystem coordination. These activities bring together founders, investors, infrastructure providers and commercial partners within a coordinated framework designed to support venture development, protocol growth and go-to-market execution.
This integrated approach enables Coinsilium to participate actively in the development of the ventures with which it engages-supporting not only their financing but also their strategic direction, commercialisation and growth. It is this combination of capital, operational capability and network access that underpins our approach to long-term value creation.
Strategic Focus and Sector Positioning
The strengthening of the balance sheet has enabled a further refinement of our strategic focus, with the Company increasingly directing its attention toward high-growth areas of frontier technology. Over the short to medium term, the Company intends to prioritise opportunities within the agentic AI economy and prediction markets, while continuing to assess other emerging sectors as they develop.
These include decentralised financial infrastructure, trading and liquidity networks, and the convergence of blockchain with artificial intelligence and data-driven systems. The emerging field of prediction markets represents a particularly compelling opportunity in this regard, reflecting the growing demand for real-time, market-based intelligence and event-driven financial data.
This strategic positioning reflects both the maturation of the sector and our ability to leverage our experience, network and operational capabilities in areas where we can contribute most effectively.
Key Portfolio Developments
Otomato
During the year, we saw a significant development in our investment in Otomato. Originally structured as a Simple Agreement for Future Tokens (SAFT), this investment was restructured into an equity interest in the project development entity Dyment Labs, alongside a token warrant preserving our exposure to the future protocol.
This restructuring reflects a broader evolution in the digital asset sector, where early-stage token-based models are increasingly complemented by more structured equity frameworks aligned with long-term development.
The USD 2 million strategic investment secured by Otomato from Improbable, a leading UK deep-tech investor provides important validation of the project's technology and positioning. With this capital in place, the focus has shifted toward product development, ecosystem integration and adoption.
Otomato's focus on automation infrastructure, including AI-driven DeFi agents and integration within the rapidly growing Hyperliquid infrastructure layer, positions it at the forefront of emerging trends in decentralised finance.
Yellow Network
Following the reporting period, the successful launch of the Yellow Network token and trading platform in March 2026 marked a key milestone in the development of this long-standing investment.
The transition from development into live network operation represents a significant inflection point. Coinsilium's allocation of 50 million YELLOW tokens, vesting over time, provides meaningful exposure to the continued growth of the ecosystem.
While early-stage trading conditions are naturally characterised by price discovery and evolving liquidity, we are encouraged by the level of developer engagement and the continued build-out of the ecosystem. We also see potential for further collaboration with the Yellow team, particularly in areas aligned with our venture-building capabilities.
Predictive Labs
A further important development has been our post-period investment in Predictive Labs Pte. Ltd., marking our entry into the prediction markets and event-driven finance sector.
This investment reflects our conviction that prediction markets-particularly when combined with AI-driven analysis-will form an increasingly important layer of financial and decision-making infrastructure.
Predictive Labs is building data intelligence infrastructure designed to aggregate and structure fragmented market signals into actionable insights for both human and agentic systems. Its positioning at the intersection of blockchain, data and agentic AI aligns closely with our broader strategic focus.
The investment structure provides us with the ability to increase our participation as the business develops, reflecting our disciplined approach to scaling exposure alongside demonstrated progress.
Greengage
We were also pleased to note the announcement by portfolio company Greengage & Co Ltd of its intention to seek admission to the Aquis Stock Exchange Growth Market.
This could represent an important milestone in Greengage's development and, if successfully completed, may constitute a future value event for the Company's equity interest.
Whilst admission may take place during 2026, the timing remains uncertain and will depend on market conditions, regulatory processes and the satisfaction of any applicable admission requirements. We remain encouraged by the strategic direction of the business and its positioning within digital banking and crypto-enabled financial infrastructure, and we look forward to further updates as the process progresses.
Outlook
Bitcoin
Looking ahead, we remain constructive on the long-term outlook for Bitcoin and recognise its continued evolution as a globally relevant digital asset. However, our assessment is that Bitcoin is entering a more mature phase, shaped by a combination of factors including increased institutional participation, deeper market infrastructure and the growing role of stablecoins in transactional use cases.
While earlier cycles were characterised in part by narratives of exponential adoption and rapid price appreciation, current market dynamics suggest a more measured trajectory is now emerging. In particular, the increasing use of stablecoins for payments and on-chain liquidity has contributed to a clearer functional distinction, with Bitcoin more firmly positioned as long-duration reserve asset. We believe that this evolution, alongside structural developments in market depth and participation, is likely to result in a different return profile to that observed historically.
Taken together, these factors support the view that Bitcoin is maturing as an asset class. While this does not diminish its long-term potential, it does introduce the risk that prior patterns of exponential growth may not persist in the same form or frequency. The Company considers this an important context when assessing capital allocation decisions and long-term strategy.
Against this backdrop, the Company continues to view Bitcoin as a strategic treasury asset that enhances balance sheet strength and provides long-term optionality. However, Bitcoin holdings represent only one element of the Group's broader business and capital allocation strategy. Whilst the value of those holdings will naturally fluctuate with market conditions, the Company's operating activities and strategic investments provide additional avenues for growth and development. This differentiates the Group from business models predominantly centred on holding Bitcoin alongside ongoing corporate cost structures, which may exhibit greater sensitivity to changing market conditions as the asset class continues to mature.
In this context, the Company seeks to maintain exposure to Bitcoin's long-term potential while avoiding overdependence on any single driver of value. This balanced approach reflects both the Company's long-term perspective on Bitcoin as a maturing asset class and its recognition of the evolving market dynamics that continue to shape its role within the broader digital asset ecosystem.
Yellow Network
Following our initial investment in Yellow Network in April 2022 through a Simple Agreement for Future Tokens ("SAFT"), and our subsequent participation through an additional SAFT, we have maintained a consistent and growing alignment with the project as it has progressed from early-stage development to live network operation.
The successful launch of the YELLOW token and trading platform, as announced on 9 March 2026, marks a significant milestone and reflects the culmination of several years of development. It is also indicative of the scale of ambition underpinning Yellow Network, which is designed to address fundamental inefficiencies in digital asset market structure, particularly in relation to liquidity fragmentation and connectivity.
What distinguishes Yellow Network is not only the technical problem it seeks to address, but the scale of its ambition. The project is designed to operate at a level intended to support institutional-grade market infrastructure, with a clear objective of becoming a meaningful component in the future architecture of digital asset trading and settlement. This positions it within a category of projects seeking to redefine how liquidity is accessed and coordinated across markets, rather than operating as a single-venue solution.
With the network now live, Yellow has entered an initial phase of price discovery. Early trading conditions are consistent with what would be expected at this stage of market development, and while the Company does not comment on short-term price movements, we are most encouraged by the initial performance and the progress made to date. Market data relating to the YELLOW token is publicly available via platforms such as CoinMarketCap.
We have been particularly encouraged by the quality of execution demonstrated by the Yellow team in delivering against this vision. The transition from concept to live infrastructure, supported by a growing ecosystem of participants, reflects a level of technical capability and operational discipline that is consistent with projects operating at the highest level within the sector.
Looking ahead, the anticipated introduction of perpetual trading contracts represents an important next step in the development of the platform. This is expected to support increased trading activity and liquidity formation as the network continues to scale.
As the platform evolves, we believe Yellow Network has the potential to develop into a systemically relevant layer within the digital asset market structure, particularly if it succeeds in achieving meaningful network effects across participants. While still at an early stage, the combination of its architectural approach, market focus and development trajectory underpins our view that it is targeting a position among the more significant infrastructure projects within the sector.
Beyond trading infrastructure, Yellow's broader roadmap includes a focus on enabling agentic payments and machine-to-machine financial interactions-an area we believe has the potential to become a significant component of the digital asset sector. Industry trends point toward the increasing role of autonomous systems in financial markets, with infrastructure capable of supporting high-frequency, low-latency interactions expected to play a critical role as this segment develops.
The Company's aggregate allocation of 50 million YELLOW tokens, derived from its SAFT investments, represents a meaningful position and reflects our long-term alignment with the success of the network. As previously communicated, we remain mindful of the regulatory and market considerations associated with early-stage token markets and will continue to adopt a measured and disciplined approach to communication.
Our economic exposure through our token allocation, together with the potential for broader strategic collaboration, provides alignment with this trajectory. This combination of financial and strategic positioning allows the Company to participate not only in the potential appreciation of the network itself, but also in the wider opportunities that may emerge as the Yellow Network project matures.
We also note the ongoing discussions with the Yellow team regarding potential areas of further collaboration, particularly in relation to supporting projects building on the Yellow SDK and leveraging our venture-building and advisory capabilities.
Overall, we are most encouraged by the progress achieved to date and remain confident in the long-term potential of Yellow Network. With the initial launch phase now complete, we look forward to supporting its continued development and to providing further updates as additional milestones are delivered.
AI Agentic Economy
AI agents are autonomous software systems capable of performing tasks, making decisions and interacting with digital services on behalf of users, businesses or other machines. To act, an agent typically moves through three layers: it must first get informed, drawing on data and market intelligence; then execute, carrying out tasks across on-chain and off-chain systems; and finally settle, completing the underlying transactions and payments. As these systems develop, we expect the emergence of an "agentic economy", in which AI agents increasingly initiate, coordinate and settle activity across digital networks - with each of these layers representing a distinct area of infrastructure and opportunity.
This remains an early-stage sector, but one with potentially significant long-term implications for frontier technology, decentralised finance and machine-to-machine commerce. Market forecasts point to rapid growth: McKinsey estimates that AI-driven automation could influence between USUSD3 trillion and USUSD5 trillion of global economic activity by 2030 (https://www.mckinsey.com/capabilities/quantumblack/our-insights/ the-economic-potential-of-generative-ai-the-next-productivity-frontier). In parallel, industry research suggests that the AI agents market could grow from approximately USUSD7-8 billion in 2025 to over USUSD50 billion by 2030 (https:// www.marketsandmarkets.com/Market-Reports/ai-agents-market-251953961.html).
For Coinsilium, this is one of the most compelling opportunities across our portfolio - and one where we already hold investments positioned in each of these three layers. In the inform layer, our investment in Predictive Labs (described further below) is focused on building data intelligence infrastructure that aggregates and structures fragmented market signals into actionable insights for both human and agentic systems.
In the execute layer, our investment in Otomato provides exposure to agent automation: as announced on 22 December 2025, Otomato is developing a Web3 agent protocol that enables users to create autonomous agents capable of managing both on-chain and off-chain tasks without coding expertise, and has identified more than 1,500 real-world applications for its infrastructure, including portfolio-aware assistants, DeFi and AI agents, and social agents capable of triggering on-chain actions (https://www.aquis.eu/stock-exchange/announcements/5521504). And in the settle layer, Yellow Network provides the non-custodial, on-chain trading and settlement infrastructure that agent-led activity is expected to require, as autonomous execution and payment flows demand scalable, low-latency networks. Together, these holdings give Coinsilium exposure right across the agentic economy, from intelligence through execution to settlement.
We believe the agentic economy may become a meaningful area for future investment, advisory and acceleration activity. Coinsilium's experience in frontier technology, venture building, token models and early-stage project development positions the Company to identify and support projects operating across these layers. While still nascent, the direction of travel is clear: autonomous systems are beginning to move from passive assistance toward active participation in digital markets. The Board therefore views AI agents and the broader agentic economy as an important area of focus within the Company's Outlook, with the potential to generate both portfolio opportunities and wider strategic collaborations over the coming period.
Prediction Markets
As outlined in the Company's Strategic Update announced on 2 March 2026 (https://www.aquis.eu/stock-exchange/ announcements/5619336), prediction markets have been identified as a key area of strategic focus. This reflects the Board's view that the sector is evolving into a meaningful and increasingly recognised component of the broader digital asset landscape, with applications extending beyond speculative activity into areas such as information discovery, risk pricing and decision-making.
The investment in Predictive Labs, as announced on 16 March 2026 (https://www.aquis.eu/stock-exchange/announcements/ 5641031), represents the Company's initial step in building exposure to this emerging segment. Predictive Labs is focused on developing data intelligence infrastructure for prediction markets, aggregating and analysing information across platforms to produce actionable insights for both human participants and AI-driven systems. The Company has also entered into an advisory agreement with Predictive Labs, reflecting a deeper level of engagement and alignment with the project's development.
From a market perspective, prediction markets remain at an early stage but are evolving rapidly. Industry estimates suggest that decentralised prediction markets generated approximately USUSD1.4-1.6 billion in revenue in 2024, with projections indicating potential growth to over USUSD15-20 billion by 2030 and significantly higher levels over the longer term as adoption broadens. Transaction volumes are also expected to scale materially, with some forecasts suggesting that total notional activity could reach into the hundreds of billions of dollars over the coming decade. While such projections remain subject to uncertainty, they illustrate the scale of the opportunity should the sector continue to mature.
The growth of prediction markets is being supported by several structural trends, including increasing interest in alternative data sources, the rise of decentralised finance, and the convergence with artificial intelligence. In particular, the integration of prediction markets with agentic AI systems has the potential to create new forms of automated decision-making and market participation, further reinforcing the relevance of this sector within the Company's broader strategic focus.
At the same time, the regulatory environment for prediction markets continues to evolve and remains a key consideration. The Board is mindful of these dynamics and is focused on identifying areas where the Company can have the greatest impact, both from an investment and advisory perspective, while maintaining an appropriate approach to risk.
Coinsilium is headquartered and operates from Gibraltar, a jurisdiction that is beginning to establish a presence in the development of the prediction markets sector. In March 2026, Gibraltar issued its first licence to a prediction market operator marking an early example of a European regulatory framework being applied to this emerging category. This is notable given that prediction markets remain restricted across much of Europe, positioning Gibraltar among the earlier jurisdictions to introduce a formal licensing approach (https://news.worldcasinodirectory.com/ gibraltar-grants-first-prediction-market-license-122269).
In this context, the Company's presence in Gibraltar provides a relevant point of reference for observing how regulated frameworks in this area may evolve and where opportunities may emerge as the sector develops.
Looking ahead, the Company is actively reviewing a growing number of opportunities within the prediction markets space. This includes both potential investments and advisory engagements, particularly in areas where the Company's experience in venture building, token design, market positioning and early-stage project development can add value. The Company is adopting a selective approach, recognising both the pace of innovation and the importance of partnering with high-quality teams and projects.
Overall, the Board believes that prediction markets represent a compelling and rapidly developing opportunity. With an initial investment now established, an advisory relationship in place, and a growing pipeline of opportunities under review, the Company considers itself to be well positioned to participate in the evolution of this sector and to capture value through both its investment and operating activities.
Advisory and Acceleration Services
Advisory and acceleration services remain a core component of the Company's operating model and represent an important differentiator alongside its investment activities. This division leverages the Group's experience in digital assets, venture building, token structuring and early-stage project development to generate revenues through strategic advisory engagements.
Historically, revenues from this segment have demonstrated strong potential, albeit with variability linked to broader market cycles. During periods of heightened market activity, demand for advisory services has increased significantly, while quieter market conditions have resulted in more limited engagement. This dynamic reflects the cyclical nature of the digital asset sector, where activity levels across capital formation, token issuance and project development tend to fluctuate.
A clear illustration of this potential was seen in 2018, when Coinsilium reported revenues of GBP1.68 million for the year ended 31 December 2018. This performance was driven primarily by advisory services, particularly in relation to token generation events. This period demonstrated the Company's ability to translate favourable market conditions into meaningful revenue generation through its advisory capabilities.
Looking ahead, the Board considers that the current stage of the market cycle may present an opportunity to re-emphasise this area of the business. With improving market engagement and renewed innovation across sectors such as prediction markets and the emerging agentic AI economy, there is increasing demand for the types of services the Company is well positioned to provide.
In this context, the Company intends to allocate resources toward expanding its advisory and acceleration activities. Acceleration services typically involve working closely with early-stage technology projects to support their development across areas such as strategic positioning, token and economic design, market entry, governance, partnerships and capital raising. These services not only provide a potential source of near- to medium-term revenue but also allow the Company to build deeper relationships with projects at an early stage, creating opportunities for future investment and long-term collaboration.
The Company also sees potential to align these activities with its existing portfolio and strategic relationships. In particular, the development of the Yellow Network ecosystem and its associated infrastructure may give rise to opportunities to support projects building within that environment, including through advisory and acceleration initiatives. Similarly, areas such as prediction markets and the agentic AI economy represent emerging sectors where early-stage support and expertise are likely to be in demand.
Overall, the Board expects advisory and acceleration services to play an increasingly important role alongside the Company's investment activities. By actively engaging in the development of early-stage projects, the Company is able to generate revenues independent of investment realisations, while also reinforcing its position as an active participant in the growth of the frontier technology sector rather than a passive investor.
Closing Remarks
2025 has been a year of significant progress for Coinsilium. We have strengthened our financial foundation, enhanced our capabilities, and materially increased our capacity to execute across the core areas of our business, supported by the establishment of our Bitcoin treasury.
As outlined above, the Company is now actively engaged across a number of emerging areas of frontier technology, including prediction markets, the agentic AI economy, and the continued advancement of key portfolio initiatives such as Yellow Network, alongside the further expansion of our advisory and acceleration activities. These developments, taken together, position the Company for what we believe will be an active and opportunity-rich period ahead.
We therefore look forward to a continued flow of developments over the coming period and to updating shareholders as appropriate.
On behalf of the Board, I would like to thank our shareholders for their continued support, and our team for their commitment and hard work throughout the year.
Eddy Travia
Chief Executive Officer
COINSILIUM GROUP LIMITED DIRECTORS' REPORT
Principal activities
The principal business of the Company and its subsidiaries (together the "Group") is venture building, accelerating and investing in early stage blockchain technology companies alongside the provision of strategic advisory services to client projects. The Company is headquartered in Gibraltar.
Results and Dividends
Results for the year are detailed on page 24 of the Consolidated Financial Statements. No dividends were paid or recommended to be paid during the year.
The Directors who served during the year and as the date of this Report were as follows:
Name of Director Date of appointment Eddy Travia 25 September 2014 Malcolm Palle 19 January 2017 Ben Proffitt 16 October 2025 Federica Velardo 1 March 2021 (resigned 16 October 2025) Wayne Almeida 7 September 2021
The Directors who served during the year ended 31 December 2025 had the following beneficial interests in the shares of Coinsilium Group Limited (the "Company") at the year end, and as at the date of this Report:
Date of Report 31 December 2024
Director Ordinary Shares Options Warrants Ordinary Shares Options Warrants
4,500,000
Eddy Travia 18,106,702 800,000 18,106,702 4,500,000 2,475,000
5,000,000
Malcolm Palle 15,309,234 800,000 15,309,234 5,000,000 4,150,000*
Ben Proffitt 1,000,000 - - - 1,000,000 -
Federica Velardo - 2,200,000 - - 2,200,000 -
Wayne Almeida - 750,000 - - 750,000 -
*Of which 1.675m warrants expired during the year without exercise
Director Share Purchases in 2025
During the period, the following trades were transacted on the market by directors:
Eddy Travia
Date of Purchase No Shares Price Beneficial Interest / % Warrant exercise 11 March 2025 1,675,000 3.00p 7.99% (18,106,702)
Malcolm Palle
Date of Purchase No Shares Price Beneficial Interest / % Warrants exercise 11 March 2025 1,675,000 3.00p 6.76% (15,309,234)
Director share purchases post period
Malcolm Palle
Date of Purchase No Shares Price Beneficial Interest / % Warrants exercise 02.02.2026 800,000 3.75p 3.28% (16,109,234)
Eddy Travia
Date of Purchase No Shares Price Beneficial Interest / % Warrants exercise 02.02.2026 800,000 3.75p 3.85% (18,906,702)
Total Director share purchases during period and post period:
Eddy Travia: 2,475,000 shares GBP80,250
Malcolm Palle: 2,475,000 shares GBP80,250
Financing
Over the course of the year 2025, the Company completed a series of placings totalling approx. GBP17m in gross proceeds and resulting in the issuance of 236m of new shares.
The bulk of these funds, approx. GBP15m, were deployed towards the Group's Bitcoin treasury function Forza, resulting in the holding of 182 BTC at the end of the year, with the remainder of proceeds being retained in fiat for application against operation costs.
The Company also saw a number of warrant and options exercised in the year, alongside the issuance of some shares to suppliers in lieu of cash payment. For more details on these transactions please read note 18 to these consolidated financial statements.
The Company ended the period with the value of tradable crypto tokens of GBP11,865,879 and rights to future crypto tokens of GBP277,961 valued at cost. Cash and cash equivalents amounted to GBP1,428,830.
Appointment of Joint Broker:
On 15 May 2025 the company announced the appointment of Oak Capital as its Joint Corporate Broker.
Financial Review
During the year the Group has determined to change its accounting policy as regards the recognition of crypto asset tokens, most notably bitcoin. In the absence of a definitive standard under IFRS for crypto tokens, the Group has been recognising these assets as "other current assets" on the balance sheet and holding them at fair value through profit and loss, meaning any changes in fair value have a direct impact on the profit for the period. This year, following the implementation of our bitcoin treasury function and accumulation of material volumes of bitcoin, the Directors determined to review this accounting policy, following which the Directors determined that the Group should move to adopt the IAS 38 Intangible Assets - revaluation model approach, which has been implemented for this year and with retrospective application against the comparative period of 2024 (and its opening balance sheet position). The key difference between this approach and that which the Group has previously taken is that revaluation gains are not recognised in profit for the period but in Other Comprehensive Income (OCI) and against a revaluation reserve in equity, rather than retained earnings. Revaluation losses are first applied through OCI against the revaluation reserve until fully depleted, with any further revaluation losses thereafter being recognised in profit for the period. A full description of the change in accounting policy change for crypto assets can be found in note 4 of the financial statements.
Further to the above, given the implementation of the Group's treasury function in the year, and the long term nature of this component of the business, the Group has reclassified its bitcoin holdings from current assets to non-current assets to reflect this long term view of these value reserves.
Total comprehensive income, including fair value gains and losses on financial assets and digital assets, reported a loss for the period of GBP5,600,549 compared to a loss of GBP1,236,347 in the previous year and total comprehensive loss of GBP5,965,677 (2024: GBP987,747). This result is largely driven by fair value adjustments on investments of GBP(947,534) vs GBP (138,288) in the prior year and decrease in the fair value of digital asset tokens of GBP(3,412,176), split between Other Comprehensive Income and profit for the year, compared with a fair value increase in the prior year of GBP252,364. This latter FV adjustment item is amplified in the current year by the substantial BTC position acquired during the course of 2025, resulting in a larger aggregate effect on the Group financial performance by the weakening of the price of BTC towards the end of 2025.
As at 31 December 2025, cash and cash equivalents amounted to GBP1,428,830 (2024: GBP286,999).
Key Performance Indicators ("KPIs")
The Board monitors the activities and performance of the Group on a regular basis. The indicators set out below were used during the year.
Venture building, acceleration and advisory
Business accelerator KPIs include the number of ventures supported through each accelerator programme or event, the number of accelerator initiatives undertaken during the relevant assessment period, and revenues generated from accelerator-related activities.
In addition to direct participation or programme fees, the Company may also assess value creation through sponsorship, partnership and co-branding opportunities linked to accelerator initiatives. These may include strategic sponsorships by industry participants, technology partners, exchanges, infrastructure providers, professional service firms or other parties seeking access to early-stage innovation in areas such as digital assets, prediction markets and the agentic AI economy.
Accelerator-related KPIs may therefore include the number and quality of commercial partners engaged, sponsorship or partnership revenues generated, follow-on advisory mandates secured, investment opportunities originated, and strategic relationships developed through the accelerator platform. Where appropriate, the Company may also consider the visibility, reach and market positioning benefits generated by such initiatives, particularly where programmes are delivered in partnership with recognised industry participants or hosted in jurisdictions or locations relevant to the Company's strategic focus.
The objective is to ensure that accelerator activity is assessed not only by reference to the number of ventures supported, but also by its ability to generate revenue, originate investment opportunities, enhance the Company's sector positioning and create long-term commercial relationships.
Venture building KPIs include the number of ventures initiated or supported during each period, and the proportion achieving defined development milestones such as product delivery, funding progression or market entry.
Given the Company's lean structure and disciplined approach to capital and resource allocation, a key consideration is selectivity. The Company prioritises a smaller number of opportunities with the potential to generate meaningful value, rather than pursuing volume. Accordingly, KPIs may include the conversion rate from evaluated opportunities to active ventures, and the alignment of each initiative with available internal bandwidth, capital resources and strategic capabilities.
Financial measures include revenue generated from venture building activities and the level of equity and/or token exposure secured through co-founding, advisory or structuring roles. The Company also considers the potential for value crystallisation over time, recognising that outcomes are typically linked to funding events, partnerships or exit scenarios.
Additional indicators include the scalability of ventures, their ability to attract third-party capital or strategic partners, and the effectiveness of their go-to-market execution. A central objective is to identify opportunities with asymmetric return potential, where the Company's involvement can materially enhance outcomes while maintaining a disciplined allocation of time and resources.
Bitcoin treasury reserves
The Group monitors the performance of its Bitcoin treasury through a focused set of key performance indicators designed to reflect both capital stewardship and strategic utility within the broader business in line with the Bitcoin treasury policy and strategic plan as published on Coinsilium's website.
Coinsilium's Bitcoin treasury policy is governed through a defined Board-led framework designed to ensure disciplined oversight, security, and alignment with the Company's broader strategic objectives. The primary performance metric is the total Bitcoin held and the movement in holdings over time, including accumulation through capital deployment and any selective realisation of assets in support of strategic opportunities within the Group's core venture-building activities. This is considered alongside the average acquisition cost and the implied long-term value of the treasury based on prevailing market prices, recognising that short-term volatility is an inherent characteristic of the asset class and not, in itself, a determinant of performance.
In addition, the Group assesses the relative performance of its Bitcoin treasury against traditional fiat-based treasury benchmarks over longer time horizons. This includes comparison with returns available from bank deposits and government securities, such as sovereign bond yields, to evaluate the effectiveness of Bitcoin as a long-term reserve asset. The Board places particular emphasis on multi-year performance trends, reflecting the strategic intention to hold Bitcoin as a long-duration treasury reserve rather than as a short-term trading asset. The Board views the Bitcoin treasury as a measured and forward-looking strategic initiative rather than a speculative exercise.
Together, these indicators provide a balanced framework through which the Board evaluates both the financial performance and strategic contribution of the Bitcoin treasury in supporting the Group's overall objectives. -
Investment portfolio valuation
The valuation of investments and non-treasury digital assets held by the Group in its portfolio is a key performance indicator as it represents the future opportunity of realising part or the whole stake in some of these investments and assets. The Company regularly reviews the value of its portfolio and considers opportunities to divest part or all of its investment in line with the Group's divesting strategy.
The Company typically invests at the pre-seed or seed stage of a venture's development. Accordingly, its strategy may involve the partial or full disposal of equity positions during the investee's Pre-Series A and/or Series A fundraising rounds, where the opportunity meets the Company's valuation thresholds and aligns with the Group's assessment of the investee's long-term growth potential.
In many instances, the Company may seek to realise a defined level of capital appreciation; where this can be achieved through the partial disposal of a venture's equity stake, the Company may retain the remaining equity position for potential divestment at a later stage of the venture's development.
These decisions are influenced by an assessment of the company's core assets and strategic strengths, the founding team's experience and execution capability, the health and scalability of the target market, and broader market conditions and investor sentiment.
Individual investee company assessment
As the majority of the investments are made in companies which are pre-revenue, assessing performance is conducted through regular communication and by considering key aspects of the investee company's progress including:
-- Working capital - the current cash balance and the rate at which cash is expended on a monthly basis iscritical.
-- Technical development - progress demonstrated in the development of the company's products and/orservices.
-- Business development - relationships with key suppliers and potential business or individual customers,rate of acquisition of new customers, market share, revenue growth and access to resources to support businessgrowth.
-- Human resources - development of a well-balanced management team, and the recruitment and performance ofsuitably skilled personnel.
Financial indicators
The Board uses financial indicators based on budget versus actual to assess the performance of the Group. The key aspect monitored is the Group's working capital requirements; both its current cash balance and its monthly expenditure against forecast expenditure.
Institutional Standards: Custody, Security, and Transparency
As reported in the Company's past strategic updates Coinsilium now operates a Bitcoin treasury strategy. Forza (Gibraltar) Limited ("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 ensure the optimisation of long term value accretion of its digital asset strategy while simultaneously enhancing shareholder value-underpinned by deep sector expertise, prudent capital allocation, and a forward-looking execution strategy. -
Regulatory Developments and Market Environment
In June 2025, the Financial Conduct Authority (FCA) announced its intention to lift the existing ban on the sale of crypto asset exchange-traded notes (cETNs) to retail investors, launching a formal consultation to permit access where such products are admitted to trading on a UK recognised investment exchange. The FCA proposed that these products be classified as Restricted Mass Market Investments, subject to financial promotion rules, Consumer Duty obligations, appropriateness assessments and enhanced investor protections, while maintaining the existing ban on retail access to crypto derivatives. This marked a notable step towards the normalisation of regulated access to digital asset investment products in the UK and reflected a broader regulatory shift toward enabling more structured retail and institutional participation in the digital asset sector. Alongside this, the FCA also advanced its wider crypto regulatory roadmap through consultations on stablecoins, crypto asset custody, prudential requirements for crypto firms, and the broader framework for newly regulated crypto activities, reinforcing the UK's progression toward a more comprehensive and institutionally aligned digital asset regime.
For Coinsilium, these developments affirm its longstanding view that Bitcoin and other digital assets are increasingly being recognised as legitimate components of the modern financial system. The FCA's actions signal 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.
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 2027, 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 GBP1.43m in cash reserves and GBP11.99m in readily convertible digital asset tokens.
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 2027 are projected to be substantially met from existing cash resources without the need for significant reliance on realisation of readily convertible digital asset tokens in the Company portfolio, which remains available for strategic deployment in support of investment opportunities 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.
Early-Stage Venture-Building Risk
The Company primarily engages with ventures at pre-seed and seed stage, where failure rates are inherently high. Many ventures may not achieve product-market fit, secure follow-on funding, generate sustainable revenues, or reach liquidity events, which may result in partial or complete loss of resources and unrealised advisory value.
Fundraising and Market Conditions Dependency Risk
Many early-stage ventures or advisory clients remain dependent on continuous external funding to sustain operations and growth. A deterioration in venture capital markets, reduced investor appetite, or prolonged fundraising cycles may impair the ability of ventures and advisory clients to execute their business plans, affecting both the Company's interests and advisory fee generation.
Founder and Key Personnel Risk
The success of early-stage ventures is often heavily dependent on founders and a small number of key executives. Loss of founder commitment, execution failures, internal disputes, or inability to attract suitable talent may materially reduce the likelihood of commercial success and ability to pay advisory fees.
Advisory Revenue Concentration Risk
Advisory revenues may be concentrated among a limited number of mandates, sectors, or counterparties. Delays in fundraising, token launches, or strategic transactions by clients may reduce expected advisory revenues, create revenue volatility, and impact working capital planning.
Regulatory and Compliance Risk
Many ventures operate within sectors subject to rapidly evolving regulation, including digital assets, token issuance, decentralised finance, prediction markets, and AI-driven financial infrastructure. Regulatory changes, licensing requirements, or enforcement actions may adversely affect ventures operations, token economics, and the Company's ability to realise value from ventures and advisory clients.
Reputation and Dependence on Ecosystem Relationships
The Company's advisory model relies significantly on reputation, network quality, and trust of the Company's management within the digital asset and venture capital ecosystem. The effectiveness of the Company's venture-building and advisory model depends on maintaining strong relationships with founders, investors, exchanges, strategic partners, and institutional participants. Loss of key strategic relationships may affect the capacity to attract new advisory clients and strategic partners.
Strategic Concentration Risk
A significant portion of the Company's venture-building activities may be focused on specific sectors such as blockchain infrastructure, prediction markets, event-driven finance, or agentic AI. Concentrated exposure to particular market themes may increase vulnerability to sector-specific downturns, regulatory developments, or shifts in market sentiment.
Bitcoin Treasury Risk
The Group holds a portion of its treasury reserves in Bitcoin, which exposes it to risks inherent to digital assets. The value of Bitcoin is highly volatile and may fluctuate significantly over short periods. As a result, the carrying value of the Group's treasury reserves and overall financial performance may be materially affected by movements in the price of Bitcoin. In addition, the market value of the Company's shares may be influenced by changes in investor sentiment toward Bitcoin and the wider digital asset sector.
Bitcoin markets operate with varying degrees of regulatory oversight across jurisdictions, and the evolving regulatory landscape may introduce additional risks, including restrictions on trading, custody or use of digital assets. The Group may also be exposed to liquidity risk, as the ability to realise Bitcoin holdings at expected valuations is dependent on market conditions, the availability of counterparties and the continued functioning of trading infrastructure.
Further risks arise in relation to custody, security and counterparty exposure, including the potential for loss arising from cyber incidents, operational failures or third-party service provider issues. The digital asset sector also presents reputational considerations, given its association with emerging technologies and, in certain cases, illicit activity.
The Board recognises these risks and manages the Company's Bitcoin treasury with a long-term perspective, supported by established custody arrangements, operational controls and ongoing monitoring of market and regulatory developments. Based on over a decade of operational experience in the digital assets industry, the Company has developed a deep understanding of the real-world risks and has established practices to navigate them responsibly-particularly in relation to Bitcoin
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 - Non Treasury
Revenues generated from token project-related advisory services, as well as bonuses or performance-based consideration linked to equity investments, may be denominated in cryptocurrency or digital tokens issued by the relevant portfolio company or counterparty. These digital assets are inherently subject to significant price volatility, liquidity constraints, and market uncertainty, and it may not always be possible for the Group to realise value, exit positions, or effectively hedge its exposure in a timely manner. The Group actively monitors its portfolio of digital assets and seeks to manage price volatility risk through prudent treasury oversight, disciplined allocation, and ongoing assessment of market conditions.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.
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 relevantaudit 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 19 June 2026 and signed on its behalf:
Eddy Travia
Chief Executive Officer
COINSILIUM GROUP LIMITED STATEMENT OF DIRECTORS' RESPONSIBILITIES
The Directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.
Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have prepared the Group and Company financial statements in accordance with International Financial Reporting Standards as adopted by the European Union ("IFRS").
Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and Company and of the profit or loss of the Group and Company for that period.
In preparing these Financial Statements the Directors are required to:
-- select suitable accounting policies and then apply them consistently;
-- make judgements and accounting estimates that are reasonable and prudent;
-- state whether applicable IFRSs as adopted by the European Union have been followed, subject to anymaterial departures disclosed and explained in the Financial Statements; and
-- prepare the Financial Statements on the going concern basis unless it is inappropriate to presume thatthe Group and Company will continue in business.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Group's and Company's transactions and disclose with reasonable accuracy at any time the financial position of the Group and Company. They are also responsible for safeguarding the assets of the Group and Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The Directors confirm that they have complied with the above requirements in preparing the financial statements.
The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website.
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF COINSILIUM GROUP LIMITED
Opinion
We have audited the financial statements of Coinsilium Group Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2025 which comprise the Group Statement of Comprehensive Income, the Group and Company Statements of Financial Position, the Group and Company Statements of Changes in Equity, the Group and Company Cash Flow Statements and Notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards ("IFRSs") as adopted by the European Union.
In our opinion, the financial statements:
-- give a true and fair view of the state of the group's and of the parent company's affairs as at 31December 2025 and of the group's loss for the year then ended; and
-- have been properly prepared in accordance with IFRSs as adopted by the European Union.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard as applied to listed entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Our evaluation of the directors' assessment of the group's and parent company's ability to continue to adopt the going concern basis of accounting included:
-- Reviewing the cash flow forecasts prepared by management for the period 12 months from the approval offinancial statements by challenging the key assumptions and reviewing for their reasonableness;
-- Reviewing post-year-end regulatory news service announcements and holding discussions with management onfuture plans;
-- We sensitised the cash flow forecasts and performed stress tests, in order to assess the impact on cashreserves of a shortfall against budget and
-- Assessing the adequacy of going concern disclosures within the Annual Report and Financial Statements.
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.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Our application of materiality
The scope of our audit was influenced by our application of materiality. The quantitative and qualitative thresholds for materiality determine the scope of our audit and the nature, timing and extent of our audit procedures. Group materiality for the Group Statement of Comprehensive Income and Group Statement of Financial Position was GBP26,000 (2024: GBP18,000) and GBP442,000 (2024: GBP79,000) respectively based upon expenditure and net assets. These benchmarks are considered to be the most significant determinants of the group's and parent company's financial position and performance measures considered to be of most relevant to shareholders.
The parent company materiality for the Company Statement of Comprehensive Income and the Company Statement of Financial Position was GBP1,950 (2024: GBP6,000) and GBP30,000 (2024: GBP74,000) respectively based upon expenditure and net assets. For each component in the scope of our group audit, we allocated a materiality that is less than our overall group materiality.
Performance materiality was set at 65% of the respective financial statement materiality level. In determining performance materiality, we considered management's attitude to correcting misstatements identified, our cumulative knowledge of the digital assets industry and its specific trends, the consistency in the level of judgement required in key accounting estimates and the stability in key management personnel. Despite the inherent risk associated with blockchain based entities being high, 65% was deemed appropriate as aside from digital assets, the remaining items on the financial statements did not attract the same level of risk.
We agreed with the board that we would report all audit differences identified during the course of our audit for the Group in excess of GBP22,100 (2024: GBP5,000) for balance sheet items and GBP1,300 (2024: GBP900), for profit or loss items, and for the Company any amounts in excess of GBP3,070 (2024:GBP5,000) for balance sheet items and GBP1,950 (2024: GBP400) for profit or loss items. There were misstatements identified during the course of our audit that were considered to be material and adjusted for by management. The performance materiality for the components was determined to be in the range of between GBP20,000 (2024: GBP7,800) and GBP68,000 (2024: GBP56,000).
Our approach to the audit
In designing our audit, we determined materiality and assessed the risk of material misstatement in the financial statements. In particular, we looked at areas involving significant accounting estimates and judgement by the directors which includes valuation of financial assets at fair value through profit or loss (FVPL), the recognition and valuation of digital assets and the consideration of future events that are inherently uncertain. We also addressed the risk of management override of internal controls, including an evaluation of whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud.
Audit work was performed on all the group's operating components for consolidation purposes, with the group's key accounting function for all being based in the United Kingdom. All work was undertaken by PKF Littlejohn, and no component auditors were used.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) we identified, including those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit; and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Key Audit Matter How our scope addressed this matter
Valuation of financial assets at FVTPL- GBP934,436 (Refer to note 2.8 and 9)
We performed the following procedures:
-- Confirmed good title to the equity investments.
-- Undertook substantive testing on additions,
disposals, and fair value movements during the year.
-- Assessed and tested the valuation basis applied by
Management to the equity investments, including latest
available valuations, net asset values, latest fundraise price,
and cost less impairment.
-- Performed a post year-end review of regulatory news
service announcements, board minutes, bank statements, and
Included within the statement of financial position ledgers to identify transactions supporting the 31 December
are financial assets at fair value through profit 2025 carrying value.
or loss. These are investments made in blockchain -- Enquired of management regarding the existence of any
technology and fintech companies. The Group has a indicators of impairment in the investee companies.
non-controlling interest in all the investments and -- Ensured that appropriate disclosures were included in
thus does not operate/control any of the companies the financial statements.
or exert significant influence.
The Group designates these assets under IFRS 9 at
fair value through profit or loss. The investments Included in these financial assets is an investment in Greengage
are generally in early-stage private companies Limited, which is being carried GBP363,797 Note [4] in the financial
which do not always have readily available and statements, which describes the Directors' assessment of the
verifiable fair values. carrying value of the Group's investment in Greengage. As set out
in that note, the valuation of the investment is based on the
Directors' judgement, including information obtained through
discussions with the investee regarding its ongoing plans to pursue
an initial public offering ("IPO"). While the IPO has been delayed,
the Directors have concluded that the investment is not impaired on
the basis that it is expected to be realised through a future
listing.
The valuation basis will therefore need to be
closely reviewed in accordance with the fair value
hierarchy.
The outcome and timing of such an IPO are inherently uncertain and
dependent on factors outside the control of the Group. If the IPO
does not proceed, or if the expected realisation value is not
Where cost is concluded as the most accurate achieved, this may result in a material impairment of the
measure of fair value, an assessment for impairment investment.
shall be undertake
Our opinion is not modified in respect of this matter.
Recognition and valuation of digital asset tokens - GBP11,865,879 (Refer to Note 2.9 and 7)
We performed the following procedures:
-- Confirmed good title to the digital assets via the
Group's wallet.
-- Reviewed and tested underlying agreements giving rise
Included within the statement of financial position to the receipt of digital assets.
are tokens (coins) and right to future tokens held -- Agreed fair values at the date of receipt and at the
at fair value. There is no definitive guidance year-end to active market exchanges (e.g. Bitcoin, Ether),
under IFRS on the accounting for virtual including where applicable foreign exchange translation.
currencies. The type and form of virtual currencies
held can significantly differ with regard to the -- Confirmed that only tokens traded on an active market
ability to make payments, trade have been measured at fair value.
-- Reviewed post year-end transactions to identify
transactions supporting the realisation of the 31 December 2025
carrying value.
or exchange. The current recommended accounting -- Ensured that appropriate disclosures are included in
treatment is that virtual currencies should be the financial statements.
recognised and measured as follows: -- Reviewed post year end transactions to identify
transactions supporting the realisation of the 31 December 2025
carrying value.
-- If an active market exists, measured During the year, the Group enhanced its accounting policy relating
at market price with changes in fair value to digital assets to ensure alignment with IFRS requirements and
through other comprehensive income. the accounting treatment applied by similar entities. Management
-- If an active market does not exist, identified that certain digital assets, for which an active market
measured at cost. If the estimated disposal exists, had not been consistently measured at fair value through
value is lower than cost, the difference should other comprehensive income ("FVOCI"), with some fair value gains
be recognised as a loss. and losses previously recognised in profit or loss.
An active market, consistent with IFRS 13, is
defined as a market in which transactions for the
virtual currency take place with sufficient
frequency and volume to provide pricing information
on an ongoing basis. Any
As a result, a prior year adjustment was recorded to correct the
classification of these gains and losses and to ensure consistent
asset recognised should most likely be in an application of the FVOCI measurement basis. We have reviewed the
independent category of assets, as they do not meet accounting treatment, including verifying the accuracy of the prior
the definition of cash and cash equivalents, year adjustment, and assessed the related disclosures to ensure
financial assets or inventory (unless specifically compliance with the relevant IFRS standards, including IAS 8
held for trading)
Other information
The other information comprises the information included in the annual report, other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the group and parent company financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements, or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Responsibilities of directors
As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the group and parent company financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the group and parent company financial statements, the directors are responsible for assessing the group and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
-- We obtained an understanding of the group and parent company and the sector in which they operate toidentify laws and regulations that could reasonably be expected to have a direct effect on the financialstatements. We obtained our understanding in this regard through discussions with management, industry research,application of cumulative audit knowledge and experience of the sector etc. This is evidenced by discussion of lawsand regulations with the management, reviewing regulatory news service announcements and minutes of meetings ofthose charged with governance, and review of legal or professional expenditure.
-- We determined the principal laws and regulations relevant to the group and parent company in this regardto be those arising from GDPR, Employment Law, Health and Safety Law, Bribery and Money Laundering Regulations,AQSE rules and IFRS.
-- We designed our audit procedures to ensure the audit team considered whether there were any indicationsof non-compliance by the group and parent company with those laws and regulations. These procedures included, butwere not limited to:
-- Discussion with management regarding potential non-compliance;
-- Review of legal and professional fees to understand the nature of the costs and the existence of anynon-compliance with laws and regulations; and
-- Review of minutes of meetings of those charged with governance and regulatory news service announcements.
-- As in all of our audits, we addressed the risk of fraud arising from management override of controls byperforming audit procedures which included, but were not limited to: the testing of journals; reviewing accountingestimates for evidence of bias; evaluating the business rationale of any significant transactions that are unusualor outside the normal course of business and review of bank statements during the year to identify any large andunusual transactions where the business rational is not clear.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
Use of our report
This report is made solely to the company's members, as a body, in accordance with the terms of our engagement letter dated 07 May 2026. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone, other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.
19 June 2026
Zahir Khaki (Engagement Partner) 30 Churchill Place
For and on behalf of PKF Littlejohn LLP Canary Wharf
Registered Auditor London E14 5RE
COINSILIUM GROUP LIMITED GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
Restated
2025
Note 2024
GBP
GBP
Continuing Operations
Revenue from contracts with customers 5 6,000 6,000
Gross Profit 6,000 6,000
Administration expenses 6 (1,310,594) (963,800)
9
Net fair value loss on financial assets at fair value through profit or
loss (957,709) (138,288)
Impairment of other current assets 13 (124,710) (239,970)
Impairment of intangibles
7 (120,220) -
Unrealised (loss) / gain on crypto tokens at fair value 7 (3,047,048) -
Realised gain on disposal of crypto tokens 35,728 99,790
Operating (Loss) (5,518,553) (1,236,268)
Finance income 22 579 842
Forex gain or (loss) (82,575) (921)
Loss before Taxation (5,600,549) (1,236,347)
Income tax 23 - -
Loss for the year (5,600,549) (1,236,347)
Other Comprehensive Income for the year attributable to owners of the
Parent Company
Movements in revaluation reserve for intangible assets (365,128) 248,600
Total Other Comprehensive Income (365,128) 248,600
Total Comprehensive Loss for the year attributable to owners of the (5,965,677) (987,747)
Parent Company
Earnings per share in pence from continuing operations attributable to
owners of the Parent - Basic & Diluted 24
(1.558p) (0.581p)
COINSILIUM GROUP LIMITED
STATEMENTS OF FINANCIAL POSITION - CONSOLIDATED
AS AT 31 DECEMBER 2025
Restated
Restated
31 December 2025 1 January
Note 31 December 2024
GBP 2024
GBP
GBP
Non-Current Assets
Intangible assets 7 - 120,220 120,220
Property, plant and equipment 8 577 808 1,039
Financial assets at fair value through profit or
loss 2,162,782
9 934,436 1,949,242
Intangibles - digital asset tokens 7 11,865,879 - -
12,800,892 2,070,270 2,284,041
Current Assets
Trade and other receivables 11 205,430 58,947 107,738
Cash and cash equivalents 12 1,428,830 286,999 283,757
Intangibles - digital asset tokens 7 - 480,372 466,341
Other current assets 13 326,625 477,283 500,375
1,960,885 1,303,601 1,358,211
Total Assets 14,761,777 3,373,871 3,642,252
Equity attributable to owners of the Parent
Share capital 16 - - -
Share premium 16 26,621,593 9,232,304 8,658,154
Share option reserve 17 326,897 402,918 353,991
Revaluation reserve - 365,128 246,448
Retained losses (12,348,186) (6,823,658) (5,718,530)
3,540,063
Total equity attributable to owners of the Parent 14,600,304 3,176,692
Current Liabilities
Trade and other payables 14 161,473 197,179 102,189
Total Liabilities 161,473 197,179 102,189
Total Equity and Liabilities 14,761,777 3,373,871 3,642,252
The Financial Statements were approved and authorised for issue by the Board of Directors on 19 June 2026 and were signed on its behalf by:
Eddy Travia
Chief Executive Officer
COINSILIUM GROUP LIMITED
STATEMENTS OF FINANCIAL POSITION - COMPANY
AS AT 31 DECEMBER 2025
Restated
Restated
31 December 2025 1 January
Note 31 December 2024
GBP 2024
GBP
GBP
Non-Current Assets
Intangible assets 7 - 1,860 1,860
Financial assets at fair value through profit or
loss 360,905 360,905 360,905
9
Investment in subsidiaries 10 1,640,333 1,644,333 1,644,333
Intercompany loans 10 17,114,388 1,195,727 2,200,125
Intangibles - digital asset tokens 17,158 - -
19,132,784 3,202,825 4,207,223
Current Assets
Trade and other receivables 11 144,553 32,489 75,865
Cash and cash equivalents 12 1,252,622 133,343 150,444
Intangibles - digital asset tokens 7,888 480,372 466,341
1,405,063 646,204 692,650
Total Assets 20,537,847 3,849,029 4,899,873
Equity attributable to owners of the Parent
Share capital 16 - - -
Share premium 16 26,621,593 9,232,304 8,658,154
Share option reserve 17 326,897 402,918 353,991
Revaluation reserve - 365,128 246,448
Retained losses (6,557,964) (6,280,798) (4,439,116)
Total equity attributable to owners of the Parent 20,390,526 3,719,552 4,819,477
Current Liabilities
Trade and other payables 14 147,321 129,477 80,396
Total Liabilities 147,321 129,477 80,396
Total Equity and Liabilities 20,537,847 3,849,029 4,899,873
The Financial Statements were approved and authorised for issue by the Board of Directors on 19 June 2026 and were signed on its behalf by:
Eddy Travia
Chief Executive Officer
COINSILIUM GROUP LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
GROUP Attributable to Equity Shareholders
Share Share Share option Revaluation Retained Total
capital premium reserve reserve losses
GBP
GBP GBP GBP GBP GBP
As at 31 December 2023 (Restated) - 8,658,154 353,991 246,448 (5,718,530) 3,540,063
Loss for the year - - - - (1,236,347) (1,236,347)
Change in fair value of intangibles - - - 248,600 - 248,600
Fair value recycle on intangibles - - - (129,920) 129,920 -
disposed of in the year
Total comprehensive income - - - 118,680 (1,106,427) (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 (Restated) - 9,232,304 402,918 365,128 (6,823,658) 3,176,692
Loss for the year - - - - (5,600,549) (5,600,549)
Change in fair value of intangibles - - - (365,128) - (365,128)
Total comprehensive income - - - (365,128) (5,600,549) (5,965,677)
Issue of warrants - - - - - -
Issue of shares - 17,281,302 - - - 17,281,302
Cost of issuing shares - (1,014,613) - - - (1,014,613)
Exercise of warrants - 1,122,600 (70,482) - 70,482 1,122,600
Lapse of warrants - - (5,539) - 5,539 -
Total transactions with owners - 17,389,289 (76,021) - 76,021 17,389,289
recognised directly in equity
As at 31 December 2025 - 26,621,593 326,897 - (12,348,186) 14,600,304
COINSILIUM GROUP LIMITED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
PARENT COMPANY Attributable to Equity Shareholders
Revaluation
reserve
Share Share Share option Retained Total
capital premium reserve losses
GBP
GBP GBP GBP GBP
GBP
As at 1 January 2024 (Restated) - 8,658,154 353,991 246,448 (4,439,116) 4,819,477
Loss for the year - - - - (1,972,901) (1,972,901)
Change in fair value of intangibles - - - - 248,600
248,600
Fair value recycle on intangibles
disposed of in the year - - - 129,920 -
(129,920)
Total comprehensive income for the
year - - - (1,842,981) (1,724,301)
118,680
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 (Restated) - 9,232,304 402,918 365,128 (6,280,798) 3,719,552
Loss for the year - - - - (718,315) (718,315)
Disposal of intangibles under fair
value revaluation model - - - 365,128 -
(365,128)
Total comprehensive income for the
year - - - (353,187) (718,315)
(365,128)
Issue of shares - 17,281,302 - - - 17,281,302
Cost of issuing shares - (1,014,613) - - - (1,014,613)
Exercise of warrants - 1,122,600 (70,482) - 70,482 1,122,600
Lapse of warrants - - (5,539) - 5,539 -
Total transactions with owners
recognised directly in equity - 17,389,289 (76,021) 76,021 17,389,289
-
As at 31 December 2025 - 26,621,593 326,897 - (6,557,964) 20,390,526
COINSILIUM GROUP LIMITED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2025
Group Company
Restated Restated
2025
2025 2024 2024
Note GBP
GBP GBP GBP
Cash flows from operating activities
Profit before taxation (5,600,549) (1,236,347) (718,314) (1,972,900)
Adjustments for:
Finance income - (842) - (842)
Depreciation and amortisation 231 231 - -
Impairment of intangible assets 7 120,220 - 1,860 -
Share based payments 6 - 50,226 - 50,226
Equity settled transactions 268,800 - 268,800 -
Impairment of loans to subsidiaries - - 7,700 1,004,398
Unrealised loss / (gain) on Digital Assets at FV 3,047,048 (3,764) - (3,764)
Realised gain on crypto tokens (35,728) (99,790) - -
Decrease in financial assets at fair value through
profit or loss 9 957,709 - -
138,288
Impairment of other current assets 124,710 243,734 - 3,764
Unrealised foreign exchange movements 83,049 867 - (4,067)
(Increase)/Decrease in trade and other receivables 11 (146,483) (112,070) 43,376
1,995
Increase/(Decrease) in trade and other payables 14 (35,706) 193,890 17,849 49,080
Net cash (used in) / generated by operating
activities (534,175) (830,729)
(1,216,699) (711,512)
Cash flows from investing activities
Interest received - 842 - 842
Purchase of other Digital Assets 7 (14,830,802) (472,395) (5,431,002) (373,553)
Proceeds on disposal of Digital Assets 7 68,843 711,057 68,843 711,089
Decrease/(increase) in loans to subsidiary - - (10,104,876) -
undertakings
Net cash generated from/(used in) investing
activities (15,467,035) 338,378
(14,761,959) 239,504
Cash flows from financing activities
Proceeds from issue of shares (net of costs) 16 17,120,489 475,250
17,120,489 475,250
Net cash generated from financing activities 17,120,489 472,250
17,120,489 472,250
Net (decrease)/increase in cash and cash equivalents 1,119,279 (17,101)
1,141,831 3,242
Cash and cash equivalents at beginning of year 133,343 150,444
286,999 283,757
Cash and cash equivalents at end of year 12 1,428,830 286,999 1,252,622 133,343
Significant non-cash transactions in the year include the allotment of shares totalling GBP268,800 in value to various service providers in lieu of settlement of fees in cash (2024: GBP82,650).
COINSILIUM GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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 Venture Builder, business accelerator, DeFi advisor and strategic investor operationally based in Gibraltar.
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 from 1 January 2025
The following new standards have come into effect this year however they have no impact on the Group:
- Amendment to IFRS 16: Lease Liability in Sale and Leaseback
- Amendment to IAS 1: Non-current Liabilities with Covenants
- Amendments to IAS 7 and IFRS 7: Supplier Finance Arrangements
- The following amendments are effective for the period beginning 1 January 2026:
- Amendments to IAS 21: Lack of Exchangeability
- Amendments to the SASB standards to enhance international applicability
New standards, interpretations and amendments not yet effective
There are a number of standards, amendments to standards, and interpretations which have been issued by the IASB that
are effective in future accounting periods that the Company has decided not to adopt early.
The following amendments are effective for the period beginning 1 January 2026:
- Amendments to IFRS 9 and IFRS 7: Classification and Measurement of Financial Instruments
- Amendment to IFRS 9: Contractual Cash Flow Characteristics (SPPI assessment)
- Amendment to IFRS 9: Non-recourse Features and Contractually Linked Instruments
- Amendment to IFRS 9: Derecognition of Financial Liabilities Settled via Electronic Transfer
- Amendments to IFRS 7: Additional Disclosures for Equity Instruments at FVOCI
- Amendments to IAS 7 and IFRS 7: Supplier Finance Arrangements (ongoing enhanced disclosures)
- IFRS 18: Presentation and Disclosure in Financial Statements (effective 1 January 2027)
- Amendments to IAS 12: International Tax Reform - Pillar Two (continued disclosure requirements)
The Company is currently assessing the impact of these new accounting standards and amendments. The Company does
not believe that the amendments will have a significant impact on the Company's financial statements in the future.
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 2025.
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 2027, 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 GBP1.43m in cash reserves and GBP11.99m in readily convertible digital asset tokens.
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 2027 are projected to be substantially met from existing cash resources without the need for significant reliance on realisation of readily convertible digital asset tokens in the Company portfolio, which remains available for strategic deployment in support of investment opportunities 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 Foreign Currencies
i. Functional and presentation currency
The functional currency of the Company is UK Pound Sterling (GBP), the functional currency of the Group (including all subsidiaries) is GBP and the financial statements presentational currency is GBP. 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.
2.6 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.
2.7 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.
2.8 Financial Assets
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 anobligation 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 theasset, or (b) the Group and Company has neither transferred nor retained substantially all the risks and rewards ofthe 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 othercomprehensive income; and
-- Equity investments for which no election has been made to recognise fair value gains and losses throughother comprehensive income.
The Group and Company measures all equity investments at fair value through profit or loss.
Unquoted investments are valued by the Directors using primary valuation techniques such as recent transactions, last price or net asset value.
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.
2.9 Digital Assets
Digital assets comprise cryptographic tokens held by the Group for treasury and investment purposes.
The Group has concluded that digital assets meet the definition of intangible assets under IAS 38 Intangible Assets, as they are identifiable non-monetary assets without physical substance.
Digital assets are initially recognised at cost, including directly attributable transaction costs.
Subsequent to initial recognition, digital assets for which an active market exists are measured using the revaluation model under IAS 38 and are carried at fair value at the reporting date less any subsequent impairment losses, where applicable. Fair value is determined by reference to quoted market prices from active exchanges at the reporting date.
Increases in carrying amount arising on revaluation are recognised in other comprehensive income and accumulated within the digital asset revaluation reserve in equity, except to the extent that the increase reverses a prior revaluation decrease previously recognised in profit or loss, in which case the increase is recognised in profit or loss.
Decreases in carrying amount arising on revaluation are recognised in profit or loss, except to the extent of any existing credit balance in the digital asset revaluation reserve relating to the same asset or class of assets, in which case the decrease is recognised in other comprehensive income and debited against the reserve.
Upon disposal of a digital asset, any cumulative revaluation surplus included within the digital asset revaluation reserve relating to that asset is transferred directly to retained earnings and is not reclassified through profit or loss.
Digital assets are classified as current or non-current based on management's intended holding period and expected realisation profile at the reporting date. During the years to 31 December 2024, digital assets were classified as current due to their broad availability for immediate deployment and lack of any specific intention to retain for longer periods. However during the course of the year ended 2025, the Group adopted a formal bitcoin treasury policy to support the long term accumulation of capital and value within the Group, with the firm intention that bitcoin reserves are intended to be held for periods of greater than 12 months from the reporting date. Consequently, these assets have been reclassified in the current year from current assets to non-current assets.
The Group changed its accounting policy as regards Digital Assets in the current year, with retrospective implementation of the policy change adjustments being applied from 1 January 2024. See note 4 below for further details.
2.10 Other Current Assets
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 Digital Assets and measured at fair value under IAS 38 revaluation model (see note 2.9 above).
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 any 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.
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 2025, 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, classified as Digital Assets under the IAS 38 revaluation model. 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 2025 the Group had unrestricted cash of GBP1,428,830 to settle trade and other payables of GBP161,470. 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 2025 and 2024:
Level 1 Level 2 Level 3 Total
GBP GBP GBP GBP
Assets
Financial assets at fair value through profit or loss
- Equity holdings - - 934,436 934,436
-Rights to Future Tokens - - 277,961 277,961
-Collectible stamps - 48,664 - 48,664
Assets held at fair value under the IAS 38 revaluation model
-Digital Assets - 11,865,879 - 11,865,879
Total assets at 31 December 2025 - 11,914,543 277,961 12,192,504
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 - - 1,949,242 1,949,242
Other current assets
-Rights to Future Tokens - - 428,619 428,619
-Collectible stamps - 48,664 - 48,664
Assets held at fair value under the IAS 38 revaluation model
-Digital Assets - 480,372 - 480,372
Total assets at 31 December 2024 - 529,036 2,377,861 2,906,897
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 2025 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 impairedthe value 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 ormilestones;
-- There has been a change in expectation that the investee's technical product milestones will be achievedor 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 avaluation for the financial asset which is different to the valuation at which the Group invested. The asset'svalue will be adjusted to reflect this revised valuation; or
-- An independently prepared valuation report exists for the investee within close proximity to thereporting 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.
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, Otomato and Greengage of GBP123,940, GBP63,845 and GBP395,919 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 Mint Blocks (formerly Arcadian Youth) of GBP360,905, is either in the early stages of development and lacks 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 GBP944,611 at 31 December 2025.
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.
iii. Fair value of investment in Greengage
The Group holds an investment in Greengage Global Holdings Ltd, which is carried at GBP363,797 at the reporting date and is classified as a Fair value through profit or loss.
In assessing whether the carrying value of the investment is appropriate and whether any impairment indicators exist, the Directors have exercised significant judgement. The assessment has been based primarily on information obtained from discussions with the management of the investee, including updates regarding its operational progress, financial position, and strategic plans.
The investee has indicated that it continues to pursue an initial public offering ("IPO"), which was anticipated in prior periods but has been delayed due to prevailing market conditions. Based on the latest discussions, the investee has confirmed that preparations for a potential listing remain ongoing and that it intends to proceed when market conditions are favourable.
In forming their judgement, the Directors have considered:
-- the current status of the IPO process and supporting activities;
-- information provided by the investee regarding expected timelines and readiness;
-- the absence of recent observable market transactions for the investment; and
-- general market conditions affecting IPO activity.
On the basis of this assessment, the Directors have concluded that there are no indicators of impairment at the reporting date and that the carrying value of the investment remains recoverable. However, this assessment involves a high degree of estimation uncertainty. The ultimate realisation of the investment is dependent on the successful completion of an IPO or other liquidity event. Should the IPO not proceed as anticipated, or should the investee's prospects change materially, this may give rise to a material impairment in future periods.
iv. Recoverability of intercompany receivables (Company only financial statements)
Intercompany loans receivable as at 31 December 2025 total GBP17.1m, the recoverability of which is linked to the value of bitcoin holdings within Forza!, the Group treasury vehicle, and the value of strategic portfolio investments and advisory agreements within the Group's other vehicles Seedcoin Limited and Coinsilium Gibraltar Limited. In forming the assessment of the recoverability of these balances against the underlying economic activities and assets of the subsidiaries, the Directors have had to apply judgements regarding expectations for future advisory revenue generation, the expected recoverability of underlying investments and the expected performance of bitcoin prices over the assessment horizon for the treasury function. The Directors have determined that the current carrying values of these loans are expected to be fully recoverable through reference to these underlying economic activities over the assessment horizon and that consequently no further provision of these balances is required as at 31 December 2025.
Change in Accounting Policy - Digital Assets
During the year ended 31 December 2025, the Group changed its accounting policy in respect of digital assets.
Previously, the Group accounted for digital assets using a fair value through profit or loss approach, with realised and unrealised fair value movements recognised within profit or loss and digital assets presented within other current assets.
Following a review of the nature, purpose and holding characteristics of the Group's digital asset portfolio, management concluded that accounting for digital assets under the revaluation model in accordance with IAS 38 Intangible Assets provides more relevant and reliable information to users of the financial statements. The revised policy aligns the accounting treatment more closely with the economic characteristics of the Group's holdings and prevailing market practice among comparable entities holding digital assets for treasury purposes. As part of the review , management identified that certain digital assets for which an active market exists, had not been consistently measured at fair value through other comprehensive income ("FVOCI") with some fair value gains and losses previously recognised in profit or loss.
Under the revised policy, digital assets are classified as intangible assets and subsequently measured using the revaluation model where an active market exists. Increases in carrying value arising from remeasurement are recognised in other comprehensive income and accumulated within the digital asset revaluation reserve, except to the extent that they reverse a previous downward revaluation recognised in profit or loss. Decreases in carrying value are recognised in profit or loss to the extent they exceed amounts previously recognised within the digital asset revaluation reserve relating to the same asset or class of assets.
The change in accounting policy has been applied retrospectively in accordance with IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors. Comparative information has been restated and the opening statement of financial position at 1 January 2024 has been restated to reflect the revised policy as if it had always been applied.
The effect of the change in accounting policy on the Group's financial statements is set out below.
Impact on statement of financial position and statement of changes in equity as at 1 January 2024
GBP Previously reported Adjustment Restated Revaluation reserve 504,114 (257,666) 246,448 Retained earnings reserve (5,315,510) 257,666 (5,057,844) Net assets 3,540,063 - 3,540,063
Impact on statement of comprehensive income for the year ended 31 December 2024
GBP Previously reported Adjustment Restated Impairment of other current assets (243,734) 3,764 (239,970) Unrealised gain on digital asset tokens fair value 252,364 (252,364) - PBT (987,747) (248,600) (1,236,347)
Impact on statement of financial position and statement of changes in equity as at 31 December 2024
GBP Previously reported Adjustment Restated Revaluation reserve 504,114 (138,986) 365,128 Retained earnings reserve (6,962,644) 138,986 (6,823,658) Net assets 3,176,692 - 3,176,692
Further to the above, during the year the Group adopted a formal bitcoin treasury reserve policy, outlining the strategy of the Group for holding long term value reserves denoted in bitcoin. As a consequence of the adoption of this formal treasury reserve policy in the year, the Group has determined that bitcoin holdings be reclassified from current to non-current assets in the current year to reflect the Group's intention to hold these digital assets over the long term. This reclassification has been undertaken prospectively and has not given rise to any adjustment to the prior year.
The change in accounting policy did not impact the Group's total net cash flows.
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 2025 (2024: GBP6,000). The Company generated revenue of GBPNil during the year ended 31 December 2025 (2024: GBPNil).
Investing Advisory Corporate Total
2025
GBP GBP GBP GBP
Revenue - 6,000 - 6,000
Administrative expenses - (277,491) (1,033,103) (1,310,594)
Finance income - - 579 579
Forex gain or (loss) (83,189) - 614 (82,575)
Profit/(loss) from operations per reportable (83,189) (271,491) (1,031,910) (1,386,590)
segment
Net fair value gains/(losses) on financial (957,709) - - (957,709)
assets
Unrealised gain/(loss) on digital assets through (3,047,048) - - (3,047,048)
P&L
Realised gain/(loss) on disposal of digital 35,728 - - 35,728
assets
Impairment of intangible assets - (120,220) - (120,220)
Impairment of other current assets (124,710) - - (124,710)
Profit before tax (4,176,928) (391,711) (1,031,910) (5,600,549)
Additions to non-current assets - - - -
Disposals of non-current assets - - - -
Reportable segment assets 20,389,547 (5,627,771) - 14,761,776
Reportable segment liabilities 147,365 14,111 - 161,476
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 - - - -
&L
Realised gain/(loss) on disposal of digital assets 99,790 - - 99,790
Impairment of other current assets (239,970) - - (239,970)
- - - -
Profit before tax (277,809) (240,459) (718,079) (1,236,347)
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
6. Expenses by Nature
Group
2025 2024
GBP GBP
Consultancy fees 66,277 135,553
Directors' remuneration (note 20) 507,419 265,226
Share based payments - 50,226
Depreciation 231 231
Fees payable to Company's auditor 63,150 40,875
Property costs 35,738 33,571
Marketing and promotional 211,214 110,905
Legal and professional* 396,224 312,555
Other expenses including foreign exchange 30,341 14,658
Total administrative expenses 1,310,594 963,800
* Included in legal & professional fees in the year are amounts totalling GBP268,800 settled through the issuance of equity to the supplier in lieu of cash settlement (2024: nil).
7. Intangible Assets
2025
Digital Asset Tokens Trademarks Customer contracts Total
Non-current Intangibles
GBP GBP GBP GBP
1 January - 3,720 116,500 120,220
Recategorised from current intangibles in the 480,372 - - 480,372
year
Additions 14,830,802 - - 14,830,802
Disposals (33,115) - - (33,115)
Impairments - (3,720) (116,500) (120,220)
Unrealised loss (3,412,178) - - (3,412,178)
Transaction costs (4) - - (4)
31 December 11,865,879 - - 11,865,879
During the current year the Group adopted a formal bitcoin treasury reserve policy, establishing the framework for the long term accumulation of value in the form of bitcoin holdings within the Group's Forza! Entity. Given the long term nature of these bitcoin treasury holdings and the lack of any immediate term intention to dispose of these assets, the establishment of this policy has resulted in the Group determining that bitcoin holdings, classified as Digital Assets under the IAS 38 revaluation model, should be reclassified from current to non-current assets in the current year.
2024
Digital Asset Tokens Trademarks Customer contracts Total
Non-current Intangibles
GBP GBP GBP GBP
1 January - 3,720 116,500 120,220
31 December - 3,720 116,500 120,220
Current Intangibles
1 January 466,341 - - 466,341
Additions 373,553 - - 373,553
Disposals (611,267) - - (611,267)
Impairment (3,764) - - (3,764)
Unrealised gains 252,364 - - 252,364
Transaction costs (607) - - (607)
Foreign exchange 3,752 - - 3,752
31 December 480,372 - - 480,372
8. Property, Plant and Equipment
Group Company
Office Equipment Office Equipment
GBP GBP
Cost
As at 31 December 2024 5,473 -
Additions during the year - -
As at 31 December 2025 5,473 -
Group Company
Office Equipment Office Equipment
GBP GBP
Depreciation
As at 31 December 2024 4,665 -
Charge for the year 232 -
As at 31 December 2025 4,897 -
Net book value as at 31 December 2024 808 -
Net book value as at 31 December 2025 577 -
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 263,699 652,537 39,792 360,905 632,309 1,949,242
2025
Additions 139 - - - - 139
Disposals - - - - - -
Impairment - - - - - -
Fair value (199,993) (288,741) (36,404) - (432,571) (957,709)
movement
Foreign exchange - - (3,389) - (53,848) (57,237)
movement
At 31 December 63,845 363,796 - 360,905 145,890 934,436
2025
At 31 December 2025, the Group and Company owns unlisted shares in:
-- Mint Blocks LLC a company incorporated in the USA;
-- Coin-Dash Ltd, a company incorporated in Israel;
-- Indorse Pte. Ltd, a company incorporated in Singapore,
-- Greengage Global Holding Ltd, a company incorporated in UK. Following the reporting date the companyrestructured its holding such that the Group became shareholders on an equivalent basis in the newly incorporatedcompany Greengage & Co. Group PLC, incorporated in the UK.
-- Dyment Labs Pte. Ltd. (former name: Otomato Pte. Ltd,), a company incorporated in Singapore.
Financial assets at fair value through profit or loss are denominated in the following currencies:
2025 2024
GBP GBP
UK Pound 363,797 1,013,443
Euro - 39,793
US Dollar 570,640 632,307
Singapore Dollar - 263,699
Total 934,437 1,949,242
10. Investments in Subsidiary Undertakings
Company
2025 2024
GBP GBP
Investment in Group Undertakings
At 1 January 1,644,333 1,644,333
Impairments in the year (4,000) -
At 31 December 1,640,333 1,644,333
Loans to subsidiary undertakings
Loans to subsidiary undertakings 18,907,949 3,475,802
Impairment of loan (1,793,561) (2,280,075)
Net Loans to subsidiary undertakings 17,114,388 1,195,727
Loans payable to subsidiary undertakings - -
Total investment in and loans to subsidiary undertakings 2,840,060
18,754,721
Investments in Group undertakings are stated at cost, which is the fair value of the consideration paid.
Loans made to subsidiary undertakings are interest free and recoverable through future economic inflow generation from the development of the subsidiary projects. As such, they are assessed as forming part of the investment in the subsidiaries under IAS 27 - Separate Financial Statements. This approach is based on the assumption that the both the investment in the subsidiary and the loan receivable from the subsidiary will be recovered via the generation of value in the subsidiary's projects. As such the loans are considered to be capital in nature rather than held for contractual cashflows.
Details of Subsidiary Undertakings
Name of subsidiary Place of Parent company Registered capital Share capital Principal activities
business held
Coinsilium Limited United Kingdom Coinsilium Group Ordinary shares 100% Dormant, dissolved post year
Limited GBP0.0001 end
Seedcoin Limited Gibraltar Coinsilium Group Ordinary shares 100% Investment
Limited GBPNil
Forza (Gibraltar) Gibraltar Coinsilium Group Ordinary shares 100% Bitcoin holdings
Limited1 Limited GBP1,000
Coinsilium Gibraltar Gibraltar Coinsilium Group Ordinary shares 100% Blockchain advisory and
Limited Limited GBP1,000 venture activities
The registered office address of Coinsilium Limited is Salisbury House, London Wall, London, England, EC2M 5PS. During the year the Group filed for this company to be struck off, having become dormant, which was completed and took full effect on 17 March 2026.
The registered office address of Seedcoin Limited is Portland House, Glacis Road, Gibraltar.
The registered office address of Forza (Gibraltar) 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 (Gibraltar) 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
2025 2024 2025 2024
GBP GBP GBP GBP
Trade receivables 1,000 500 - -
Prepayments and accrued income 179,434 58,447 119,556 32,489
Other receivables 24,996 - 24,997 -
205,430 58,947 144,553 32,489
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
2025 2024 2025 2024
GBP GBP GBP GBP
GBP 204,430 58,447 144,553 32,489
USD 1,000 - - -
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
2025 2024 2025 2024
GBP GBP GBP GBP
Cash at bank 1,428,830 286,999 1,252,622 133,343
13. Other Current Assets
Rights to Future Tokens Crypto Stamps Total
GBP GBP GBP
At 1 January 2024 451,711 48,664 500,375
Additions 229,015 - 229,015
Disposals - - -
Vested in year (17,233) - (17,233)
Impairment (239,593) - (239,593)
Unrealised gain on token value - - -
Transaction costs - - -
Foreign exchange movements 4,719 - 4,719
At 31 December 2024 428,619 48,664 477,283
Impairment (124,710) - (124,710)
Foreign exchange movements (25,948) - (25,948)
At 31 December 2025 277,961 48,664 326,625
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 2025
Crypto stamps Total crypto stamps GBP48,664
rights to future tokens
YELLOW GBP148,246
GGS GBP74,123
OTOMATO GBP55,592
-
Total future tokens GBP277,961
Total Other Current Assets GBP326,625
14. Trade and Other Payables
Group Company
2025 2024
2025 2024
GBP GBP
GBP GBP
Trade payables 75,963 26,506 72,672 15,990
Other taxation and social security 3,572 34,825 - -
Accrued expenses 81,150 55,063 74,618 48,160
Other payables 788 80,785 31 65,326
161,473 197,179 147,321 129,476
15. Financial Instruments
Group Company
2025 2024 2025 2024
GBP GBP GBP GBP
Financial Assets
Financial assets at amortised cost
Trade and other receivables 205,430 58,946 144,553 32,489
Cash and cash equivalents 1,428,830 286,999 1,252,622 133,343
Other financial assets - - - -
Financial assets at fair value through profit or loss
Investments at FVTPL 934,436 1,949,242 360,905 360,905
Other current assets 326,625 477,283 - -
2,895,321 2,772,470 1,758,080 526,737
Group Company
2025 2024
2025 2024
GBP GBP
GBP GBP
Financial Liabilities
Trade and other payables 161,473 197,179 147,321 129,476
161,473 197,179 147,321 129,476
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 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 1 January 2025 218,697,566 - 9,232,304 9,232,304
Placing of shares 236,158,596 - 17,281,302 17,281,302
Cost of issuing shares - - (1,014,613) (1,014,613)
Options & Warrants exercised 32,378,333 - 1,122,600 1,122,600
As at 31 December 2025 487,234,495 - 26,621,593 26,621,593
During the year, shares totalling GBP268,800 in value were issued to various service providers in lieu of settlement of fees in cash (2024: GBP82,650).
17. Other Reserves
Share based payment reserve Group Company
2025 2024 2025 2024
GBP GBP GBP GBP
1 January 402,918 353,992 402,918 353,992
Options/Warrants issued in the year - 50,225 - 50,225
Options/Warrants exercised in the year (70,482) (1,299) (70,482) (1,299)
Options/Warrants lapsed in the year (5,539) - (5,539) -
31 December 326,897 402,918 326,897 402,918
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:
2025 2024
Weighted average exercise
Weighted average exercise price
Number GBP
price GBP
Number
At 1 January 56,132,666 0.0439 33,909,999 0.0479
Granted - options - - - -
Granted - warrants - - 22,856,000 0.0375
Exercised - warrants (29,878,333) 0.0314 (633,333) 0.03
Exercised - options (2,500,000) 0.0425 - -
Lapsed - warrants (2,698,333) 0.03 - -
Outstanding at 31 December 21,056,000 0.0598 56,132,666 0.0439
Exercisable at 31 December 21,056,000 0.0598 56,132,666 0.0439
Warrants granted in the prior 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 prior 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 prior 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) 2025 Exercise Price (GBP per share) 2024
20 April 2025 - Warrants - - 0.03 16,576,666
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 8,500,000 0.0425 11,000,000
8 March 2027 - Warrants 0.0375 6,256,000 0.0375 22,256,000
4 Sep 2027 - Warrants 0.0375 600,000 0.0375 600,000
0.0598 21,056,000 0.0439 56,132,666
Range of exercise Number of Weighted average remaining life Weighted average remaining life
prices Shares (expected) years (contracted) years
GBP0.09 2,850,000 0.56 0.56
GBP0.0425 8,500,000 0.85 0.85
GBP0.135 2,850,000 0.56 0.56
GBP0.0375 6,256,000 1.18 1.18
GBP0.0375 600,000 1.68 1.68
19. Employees
The Group had no full time employees and five 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 21,000 139,283 5,765 166,048
Malcolm Palle 165,000 - 4,515 169,515
Ben Proffitt 45,469 - - 45,469
Non-Executive Directors
Federica Velardo 30,476 49,423 - 79,899
Wayne Almeida 38,000 - - 38,000
At 31 December 2025 299,945 188,706 10,280 498,931
The above amounts are stated net of employers' national insurance contributions totalling GBP8,488.
Short Term Employee Benefits GBP Non Employment Fees GBP Health Insurance GBP Total 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.
No pension benefits are provided for any Director.
21. Auditors Remuneration
During the year, the Group obtained the following services from the auditor:
Group
2025 2024
GBP GBP
Fees payable to the auditor for the audit of the Group and Company - Statutory audit services -
current year
50,000 39,000
Fees payable to the auditor for the audit of the Group and Company - Statutory audit services - 17,600 -
prior year amounts under accrued
Fees payable to the auditor for the audit of the Group and Company - Non audit services 3,550 1,875
71,150 40,875
22. Finance Income / Costs & Investment Income
Group
2025 2024
GBP GBP
Finance income - bank interest 579 842
23. Taxation
Group
2025 2024
GBP GBP
Current tax - -
Deferred tax - -
Tax charge/(credit) - -
Group
2025 2024
GBP GBP
Profit before tax (5,600,549) (1,236,347)
Tax on BVI profit of GBP………. @ 0%
- -
Tax on UK loss of GBP…… @ 19% (159,174) 1,022
Tax losses carried forward on which no deferred tax asset is recognised
159,174 (1,022)
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 GBP906,206 ( 2024: 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 (1.558) pence is based on the loss attributable to equity owners of the parent company of GBP(5,600,549) and on the weighted average number of ordinary shares of 359,370,400 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
2025 2024 2024 2023
GBP GBP GBP GBP
Not later than one year 5,430 5,430 - -
Between 1 and 5 years - -
Total lease commitment 5,430 5,430 - -
26. Related Party Transactions
Loan from Coinsilium Group Limited to Seedcoin Limited
As at 31 December 2025 there were amounts receivable outstanding from Seedcoin Limited of GBP1,029,160 (2024: GBP1,026,609). No interest was charged on the loan.
Loan from Coinsilium Group Limited to Coinsilium Limited
As at 31 December 2025 there were amounts receivable of GBPNil (2024: GBP486,515) from Coinsilium Limited, against which a provision for 100% of amounts receivable has been recognised. No interest was charged on the loan which was forgiven in the year in preparation for the striking off of the company.
Loan from Coinsilium Group Limited to Forza! Limited
As at 31 December 2025 there were amounts receivable of GBP15,308,146 (2024: GBP166,764) from Forza! Limited. No interest was charged on the loan.
Loan from Coinsilium Group Limited to Coinsilium Gibraltar Ltd
As at 31 December 2025 there were amounts receivable of GBP777,082 (2024: GBP1,795,913) from Coinsilium Gibraltar Ltd. No interest was charged on the loan.
Transactions with Indorse
During the year, management fees totalling GBP139,283 (2024: 140,772) 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 were 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:
-- On 2 February 2026 announced the exercise of 2.6m warrants at 3.75 pence per share, of which MalcolmPalle was a holder of 800k warrants and Eddy Travia a holder of 800k warrants.
-- On 2 February 2026 the Company announced the allotment of 1.79m shares to service providers in lieu ofcash settlement, at a total value of GBP67,125.
-- On 8 March 2026 the Company announced the launch of the Yellow network, resulting in the allotment of 50mYellow tokens to the Company in settlement of its SAFT investments made in 2022 and further investments made inMarch 2026. The tokens are subject to a 2-6 month cliff period prior to vesting in monthly tranches over a periodof 3 years.
-- On 16 March 2026 the Company announced an investment in Predictive Labs Pte Ltd, a Singapore-registeredtechnology company developing data intelligence infrastructure for the rapidly emerging prediction markets sector. The initial investment of USUSD150,000 gives the Company a 5.52% stake in the enterprise, with optional additionalinvestments in various tranches giving rise to the capacity to increase the total investment stake to 29.85%.
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(END) Dow Jones Newswires
June 22, 2026 02:00 ET (06:00 GMT)
