UNAUDITED CONDENSED INTERIM FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED 31 DECEMBER 2025

 

 

CHIEF EXECUTIVE OFFICER'S STATEMENT

 

A Foundation Year of Strategic Execution

 

I am pleased to present B HODL's interim results for our first reporting period as a publicly listed Bitcoin treasury company. This period represents far more than financial metrics. For us, and our shareholders, it marks the successful translation of our IPO vision into operational reality and establishes the foundation for our long-term value creation strategy.

 

From Vision to Execution

 

Our public listing achieved exactly what we set out to accomplish: creating a transparent, regulated vehicle for institutional and retail investors to gain exposure to Bitcoin while at the same time both building the infrastructure that will define the next phase of the Lightning Network's development, and making a return on that investment for our shareholders at the same time. Every commitment made during our IPO roadshow has either been systematically delivered or is in active execution.

 

We have successfully initiated our Lightning Network routing operations, positioning ourselves at the critical intersection of Bitcoin's evolution from store of value to medium of exchange. Our node infrastructure is now actively facilitating transactions across the network, generating routing fees whilst contributing to the overall liquidity and reliability that institutions require. This is not merely speculative positioning but is core to our business model, of  revenue-generating participation in Bitcoin's payment layer.

 

Strategic Achievements

 

Beyond our core treasury and routing activities, we have deliberately positioned ourselves as active contributors to Bitcoin's institutional maturation in the United Kingdom. Supporting the industry in the UK will create a virtuous circle of increased use and adoption, feeding back into value for the company and our shareholders. Our support for Brink, the leading Bitcoin protocol development organisation, reflects our commitment to strengthening the technical foundations upon which our entire sector depends.

 

Our partnership with Bury St Edmunds Bitcoin for their upcoming Pizza Day event demonstrates practical Lightning Network usage at the grassroots level and is precisely the type of real-world adoption that validates our infrastructure investment thesis. Supporting community-driven Bitcoin events creates tangible demonstration effects that benefit the entire ecosystem.

 

Most significantly, our advisory role with the secretariat for the All-Party Parliamentary Group on Crypto and Digital Assets represents institutional engagement at the highest level. Rather than hoping for favourable regulatory development, we are actively participating in the conversations that will shape the UK's approach to digital assets. This positions the company advantageously to engage constructively as policy frameworks crystallise and provides our shareholders with direct insight into regulatory direction.

 

Commercial discussions with potential partners in additional revenue generation activities as contemplated by our Admission Document are ongoing and the company will disclose these to the market in the ordinary course.

 

Capital Allocation, Risk Management and Operational Discipline

 

Our Bitcoin acquisition strategy continues to execute methodically, with every ongoing purchase now intended to lower our average cost basis while increasing Bitcoin exposure on a per-share basis over time and maintaining sufficient operational liquidity. We remain opportunistic but disciplined, recognising that our shareholders benefit from strategic and methodical accumulation.

 

Operationally, we have maintained the lean cost structure promised at IPO. Our running costs remain minimal, reflecting our focus on efficient operations rather than expensive overheads. Every expenditure is evaluated against its contribution to long-term shareholder value, not short-term appearances, ensuring a greater proportion of shareholder capital is directed toward Bitcoin accumulation and revenue-generating activities.

 

At IPO, the Company retained a significant cash runway. In light of the Board's experience and the potential for material movements in Bitcoin's price, the Company adopted a prudent capital strategy designed to maintain resilience in whatever the market conditions.

 

We have been vindicated in our prudent cash and capital management, which has recently allowed us to allocate additional fiat cash towards Bitcoin purchases. We hold in excess of 164 Bitcoin via market purchases as at the date of these results, and have generated 0.387 of additional Bitcoin via our active yield activities.

 

Aligned Leadership and Culture

 

We are uniquely positioned through our B2B relationship with CoinCorner to leverage the experience and assistance of their marketing and support teams, who continue to provide our senior management with office space, back office support and technical expertise built up over many years. Our board and management team maintain significant equity stakes in the company, ensuring complete alignment with shareholder interests. Director compensation and remuneration is lean and includes significant portions in equity incentives for management. This very much represents skin in the game that aligns our personal outcomes with those of every investor who has backed our vision. When B HODL succeeds, we succeed. When shareholders benefit, we benefit proportionally.

 

Market Positioning and Future Outlook

 

The macro environment continues to validate our thesis. Institutional interest in Bitcoin treasury strategies remains strong and arguably more mature than the frothy market of twelve months ago, whilst Lightning Network adoption metrics demonstrate the infrastructure layer we are building upon. Our early-mover advantage in Lightning routing operations positions us to capture value as payment rails mature and institutional adoption scales.

 

We remain convinced that Bitcoin treasury companies represent a generational investment opportunity for those willing to think beyond traditional asset allocation frameworks. Our combination of direct Bitcoin exposure, Lightning Network infrastructure participation, and regulatory engagement creates multiple value drivers that compound over time.

 

Concluding remarks

 

This interim period establishes our credentials as operators, not just allocators of capital. We have proven our ability to execute across treasury management, technical infrastructure, and industry leadership simultaneously. Our pipeline of opportunities continues to develop, and our operational capabilities continue to scale.

 

We remain focused on building sustainable shareholder value through methodical execution of our core strategy: accumulating Bitcoin at attractive prices, generating revenue through Lightning Network participation, and maintaining our position at the forefront of institutional Bitcoin adoption.

 

 

The foundation is now set. The next phase begins.

 

Freddie New

Freddie New

Chief Executive Officer

B HODL plc

 

INDEPENDENT REVIEW REPORT TO B HODL PLC                                                                                                                                                                                                     

Conclusion                                                                                                                 

                                                                                                                       

We have been engaged by the company to review the condensed set of financial statements in the half-yearly financial report for the six months ended 31 December 2025 which comprises the condensed statement of profit or loss and other comprehensive income,  condensed statement of financial position, condensed statement of changes in equity and condensed statement of cash flows and notes to the condensed financial statements.                                                                                                                                                    

Based on our review, nothing has come to our attention that causes us to believe that the condensed set of financial statements in the half-yearly financial report for the six months ended 31 December 2025 is not prepared, in all material respects, in accordance with UK adopted International Accounting Standard 34.                                                                                                                                                                         

Basis for Conclusion                                                                                                   

                                                                                                                       

We conducted our review in accordance with International Standard on Review Engagements (UK) 2410, "Review of Interim Financial Information Performed by the Independent Auditor of the Entity "issued for use in the United Kingdom. A review of interim financial information consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.                                                                                                                                                                                               

As disclosed in note 1, the annual financial statements of the company are prepared in accordance with United Kingdom adopted international accounting standards. The condensed set of financial statements included in this half-yearly financial report has been prepared in accordance with UK adopted International Accounting Standard 34, "Interim Financial Reporting".                                                                                                                                                                                                                       

Conclusions Relating to Going Concern                                                                                                                                                                                                                                 

Based on our review procedures, which are less extensive than those performed in an audit as described in the Basis of Conclusion section of this report, nothing has come to our attention to suggest that management have inappropriately adopted the going concern basis of accounting or that management have identified material uncertainties relating to going concern that are not appropriately disclosed.                                                                                                                                                                                         

This conclusion is based on the review procedures performed in accordance with this ISRE (UK) 2410, however future events or conditions may cause the entity to cease to continue as a going concern.                                                                                                                                                                              

Responsibilities of directors                                                                                                                                                                                                                           

The directors are responsible for preparing the half-yearly financial report in accordance with the UK adopted International Accounting Standard 34, "Interim Financial Reporting".                                                                                                                                                   

In preparing the half-yearly financial report, the directors are responsible for assessing the 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 company or to cease operations, or have no realistic alternative but to do so.                                                                                                                       

                                                                                                                       

Auditor's Responsibilities for the review of the financial information                                                                                                                                                                          

In reviewing the half-yearly report, we are responsible for expressing to the company a conclusion on the condensed set of financial statement in the half-yearly financial report. Our conclusion, including our Conclusions Relating to Going Concern, are based on procedures that are less extensive than audit procedures, as described in the Basis for Conclusion paragraph of this report.                                                                                                                                                                                                                   

Use of our report                                                                                                                     

                                                                                                                       

This report is made solely to the company in accordance with ISRE (UK) 2410. Our work has been undertaken so that we might state to the company those matters we are required to state to it in an independent review 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, for our review work, for this report, or for the conclusions we have formed.                                                                                                                    

                  

                                                                                               

Lee Lederberg FCCA (Senior Statutory Auditor)                                                             

For and on behalf of                                                                                                                

Edwards Veeder (UK) Limited                                                                           

Chartered accountants & statutory auditor                                                                                 

4 Broadgate Boardway Business Park                                                                           

Chadderton, Oldham OL9 9XA                                                                                      

26th March 2026           

 

B HODL Plc
Condensed statement of profit or loss and other comprehensive income
For the six months ended 31 December 2025
									Six months ended 31 December
									2025
							Note		GBP
	Revenue						2		13,996
	Direct costs								(69)
	Gross profit								13,927
	Other income								1
	Fair value change on convertible loan								(76,387)
	Revaluation loss on intangible assets								(3,055,169)
	Finance costs								(31)
	Administrative expenses								(308,829)
	Costs of incorporation and admission to trading								(714,664)
	Loss before tax								(4,141,152)
	Income tax expense						3		-
	Loss and total comprehensive loss for the half-year								(4,141,152)
	Basic and diluted loss per share (pence)						4		(4.70)

 

 

B HODL Plc
Condensed statement of financial position
As at 31 December 2025
						31 December 2025		30 June 2025
				Note		GBP		GBP
	Non-current assets
	Intangible assets			5		10,318,093		-
						10,318,093		-
	Current assets
	Prepayment and other receivables			6		1,586,830		-
	Cash and cash equivalents					177,908		2
						1,764,738		2
	Current liabilities
	Trade and other payable					67,681		46,000
	Convertible loan			7		213,074		-
	Amount due to a related party			8		66,075		-
						346,830		46,000
	Net current assets					1,417,908		-                         45,998
	Non-current liabilities
	Amount due to a related party - Non			8		70,000		-
	Net assets					11,666,001		(45,998)
	Equity
	Share capital			9		1,401,661		2
	Share premium					14,183,351		-
	Share option and warrant reserve					268,141		-
	Accumulated losses					(4,187,152)		(46,000)
						11,666,001		-                         45,998

                       

B HODL Plc
Condensed statement of changes in equity
For the six months ended 31 December 2025
			Share capital	Share premium	Share option and warrant reserve	Accumulated losses	Total
			GBP	GBP	GBP	GBP	GBP
	At 1 July 2025		2	-	-	(46,000)	(45,998)
	Total comprehensive expense for the half-year		-	-	-	(4,141,152)	(4,141,152)
	Issued share options and warrants		-	-	268,141	-	268,141
	Issued share capital		1,401,659	14,183,351	-	-	15,585,010
	At 31 December 2025		1,401,661	14,183,351	268,141	(4,187,152)	11,666,001

                                               

 

                       

	B HODL Plc
	Condensed statement of cash flows
	For the six months ended 31 December 2025
										Six months ended 31 December
										2025
										GBP
	Cash flows from operating activities
	Cash generated from operations									(2,180,817)
	Interest received									-
	Net cash inflow from operating activities									(2,180,817)
	Cash flows from investing activities
	Payments for property, plant and equipment									(13,585)
	Payment of cryptoassets									(13,209,028)
	Net cash outflow from investing activities									(13,222,613)
	Cash flows from financing activities
	Proceeds from issues of shares									15,445,261
	Proceeds from amount due to a related party									136,075
	Net cash inflow from financing activities									15,581,336
	Net (decrease)/increase in cash and cash equivalents									177,906
	Cash and cash equivalents at the beginning of the half-year									2
	Cash and cash equivalents at end of the half-year									177,908

           

 

B HODL Plc
Notes to the condensed financial statements
For the six months ended 31 December 2025
	1.	GENERAL INFORMATION AND BASIS OF PREPARATION
		The company is limited liability incorporated in the Isle of Man on 12 June 2025. The address of the registered office of the company is 19-21 Circular Road, Douglas, IM1 1AF, Isle of Man.
		The company is principally engaged in holdings of bitcoin, undertaking bitcoin related operational activities, primarily the operation of lightning nodes and routing Bitcoin payments through the lightning network. The shares of the Company have been listed on the AQSE Growth Market since 22 September 2025.
		These general purpose financial statements for the interim half-year reporting period ended 31 December 2025 have been prepared in accordance with IAS 34 'Interim Financial Reporting', as appropriate for for-profit oriented entities.
		These interim financial statements do not include all the notes of the type normally included in annual financial statements. Accordingly, these financial statements are to be read in conjunction with the Company's Admission Document dated 22 September 2025, and any public announcements made by the Company in accordance with the AQSE Growth Market Rules for Issuers.
		The accounting policies adopted in the preparation of the interim financial statements are consistent with those described in the Company's Admission Document, which have been prepared in accordance with UK-adopted International Accounting Standards (IFRS).
	2.	REVENUE
		Revenue comprises income from active yield-generating activities, income is recognised upon the successful completion of each routed payment (Lightning) or on an accruals basis over the period to which it relates. BTC-denominated amounts are translated into Sterling at the spot rate on the date of recognition in accordance with IAS 21.
	3.	INCOME TAX EXPENSE
		The tax charge in the company income statement is based on management's best estimate of the full year effective tax rates by IOM applied to half year profits. The appropriate statutory rate of corporation tax has been applied to the adjusting items, based on the IOM tax rate of that item.
	4.	LOSS PER SHARE
		Basic loss per share
		The calculation of basic loss per share attributable to owners of the company is based on loss for the period attributable to owners of the company of GBP4,141,152 and the weighted average number of ordinary shares of 88,036,416 in issue during the period.
		Diluted loss per share
		The effects of all potential ordinary shares are anti-dilutive for the six months ended 31 December 2025.
	5.	INTANGIBLE ASSETS
						Cryptoassets	Website	Total
		Cost or valuation				GBP	GBP	GBP
		At 1 July 2025				-	-	-
		Addition				13,359,677	13,585	13,373,262
		Deficit on revaluation				(3,055,169)	-	(3,055,169)
		At 31 December 2025				10,304,508	13,585	10,318,093
		At 31 December 2025 the carrying amount of cryptoassets pledged as security for the amounts due to related party amounted to GBP141,392.
	6.	PREPAYMENT AND OTHER RECEIVABLES
								2025
								GBP
		Prepayments						86,419
		Other receivables						411
		Amounts due from a related party						1,500,000
								1,586,830
		As of the half-year ended, the company holds GBP1,500,000 in assets which are placed with CoinCorner Limited. These assets always remain the sole and exclusive property of the company, and the agreement does not transfer any right, title, or interest in the assets to CoinCorner Limited.
	7.	CONVERTIBLE LOAN
		On 2 December 2025, the company issued a convertible loan with a principal amount of 1.1 Bitcoin (BTC) and 1 BTC to related party (the "CC", being CoinCorner Limited) and major shareholder (the "AB") (together as "Lender"), respectively. Pursuant to the terms of the agreement:
		Nature and interest: The loan is unsecured, zero-coupon, and denominated in BTC.
		Conversion rights: The Lender has the right to convert the entire outstanding loan into fully paid ordinary shares of the company at the conversion price at any time during the term.
		Company's conversion call: The company has an option to require conversion of the loan if the "Conversion Call Conditions" are satisfied (specifically, if the share price closes at least 50% higher than the reference share price for 10 consecutive trading days and the GBP price of BTC has not increased by more than 30% relative to the reference bitcoin value).
		Redemption and maturity: The loan has a maturity period of 48 months. If not converted, the principal amount is repayable in BTC. The lender also has an option for early repayment at any time on or after 12 months from the issue date.
		The company has designated the debt component and derivative components (including the holder's conversion option and the issuer's conversion call/redemption options) as financial liabilities at fair value through profit or loss (FVTPL) and initially recognised the convertible loan at fair value.
		The fair value of the Convertible Loan is determined by aggregating: (i) the present value of contractual future cash flows, represented by the BTC principal amount, translated at the reporting date BTC/GBP exchange rate and discounted at an appropriate rate taking into account the credit standing of the company; and
		(ii) the fair value of the conversion options and issuer's conversion call, calculated using an option pricing model.
		In subsequent periods, the convertible loan is measured at fair value with changes in fair values recognised in profit or loss. Transaction costs relating to the issuance are charged to profit or loss.
		The convertible loan is measured at fair value using the Black-Scholes model at initial recognition and at the end of each subsequent reporting period. The inputs into the model as at 31 December 2025 are as follows:
							2025
							CC	AB
		Share price					0.105	0.105
		Conversion price					0.107625	0.107625
		Options life					3.92	3.92
		Risk free rate					4.72%	4.72%
		Expected volatility					117.08%	117.08%
		Discount rate					30%	30%
						Convertible loan CC	Convertible loan AB	Total
						GBP	GBP	GBP
		At 1 July 2025				-	-	-
		Issuance of convertible bonds				73,333	71,429	144,762
		Fair value change on convertible loan				36,961	31,351	68,312
		At 31 December 2025				110,294	102,780	213,074

 

	8.	AMOUNT DUE TO A RELATED PARTY
		Included in the amount due to related party of GBP70,000 is secured by BTC included in intangible assets of GBP141,392, bearing interest 8% per annum and repayable with 48 equal monthly instalments.
		The remaining amount due to related party is unsecured, non-interest bearing and has no fixed repayment terms.
	9.	SHARE CAPITAL
								2025
						Note	Number of shares	GBP
		At 1 July					2	2
		Subdivided				(a)	198	-
		Issued share on 7 August 2025				(b)	30,349,800	303,498
		Subscription and WRAP offer				(c)	109,537,520	1,095,375
		Other issued share					278,571	2,786
		At 31 December					140,166,091	1,401,661
		Note:
		(a) On 7 August 2025, each of the existing ordinary shares of £1 was subdivided into 100 new  ordinary Shares of 1 pence each.
		(b) On 7 August 2025, the Company made the allotments to the company officer. The subscription amounts due by each of Daniel Lawrence Scott, Zakk Lakin, Frederick  Edmund New, Russell Allen Farrington and David Patrick Martin Boylan were funded by  way of a set-off of a net amount of GBP20,000 due to each of them under their respective terms  of appointment as Directors of the Company and the subscription amount due by Michael  Andrew Crosbie was funded by set-off of a net amount of GBP3,500 due to him under his terms  of appointment as Chief Operating Officer of the company.
		(c) On 22 September 2025, the company issued 109,537,520 new shares at a share price 14p per share, the net proceeds of GBP15,245,262.

 

 

	10.	SHARE-BASED PAYMENTS
		The company occasionally issues share options to officers of the company. They are settled in equity once exercised. Details of the number of shares options and the weighted average exercise price (WAEP) outstanding during the half-year are as follows:
		Share options
		Name of grantee		Expiry date		Exercise price	At 1 July 2025	Granted	At 31 December 2025
		David Jaques		21/09/2035		14p	-	300,000	300,000
		Frederick New		21/09/2035		14p	-	300,000	300,000
		Daniel Scott		21/09/2035		14p	-	300,000	300,000
		David Boylan		21/09/2035		14p	-	300,000	300,000
		Zakk Lakin		21/09/2035		14p	-	300,000	300,000
		Allen Farrington		21/09/2035		14p	-	300,000	300,000
		Michael Crosbie		21/09/2035		14p	-	650,000	650,000
		Chris Wilson		21/09/2035		14p	-	500,000	500,000
							-	2,950,000	2,950,000
		Share warrants
		Name of grantee		Expiry date		Exercise price	At 1 July 2025	Granted	At 31 December 2025
		CoinCorner Limited		21/09/2030		14p	-	1,398,875	1,398,875
		First Sentinel Corporate Finance Limited		21/09/2028		14p	-	142,857	142,857
							-	1,541,732	1,541,732
		During the half-year, the company recognised a total share-based payment expense of GBP268,141. The fair value of options granted is calculated using a Black-Scholes pricing model. The model is internationally recognised as being appropriate to value employee share schemes.
		The fair value is estimated as at the issue date using a Black-Scholes model, considering the terms and conditions upon which the options were granted. The following table lists the inputs to the model.
							Share options	Share warrants	Share warrants
		Exercise price (pence)					14p	14p	14p
		Number of options					2,950,000	142,857	1,398,875
		Volatility					117.10%	117.10%	117.10%
		Risk free interest (%)					4.725%	4.725%	4.725%
		Dividend yield					0%	0%	0%
		Time to expiration at date of grant (i.e. life of options) in years					10	3	5
		Vesting period					1 year from admission	N/A	N/A
		Performance condition					N/A	N/A	The company market capitalisation reaching or exceeding GBP1 billion
	11.	FAIR VALUE MEASUREMENTS
		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 following disclosures of fair value measurements use a fair value hierarchy that categorises into three levels the inputs to valuation techniques used to measure fair value:
		Level 1 inputs: quoted prices (unadjusted) in active markets for identical assets or liabilities that the Group can access at the measurement date.
		Level 2 inputs: inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly or indirectly.
		Level 3 inputs: unobservable inputs for the asset or liability.
		The Group's policy is to recognise transfers into and transfers out of any of the three levels as of the date of the event or change in circumstances that caused the transfer.
		The following table presents the company's financial assets and financial liabilities measured and recognised at fair value at 31 December 2025 on a recurring basis:
						Level 1	Level 2	Level 3	Total
						GBP	GBP	GBP	GBP
		Recurring fair value measurements:
		Intangible assets - Cryptoassets				10,318,093	-	-	10,318,093
		Financial liabilities at fair value through profit or loss - convertible				-	-	213,074	213,074
		Reconciliation of assets measured at fair value based on level 3:
							Convertible loan CC	Convertible loan AM	Total
							GBP	GBP	GBP
		At 1 July 2025					-	-	-
		Issuance of convertible bonds					73,333	71,429	144,762
		Fair value change recognised in profit or loss					36,961	31,351	68,312
		At 31 December 2025					110,294	102,780	213,074
		Disclosure of valuation process used by the company and valuation techniques and inputs used in fair value measurements.
		The company is responsible for the fair value measurements of assets and liabilities required for financial reporting purposes, including level 3 fair value measurements. Discussions of valuation processes and results are held by the company at least twice a year.
		Level 3 fair value measurements
		Description		Valuation technique			Unobservable input and range	Effect on fair value for increase of inputs	Fair value as at 31 December 2025
		Convertible loan		Black-Scholes model			Discount rate	Decrease	213,074
	12.	CONTINGENT LIABILITIES
		The company did not have any significant contingent liabilities at 31 December 2025.
	13.	EVENTS AFTER THE REPORTING PERIOD
			There were no material non-adjusting events after the reporting period that require disclosure in these financial statements.   -END-