PHOENIX GROUP PLC — Interim / Quarterly Report 2026

May 11, 2026

Docusign Envelope ID: 51574C32-3B5A-8B4C-828F-A1D7E446041A

Phoenix Group PLC

DIRECTORS' REPORT AND CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE-MONTH PERIOD ENDED 31 MARCH 2026

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Docusign Envelope ID: 51574C32-3B5A-8B4C-828F-A1D7E446041A

Phoenix Group PLC

Directors’ report and condensed consolidated interim financial statements
for the three-month period ended 31 March 2026

Contents	Pages
Directors’ report	1
Report on review of condensed consolidated interim financial statements	2
Condensed consolidated interim statement of financial position	3 - 4
Condensed consolidated interim statement of profit or loss	5
Condensed consolidated interim statement of comprehensive income	6
Condensed consolidated interim statement of changes in equity	7
Condensed consolidated interim statement of cash flows	8 - 9
Notes to the condensed consolidated interim financial statements	10 - 30

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Directors' report

for the three-month period ended 31 March 2026

The Directors have the pleasure in submitting this report, together with the reviewed condensed consolidated interim financial statements of the Phoenix Group PLC (the "Company") and its subsidiaries (collectively referred to as the "Group") for the three-month period ended 31 March 2026.

Principal activities

The Group is a technology conglomerate bringing cutting-edge blockchain solutions to an expansive market. The Group offers a comprehensive range of services, from high-performance computing machines trading and data centre hosting. The Group develops, operates, and manages highly specialised data centres, hosting high-performance computing power for digital asset across the UAE, Oman, USA, Ethiopia and Canada. Additionally, the Group also hosts, operates and maintains equipment within its existing data centres and enables investment opportunities within cloud mining.

The Group is the distributor of industry-leading equipment manufacturer MicroBT and prominent distributor of Digital wallet Ledgers and CoolWallets, across the Middle East, Africa and USA. The Group has four business verticals including trading, hosting, mining and investments.

Results for the period

For the three-month period ended 31 March 2026, the Group reported revenue of USD 23,309 thousand (31 March 2025 (unaudited): USD 31,260 thousand) and loss for the period attributable to the shareholders of USD 81,036 thousand (31 March 2025 (unaudited): USD 153,597 thousand).

Going concern

The attached condensed consolidated interim financial statements have been prepared on a going concern basis. While preparing the condensed consolidated interim financial statements, the management has made an assessment of the Group's ability to continue as a going concern. The management has not come across any evidence that causes it to believe that material uncertainties related to the events or conditions existed, which may cast significant doubt on the Group's ability to continue as a going concern.

Transactions with related parties

Related party transactions are carried out as part of our normal course of business and in compliance with applicable laws and regulations. Related party transactions are disclosed in note 14 of the condensed consolidated interim financial statements.

Directors

• H.E Tareq Abdulraheem Ahmed Rashed Alhosani
• Elham Alqasim
• Munaf Ali
• Fady M Y Dahalan

Independent auditors

RAI Audit and Tax services - Sole Proprietorship L.L.C., was appointed as the external auditors for the financial year 2026, in the annual general meeting held on 24 April 2026.

On behalf of the Board of Directors

H.E. Tareq Abdulraheem Al Hosani
Chairman of the board

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RAI AUDIT

Report on review of condensed consolidated interim financial statements

To: The Shareholders of Phoenix Group PLC

Introduction

We have reviewed the accompanying condensed consolidated interim statement of financial position of Phoenix Group PLC (the "Company") and its subsidiaries (together the "Group") as at 31 March 2026 and the related condensed consolidated interim statements of profit or loss, comprehensive income, changes in equity and cash flows for the three-month period then ended and explanatory notes.

Management is responsible for the preparation and presentation of this condensed consolidated interim financial statements in accordance with International Accounting Standard 34 - Interim Financial Reporting (referred to as "IAS 34"). Our responsibility is to express a conclusion on this condensed consolidated interim financial statements based on our review.

Scope of Review

We conducted our review in accordance with the International Standard on Review Engagements 2410 - Review of Interim Financial Information Performed by the Independent Auditor of the Entity. A review of condensed consolidated interim financial statement consists of making inquiries, 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 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.

Emphasis of matter

We draw attention to Note 2 in the condensed consolidated interim financial statements, which states that the condensed consolidated interim financial statements have been prepared under the going concern basis of accounting, based on the significant assumption that the Group is able to generate sufficient cash flows in the foreseeable future to meet its obligations as and when they fall due through the mining and sale of digital assets. Our conclusion is not modified in respect of this matter.

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the accompanying condensed consolidated interim financial statements is not prepared, in all material respects, in accordance with IAS 34.

For RAI Audit and Tax Services,

Sajjad Ahmad
12 May 2026
Abu Dhabi
United Arab Emirates

RAI Audit and Tax Services Sole Proprietorship L.L.C. Registration number 27436 Registered in Abu Dhabi Global Market
Unit 1405, Floor 14, Addax Port Office Tower, Tamouh, P.O. Box 94996, Al Reem Island
Abu Dhabi, UAE. T: +971 (2) 222 2236, www.raifirm.com
2

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Condensed consolidated interim statement of financial position

As at 31 March 2026

| | Notes | As at
31 March
2026
USD’000
(unaudited) | As at
31 December
2025
USD’000
(audited) |
| --- | --- | --- | --- |
| ASSETS | | | |
| Non-current assets | | | |
| Property and equipment | 5 | 287,472 | 317,936 |
| Investment in associates | 6 | 33,848 | 36,298 |
| Investments at fair value through profit or loss (FVTPL) | 7 | 16,467 | 16,947 |
| Advances and deposits | 11 | 12,805 | 14,647 |
| Deferred tax asset | 27 | - | 2,956 |
| | | 350,592 | 388,784 |
| Current assets | | | |
| Digital assets | 8 | 228,128 | 266,854 |
| Inventories | 9 | 134 | 136 |
| Trade receivables | 10 | 5,076 | 9,027 |
| Advances, deposits and other receivables | 11 | 13,884 | 13,883 |
| Due from a related party | 14 | 273 | 162 |
| Cash and bank balances | 12 | 10,565 | 5,404 |
| | | 258,060 | 295,466 |
| Total assets | | 608,652 | 684,250 |
| EQUITY AND LIABILITIES | | | |
| Equity | | | |
| Share capital | 13(i) | 164,706 | 164,706 |
| Share premium | 13(i) | 345,882 | 345,882 |
| Other reserves | 13(ii) | 10,004 | (539) |
| Statutory reserve | | 14 | 14 |
| Retained earnings | | 32,161 | 123,957 |
| Own shares | 13(iii) | (443) | (281) |
| Total equity | | 552,324 | 633,739 |
| LIABILITIES | | | |
| Non-current liabilities | | | |
| Employees’ end of service benefits | 15 | 1,284 | 1,218 |
| Interest-bearing loans | 16 | 3,031 | 3,095 |
| | | 4,315 | 4,313 |

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Condensed consolidated interim statement of financial position (continued)

As at 31 March 2026

| | Notes | As at
31 March
2026
USD’000
(unaudited) | As at
31 December
2025
USD’000
(audited) |
| --- | --- | --- | --- |
| Current liabilities | | | |
| Due to a related party | 14 | 3 | 3 |
| Interest-bearing loans | 16 | 36,189 | 22,596 |
| Trade payables | | 3,673 | 5,105 |
| Other liabilities | 17 | 12,148 | 18,494 |
| | | 52,013 | 46,198 |
| Total liabilities | | 56,328 | 50,511 |
| Total equity and liabilities | | 608,652 | 684,250 |

These condensed consolidated interim financial statements were authorised for issue on 12 May 2026 and signed by:

H.E. Tareq Abdulraheem Al Hosani
Chairman of the board

Munaf Ali
Group CEO & Board Member

The notes 1 to 32 form an integral part of these condensed consolidated interim financial statements.

Condensed consolidated interim statement of profit or loss

For the three-month period ended 31 March 2026

	Notes	Three-month period ended 31 March
		2026 USD'000 (unaudited)	2025 USD'000 (unaudited)
Revenue	20	23,309	31,260
Other income	21	991	1,027
		24,300	32,287
Expenses
Self-mining electricity costs		(11,065)	(14,479)
Hosting electricity costs		(3,417)	(4,114)
Cost of inventories consumed	22	(2)	(6,354)
Staff costs	23	(3,570)	(4,340)
Other operating expenses	24	(5,003)	(4,677)
Foreign exchange loss		(18)	(13)
Adjusted EBITDA*		1,225	(1,690)
Depreciation and amortisation	5	(13,542)	(8,131)
Operating loss		(12,317)	(9,821)
Share of results of associates – net of tax	6	(4,999)	(2,199)
Unrealised loss on investments at FVTPL	7	(555)	-
Unrealised loss on digital assets – inventory	8	(27,398)	(142,403)
Realised gain / (loss) on sale of digital assets – inventory	8	1,639	(328)
Loss on revaluation of digital assets – intangibles	8	(16,834)	-
(Impairments/ write-offs) and reversals	25	(17,300)	773
Finance income		-	58
Finance costs	27	(316)	(472)
Loss before tax for the period		(78,080)	(154,392)
Income tax	29	(2,956)	795
Loss for the period attributable to the shareholders		(81,036)	(153,597)
Loss per share
Basic and diluted (USD)	26	(0.013)	(0.025)

*Adjusted EBITDA is a non-IFRS measure and refers to earnings before finance income/(costs), tax, depreciation, amortisation, fair value gain / (losses) on digital assets (both realised and unrealised), unrealised gain / (loss) on financial assets at FVTPL, loss on revaluation of digital assets – intangibles, ECL provisions, impairments, write-offs and reversals and share of results of associates. Operating loss is a non- IFRS measure and refers to Adjusted EBITDA after depreciation and amortisation.

The notes 1 to 32 form an integral part of these condensed consolidated interim financial statements.

Condensed consolidated interim statement of comprehensive income

For the three-month period ended 31 March 2026

| | Notes | Three-month period
ended 31 March | |
| --- | --- | --- | --- |
| | | 2026
USD'000
(unaudited) | 2025
USD'000
(unaudited) |
| Loss for the period | | (81,036) | (153,597) |
| Other comprehensive (loss)/income | | | |
| Items that may be reclassified to profit or loss in subsequent periods: | | | |
| Exchange loss on retranslation of foreign subsidiaries – net of tax | | (15) | (2) |
| Items that will not be reclassified to profit or loss in subsequent periods: | | | |
| Share of other comprehensive (loss) / income of associate – net of tax | 6 | (153) | 618 |
| Loss on revaluation of digital assets – intangibles (net of tax) | 8 | - | (3,762) |
| Other comprehensive loss for the period – net of tax | | (168) | (3,146) |
| Total comprehensive loss for the period attributable to the shareholders | | (81,204) | (156,743) |

Condensed consolidated interim statement of changes in equity

For the three-month period ended 31 March 2026

| | Share capital
Note 12(i)
USD'000 | Share premium
Note 12(i)
USD'000 | Other reserves
Note 12(ii)
USD'000 | Statutory reserve
USD'000 | Retained earnings
USD'000 | Own shares
USD'000 | Total equity
USD'000 |
| --- | --- | --- | --- | --- | --- | --- | --- |
| At 1 January 2025 (audited) | 164,706 | 345,882 | 18,524 | 14 | 362,898 | (263) | 891,761 |
| Loss for the period | - | - | - | - | (153,597) | - | (153,597) |
| Other comprehensive loss | - | - | (3,146) | - | - | - | (3,146) |
| Total comprehensive income for the period | - | - | (3,146) | - | (153,597) | - | (156,743) |
| Own shares sold (net of purchases) (Note 13) | - | - | - | - | - | 139 | 139 |
| Realised loss transferred to retained earnings
(Note 13 (ii) (c)) | - | - | 1,956 | - | (1,956) | - | - |
| Depreciation on revalued asset | - | - | (73) | - | 73 | - | - |
| Waiver of shareholder loan (Note 14) | - | - | - | - | 15,318 | - | 15,318 |
| Loss on sale of own shares (Note 13) | - | - | - | - | (27) | - | (27) |
| At 31 March 2025 (unaudited) | 164,706 | 345,882 | 17,261 | 14 | 222,709 | (124) | 750,448 |
| At 1 January 2026 (audited) | 164,706 | 345,882 | (539) | 14 | 123,957 | (281) | 633,739 |
| Loss for the period | - | - | - | - | (81,036) | - | (81,036) |
| Other comprehensive loss | - | - | (168) | - | - | - | (168) |
| Total comprehensive loss for the period | - | - | (168) | - | (81,036) | - | (81,204) |
| Own shares sold (net of purchases) (Note 13) | - | - | - | - | - | (162) | (162) |
| Depreciation on revalued asset | - | - | (73) | - | 73 | - | - |
| Realised loss and other reclassification to retained earnings | - | - | 10,784 | - | (10,784) | - | - |
| Loss on sale of own shares (Note 13) | - | - | - | - | (49) | - | (49) |
| At 31 March 2026 (unaudited) | 164,706 | 345,882 | 10,004 | 14 | 32,161 | (443) | 552,324 |

Condensed consolidated interim statement of cash flows

For the three-month period ended 31 March 2026

| | Notes | Three-month period ended
31 March | |
| --- | --- | --- | --- |
| | | 2026
USD'000
(unaudited) | 2025
USD'000
(unaudited) |
| Operating activities | | | |
| Loss before tax for the period | | (78,080) | (154,392) |
| Adjustments for: | | | |
| Depreciation on property and equipment | 5 | 13,542 | 7,960 |
| Amortisation on intangible assets | | - | 114 |
| Depreciation on right-of-use asset | | - | 57 |
| Share of results from associates | 6 | 4,999 | 2,199 |
| Loss on digital assets – inventory | 8 | 27,398 | 142,403 |
| Realised (gain) /loss on sale of digital assets – inventory | 8 | (1,639) | 328 |
| Loss on revaluation of digital assets – intangibles | 8 | 16,834 | - |
| Unrealised loss on investments at FVTPL | 7 | 555 | - |
| Inventory written off | 25 | - | 29 |
| Asset written off | 25 | 4,995 | 24 |
| Impairment of assets | 25 | 12,305 | - |
| Employees’ end of service benefits provision | 15 | 84 | 142 |
| Reversal for expected credit losses | 25 | - | (826) |
| Finance costs | 27 | 316 | 472 |
| Finance income | | - | (58) |
| | | 1,309 | (1,548) |
| Changes in working capital: | | | |
| Inventories | | 2 | (29,195) |
| Trade receivables | | 3,951 | 7,680 |
| Advances, deposits and other receivables | | 1,841 | 22,999 |
| Due from related parties | | (111) | (57) |
| Digital assets | | 9,721 | 11,308 |
| Trade payables | | (1,432) | 434 |
| Other liabilities | | (3,970) | (4,056) |
| | | 11,311 | 7,565 |
| Employees’ end of service benefits paid | 15 | (18) | (409) |
| Finance income received | | - | 58 |
| Net cash generated from operating activities | | 11,293 | 7,214 |
| Investing activities | | | |
| Purchase of property and equipment | 5 | (2,754) | (4,856) |
| Investment in FVTPL | | (75) | - |
| Investment in an associate | 6 | (2,702) | (1,950) |
| Net cash flows used in investing activities | | (5,531) | (6,806) |

Condensed consolidated interim statement of cash flows (continued)

For the three-month period ended 31 March 2026

| | Notes | Three-month period ended
31 March | |
| --- | --- | --- | --- |
| | | 2026
USD'000
(unaudited) | 2025
USD'000
(unaudited) |
| Financing activities | | | |
| Repayment of interest-bearing loans | 16 | (59) | (45) |
| Finance cost paid | | (316) | (466) |
| Advances and net sales of own shares | | (211) | 112 |
| Repayment of shareholders’ loan | 14 | - | (4,000) |
| Net cash flows used in financing activities | | (586) | (4,399) |
| Net increase / (decrease) in cash and cash equivalents | | 5,176 | (3,991) |
| Net foreign exchange difference | | (15) | (2) |
| Cash and cash equivalents at 1 January | | 5,404 | 20,310 |
| Cash and cash equivalents at 31 March | 12 | 10,565 | 16,317 |

Significant non-cash transactions

Waiver of shareholders’ loan	13	-	15,318
Repayment of interest-bearing loans in the form of digital assets	16	(27,224)	(10,494)
Proceeds from interest-bearing loans in the form of digital assets	16	40,812	23,114

The cash and cash equivalents stated above do not include liquid digital assets valued at USD 72,078 thousand, as detailed in Note 8 and Note 12. Since the Group actively uses these assets in its daily operations, they are considered as an integral part of the active treasury and are treated as equivalent to cash by the Group.

Notes to the condensed consolidated interim financial statements

For the three-month period ended 31 March 2026

1 Corporate information

Phoenix Group PLC (the “Company”) was incorporated on 2 August 2022, as a Private Company Limited by Shares in Abu Dhabi Global Market – Abu Dhabi, United Arab Emirates. The Company’s ordinary shares were listed on the Abu Dhabi Stock Exchange (ADX) on 5 December 2023. The registered address of the Company is 3412 ResCo-work10, 34 Floor, Al Maqam Tower, Regus ADGM Square, Al Maryah Island, Abu Dhabi, United Arab Emirates. The principal place of business of the Group is Office 2901, Boulevard Plaza T2, Burj Khalifa, Dubai, United Arab Emirates.

The Group is a technology conglomerate bringing cutting-edge blockchain solutions to an expansive market. The Group offers a comprehensive range of services, from high-performance computing machines trading and data centre hosting. The Group develops, operates, and manages highly specialised data centres, hosting high-performance computing power for digital asset across the UAE, Oman, US, Ethiopia and Canada. Additionally, the Group also hosts, operates and maintains equipment within its existing data centres and enables investment opportunities within cloud mining.

The Group is the distributor of industry-leading equipment manufacturer MicroBT and prominent distributor of Digital wallet Ledgers and CoolWallets, across the Middle East. The Group has four business verticals including trading, hosting, mining and investments.

These condensed consolidated interim financial statements include the financial performance and position of the Company, its subsidiaries (collectively referred to as the “Group”) and the Group’s interest in its equity-accounted investees.

2 Summary of material accounting policies

The principal accounting policies applied by the Group in the preparation of these condensed consolidated interim financial statements are consistent with those applied by the Group in the annual consolidated financial statement for the year ended 31 December 2025, except for the changes in accounting policies explained in Note 2.2.

2.1 Basis of preparation

Statement of compliance

These condensed consolidated interim financial statements for the three-month period ended 31 March 2026 have been prepared in accordance with IAS 34 Interim Financial Reporting as issued by the International Accounting Standards Board (IASB).

These condensed consolidated interim financial statements should be read in conjunction with the Group’s last annual consolidated financial statements as at and for the year ended 31 December 2025 (‘last annual financial statements’). These do not include all of the information required for a complete set of financial statements prepared in accordance with Accounting Standards. However, selected explanatory notes are included to explain event and transactions that are significant to an understanding of the changes in the Group’s financial position and performance since the last annual consolidated financial statements. In addition, results for the three-month period ended 31 March 2026 are not necessarily indicative of the results that may be expected for the financial year ending 31 December 2026.

Basis of measurement

These condensed consolidated interim financial statements have been prepared on the historical cost basis, except for digital assets, investments measured at fair value through profit or loss and building, which are measured at revaluation model. Historical cost is generally based on the fair value of the consideration given in exchange for assets.

Going concern assessment

The condensed consolidated interim financial statements of the Group have been prepared on a going concern basis, as management is confident in the Group’s ability to continue its business activities and settle its financial obligations as and when they fall due. In assessing the appropriateness of the going concern basis of accounting, management has prepared cash flow forecasts for the next 12 months from the reporting date. The cash flow forecasts include certain key assumptions regarding the estimated cash inflows from realisation on sale of digital assets as disclosed in note 8, these digital assets are subject to market volatility of crypto industry.

Notes to the condensed consolidated interim financial statements (continued)

For the three-month period ended 31 March 2026

2 Summary of material accounting policies (continued)

2.1 Basis of preparation (continued)

Going concern assessment (continued)

The Group's management remains confident in its ability to navigate the volatility associated with digital assets and has demonstrated effective liquidity management through the utilisation of these assets for daily operational expenses. This proactive approach highlights management's commitment to maintaining the Group's financial stability and ensuring the continuity of operations.

Sensitivity analysis performed by management, including a stress test of digital assets prices, indicates that the prices need to reduce significantly below the prices at the date of approval of these consolidated financial statements before a going concern event occurs. Further management's analysis indicates that a reasonably possible adverse movement in digital asset prices would not result in a liquidity shortfall over the forecast period, as mitigating actions, including adjustments to the timing of asset realisation and discretionary expenditure, remain available. Accordingly, management concluded that preparation of these consolidated financial statements on the basis of going concern is appropriate.

2.2 Changes in accounting policies and disclosures

(a) New and amended standards adopted by the Group

The Group applied for the first-time certain standards and amendments, which are effective for annual periods beginning on or after 1 January 2026. The Group has not early adopted any other standard, interpretation or amendment that has been issued but is not yet effective:

• Classification and Measurement of Financial Instruments (Amendments to IFRS 9 and IFRS 7)
• Contracts Referencing Nature-dependent Electricity (Amendments to IFRS 9 and IFRS 7)

These standards and amendments had no significant impact on the condensed consolidated interim financial statements of the Group.

(b) Standards issued but not yet effective

The new and amended standards and interpretations that are issued, but not yet effective, up to the date of issuance of the Group's condensed consolidated interim financial statements are disclosed below. The Group intends to adopt these new and amended standards and interpretations, if applicable, when they become effective.

• Presentation and Disclosure in Financial Statements (IFRS 18)
• Subsidiaries without Public Accountability: Disclosures and amendment (IFRS 19)
• Annual improvements to IFRS Accounting Standards (Volume 11)
• Translation to a Hyperinflationary presentation currency (Amendments to IFRS 21)

The Group is in the process of assessing the impact of the above standards and amendments on the condensed consolidated interim financial statements.

3 Significant accounting judgements, estimates and assumptions

In preparing these condensed consolidated interim financial statements, management has made judgements and estimates that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual results may differ from these estimates.

The significant judgements made by the management in applying the Group's accounting policies and the key sources of estimation uncertainty were the same as those described in the last annual consolidated financial statements for the year ended 31 December 2025, except as disclosed below.

Notes to the condensed consolidated interim financial statements (continued)

For the three-month period ended 31 March 2026

3 Significant accounting judgements, estimates and assumptions (continued)

i) Impairment of property and equipment

Management has applied judgement in assessing impairment of property and equipment where operational capacity has reduced due to external factors. Based on this, impairment is recognised on a proportionate basis to reflect the reduction in available capacity, even where assets remain operational and are expected to generate future economic benefits, including through potential redeployment. The assessment involves estimation uncertainty, particularly in relation to future utilisation levels, alternative use of assets and expected economic benefits.

ii) Taxation

The Group has exercised significant judgement in assessing the recoverability of deferred tax assets. Based on management’s current forecasts and expectations, the Group does not anticipate generating sufficient taxable profits in the foreseeable future against which the deferred tax assets can be utilised. Accordingly, no deferred tax asset has been recognised in these condensed consolidated interim financial statements. As a result of this assessment, any deferred tax asset previously recognised has been reversed during the current period.

4 Fair value estimation

The fair value is the amount for which an asset could be exchanged, or a liability settled, between knowledgeable, willing parties in an arm’s length transaction. Consequently, differences can arise between carrying values and the fair value estimates.

While the Group prepares its condensed consolidated interim financial statements under the historical cost convention except for measurement at fair value of derivatives, in the opinion of management, the carrying values and fair values of those financial assets and liabilities that are not carried at fair value in the condensed consolidated interim financial statements are not materially different, since assets and liabilities are either short term in nature or frequently repriced.

The Group uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuation technique:

Level 1: quoted (unadjusted) prices in active markets for identical assets or liabilities.

Level 2: other techniques for which all inputs which have a significant effect on the recorded fair value are observable, either directly or indirectly; and

Level 3: techniques which use inputs which have a significant effect on the recorded fair value that are not based on observable market data.

The below table shows the hierarchy used by the Group for the assets and liabilities that are measured at fair value or for which fair value information is disclosed as at 31 March 2026 and 31 December 2025:

| | Level 1
USD’000 | Level 2
USD’000 | Level 3
USD’000 | Total
USD’000 |
| --- | --- | --- | --- | --- |
| 31 March 2026 (unaudited) | | | | |
| Assets which are at fair value | | | | |
| Building (Note 5) | - | 21,704 | - | 21,704 |
| Investments at FVTPL (Note 7) | 11,329 | 4,828 | 310 | 16,467 |
| Digital assets (Note 8) | 228,127 | - | - | 228,127 |
| | 239,456 | 26,532 | 310 | 266,298 |
| 31 December 2025 (audited) | | | | |
| Assets which are at fair value | | | | |
| Building (Note 5) | - | 21,704 | - | 21,704 |
| Investment at FVTPL (Note 7) | 11,575 | 5,068 | 304 | 16,947 |
| Digital assets (Note 8) | 266,854 | - | - | 266,854 |
| | 278,429 | 26,772 | 304 | 305,505 |

On a recurring basis, the Group 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. During the period between 31 March 2026 and 31 December 2025, there are no transfers within the levels of fair value measurements.

Notes to the condensed consolidated interim financial statements (continued)

For the three-month period ended 31 March 2026

5 Property and equipment

	Building USD'000	Mining equipment USD'000	Data centres USD'000	Machinery USD'000	Furniture and fixtures USD'000	Office equipment USD'000	Motor vehicle USD'000	Capital work-in-progress USD'000	Total USD'000
Cost:
At 1 January 2025	21,704	67,945	45,985	50,819	2,783	270	51	75,783	265,340
Additions	-	127	-	5,999	3	21	168	15,171	21,489
Transfer from inventories (Note 5.4 and 5.5)	-	28,606	-	197	-	-	-	121,723	150,526
Transfers from CWIP	-	110,688	17,149	25,831	17	-	-	(153,685)	-
Transfer to inventories (Notes 5.3)	-	(14,658)	-	(185)	-	-	-	(4,644)	(19,487)
Impairment of assets (Notes 5.6)	-	-	(29,355)	(21,904)	-	-	-	-	(51,259)
Write-off (Note 22)	-	(24)	-	-	(663)	-	-	(279)	(966)
At 31 December 2025 (audited)	21,704	192,684	33,779	60,757	2,140	291	219	54,069	365,643
Additions	-	-	150	155	-	9	-	2,440	2,754
Transfers from CWIP	-	3,493	-	-	-	-	-	(3,493)	-
Reclassification	-	-	92	(92)	-	-	-	-	-
Reversals (Note 5.6)	-	-	-	(2,376)	-	-	-	-	(2,376)
Write-off / Impairment (Note 25)	-	(8,817)	(2,867)	(11,051)	-	-	-	-	(22,735)
At 31 March 2026 (unaudited)	21,704	187,360	31,154	47,393	2,140	300	219	53,016	343,286
Accumulated depreciation:
At 1 January 2025	1,358	7,748	816	1,904	1,185	136	3	-	13,150
Charge for the year	550	31,974	1,618	4,274	517	62	34	-	39,029
Transfer to inventories (Notes 5.3)	-	(1,140)	-	(6)	-	-	-	-	(1,146)
Impairment of assets (Notes 5.6)	-	-	(1,255)	(1,869)	-	-	-	-	(3,124)
Write-off (Note 25)	-	-	-	-	(202)	-	-	-	(202)
At 31 December 2025 (audited)	1,908	38,582	1,179	4,303	1,500	198	37	-	47,707
Charge for the period	137	12,053	328	1,005	106	15	12	-	13,656
Reclassification	-	-	11	(11)	-	-	-	-	-
Reversals (Note 5.6)	-	-	-	(114)	-	-	-	-	(114)
Write-off / Impairment (Note 25)	-	(3,856)	(225)	(1,354)	-	-	-	-	(5,435)
At 31 March 2026 (unaudited)	2,045	46,779	1,293	3,829	1,606	213	49	-	55,814
Net carrying amount:
At 31 March 2026 (unaudited)	19,659	140,581	29,861	43,564	534	87	170	53,016	287,472
At 31 December 2025 (audited)	19,796	154,102	32,600	56,454	640	93	182	54,069	317,936

5 Property and equipment (continued)

5.1 The fair value of the building was determined with reference to market-based evidence, based on active market prices and relevant enquiries and information as considered necessary, and adjusted for any difference in nature, location or condition of the specific properties. The fair value of the building falls under level 2 of fair value hierarchy (i.e. significant observable inputs). The last valuation was done through an independent valuer in 2025.

5.2 Capital work-in-progress (CWIP) pertains to data centers which are under construction in Texas, USA. The management of the Group expects the projects relating to capital work-in-progress to be completed by end of June 2026.

5.3 During the period ended 31 March 2026 mining equipment costing USD Nil (31 December 2025: USD 14,658 thousand) and accumulated depreciation of USD Nil (31 December 2025: USD 1,140 thousand) were transferred to inventories.

5.4 During the period ending 31 March 2026, mining equipment has been transferred from inventories to property and equipment, as a result, an amount of USD Nil (31 December 2025: USD 28,606 thousand) has been reclassified from inventories to property and equipment, at the carrying value.

5.5 The balance of capital work-in-progress includes USD 450 thousand, out of the total USD 53,016 thousand, representing assets in-transit. These assets are expected to arrive during the second quarter of 2026 and will be capitalised upon installation of the miners at the respective sites.

5.6 Management assessed indicators of impairment for the Group’s property and equipment as at the reporting date in accordance with IAS 36. This assessment considered both internal and external factors, including operational performance of mining sites, utilisation of assets, forecast cash flows, and prevailing market conditions, including movements in digital asset prices. Except as disclosed below, the assets continue to operate in the normal course of business and remain capable of generating positive economic benefits. While Bitcoin prices experienced volatility during the period, management determined that this did not constitute an impairment trigger, as the Group’s operations remain cash-generative based on current hash rates, power tariffs, and projected mining economics. Accordingly, no impairment indicators were identified in respect of property and equipment, and no impairment charge has been recognised for the period, except where specifically disclosed.

i) Oman Site operations

During the period ended 31 March 2026, the electricity vendor at the Oman site experienced a reduction in its allocated supply from the primary provider, resulting in a downward revision of the Group’s capacity from 45 MW to 27 MW. In light of this reduction of supply, the Group has recognised an impairment charge of USD 12,305 thousand in respect of the site, including USD 4,961 thousand relating to mining equipment, USD 2,637 related to data centres and remaining relates to machinery. The impairment has been determined on a proportionate basis, reflecting the reduction in the site’s operational capacity. While the affected miners remain operational and are expected to be redeployed to alternative locations, the impairment has been recognised on a prudent basis to reflect the reduced capacity and current utilisation levels at the site. During the prior year ended 31 December 2025, the Group had committed to pay USD 5,940 thousand towards the development of new substations, which was capitalised during the previous year. Following the subsequent revision in the Group’s allocated capacity, the committed amount was re-negotiated, resulting in a reduction of USD 2,376 thousand.

ii) USA Site operations

During the year ended 31 December 2025, management identified indicators of impairment for the cash-generating unit (CGU) at the South Carolina site following a significant increase in electricity tariffs, which materially increased costs, led to projected losses, and rendered the site economically unviable. Management therefore decided to permanently cease mining operations. At that date, the site comprised of machinery and data centers with carrying amounts of USD 29,988 thousand and USD 30,997 thousand respectively. Out of these carrying amounts, machinery of USD 20,035 thousand and data center of USD 28,100 thousand were impaired, as the assets were not redeployable.

5 Property and equipment (continued)

ii) USA Site operations (continued)

During the period ended 31 March 2026, the Group completed the demolition of the South Carolina site. Data centre assets integrated with the building were demolished, resulting in an additional write-off of USD 4,995 thousand recognised in condensed consolidated interim statement of profit or loss. The mining equipment with a net book value of USD 19,419 thousand remains capitalised within property and equipment and continues to be depreciated. While not currently in use, these assets are intended for redeployment to other Group sites and, accordingly, have not been classified as held for sale or further impaired, as management expects future economic benefits from their redeployment.

6 Investment in associates

The balance of investment in associates in the condensed consolidated interim statement of financial position are as follows:

	As at 31 March 2026 USD'000 (unaudited)	As at 31 December 2025 USD'000 (audited)
Investment in Citadel Technologies Group LLC, (Citadel)	33,848	36,298
Investment in Lyvely FZE (Lyvely)*	-	-
Investment in M2 Holdings Limited, (M2)*	-	-
	33,848	36,298

*These investment in associates were fully impaired in prior years.

The Group’s interests in the associates are accounted for using the equity method in the condensed consolidated interim financial statements, and the movement is as follows:

	31 March 2026 USD'000 (unaudited)	31 December 2025 USD'000 (audited)
At 1 January	36,298	53,660
Additions – Citadel	2,702	13,485
Dividends received from Citadel	-	(19,730)
Share of results	(4,999)	(11,187)
Share of other comprehensive income	(153)	70
At 31 March / 31 December	33,848	36,298

7 Investments at fair value through profit or loss (FVTPL)

	As at 31 March 2026 USD'000 (unaudited)	As at 31 December 2025 USD'000 (audited)
Bitzero Holding Inc. (i)	15,849	16,194
Anagram Assets LP (ii)	618	753
	16,467	16,947

7 Investments at fair value through profit or loss (FVTPL) (continued)

i) In the prior year, the Group received shares in Bitzero Holdings Inc.

| | 31 March
2026
USD’000
(unaudited) | 31 December
2025
USD’000
(audited) |
| --- | --- | --- |
| At 1 January | 16,194 | - |
| Transfer from investment in associate and initial recognition at fair value | - | 27,564 |
| Fair value loss | (345) | (11,370) |
| At 31 March / 31 December | 15,849 | 16,194 |

ii) In the prior year, the Group made investments in Anagram Assets LP, the movement is as follows:

| | 31 March
2026
USD’000
(unaudited) | 31 December
2025
USD’000
(audited) |
| --- | --- | --- |
| At 1 January | 753 | - |
| Investment made during the period | 75 | 825 |
| Fair value loss | (210) | (72) |
| At 31 March / 31 December | 618 | 753 |

8 Digital assets

| | As at
31 March
2026
USD’000
(unaudited) | As at
31 December
2025
USD’000
(audited) |
| --- | --- | --- |
| Digital assets – inventories (a) | 156,050 | 174,003 |
| Digital assets – intangibles (b): | | |
| - BTC (b(i)) | 44,916 | 56,869 |
| - USDT & USDC (b(ii)) | 27,162 | 35,982 |
| | 228,128 | 266,854 |

(a) Accounted under inventory methodology

The Group has determined that its holding of certain digital asset should be accounted for under IAS 2 Inventories, as it meets the definition of a commodity broker-trader. Under IAS 2, digital assets are measured at fair value less cost to sell, with changes in fair value recognised in condensed consolidated interim statement of profit or loss. In accordance with IAS 2, commodity broker-traders are those who buy or sell commodities for others or on their own account. The inventories held by commodity broker-traders are principally acquired for the purpose of selling in the future and generating a profit from fluctuations in price or broker-traders’ margin. As these inventories are measured at fair value less costs to sell, they are excluded from only the measurement requirements of IAS 2.

By applying the principles of IAS 2, the Group treats its digital assets as inventory, measured at fair value less cost to sell. Consequently, any changes in fair value are recognised in the condensed consolidated interim statement of profit or loss. Management believes that recognising digital assets at fair value through the profit and loss accurately reflects the economic substance of their trading activities and is in line with the Group's overall strategic vision for holding these assets.

8 Digital assets (continued)

(a) Accounted under inventory methodology

	31 March 2026 USD'000 (unaudited)	31 December 2025 USD'000 (audited)
At 1 January	174,003	410,640
Additions	11,428	16,037
Disposals	(3,622)	(65,452)
Impairment	-	(1,269)
Realise gain	1,639	37,307
Change in fair value - unrealised	(27,398)	(223,260)
At 31 March / 31 December	156,050	174,003

During the period ended 31 March 2026, the Group acquired 79,208 Solana (SOL) tokens through recognised digital asset exchanges for a total consideration of USD 8,000 thousand. In addition, the Group acquired 1,843,318 SUI tokens through recognised digital asset exchanges for a consideration of USD 2,000 thousand. The new SOL and SUI tokens were purchased by liquidating the USDC. The Group also recognised digital assets received in prior periods, including 26,009 TON tokens received under a contractual arrangement with Telegram Inc., with an aggregate value of USD 83 thousand, and 15,601 Solana (SOL) tokens received under a contractual arrangement with Galaxy Digital, valued at USD 1,005 thousand. Further, during the current period, the Group earned staking income of 2,703 Solana (SOL) tokens, with a fair value of USD 340 thousand at the time of recognition. During the period, the Group exchanged 400,000 Solana (SOL) tokens for 363,575 Binance Staked SOL (BNSOL) tokens as part of its digital asset management activities.

These tokens are classified as inventory under the principle of broker-trader exception with the purpose of selling the tokens and making profits on buying and selling of such tokens. This is in line with Group's broader policy around holding of digital assets under this category.

The Group has pledged 175,083 SOL and 363,575 BNSOL as collateral with Binance Exchange in connection with a loan facility (Note 16).

(a) Accounted under intangible asset methodology

The Group carries out mining of digital assets and recognises revenue in relation to assets through mining activity with corresponding recognition of intangible assets under IAS 38, Intangible Assets. Such intangible assets have an indefinite useful life, initially measured at cost, deemed to be the fair value upon receipt, and subsequently measured under the revaluation model. Under the revaluation model, increases or decreases in the digital asset's carrying amount is recognised in condensed consolidated interim statement of comprehensive income and the revaluation reserve in equity, unless it reverses valuation deficit of the same asset previously recognised in consolidated statement of profit or loss. A revaluation deficit is recognised in condensed consolidated interim statement of profit or loss, except to the extent that it offsets an existing surplus on the same asset recognised in the revaluation reserve.

i) Bitcoin (BTC)

	As at 31 March 2026 (unaudited)		As at 31 December 2025 (audited)
	Number of BTCs	USD'000	Number of BTCs	USD'000
At 1 January	641	56,869	131	12,339
Additions on self-mined token (Note 19)	248	19,008	836	84,037
Dividend from citadel (Note 6)	-	-	194	19,730
Acquired during the period / year	35	2,654	119	10,614
Disposals	(246)	(16,781)	(639)	(68,454)
Realised (loss) / gain	-	(7,803)	-	9,387
Change in fair value	-	(9,031)	-	(10,784)
At 31 March / 31 December	678	44,916	641	56,869

8 Digital assets (continued)

(b) Accounted under intangible asset methodology (continued)

Out of the total 678 BTC, 619 BTC (31 December 2025: 505 BTC) have been pledged as collateral with Binance Exchange against a loan facility (Note 16).

During the period, a realised loss and changes in fair value on BTC amounting to USD 16,834 thousand were recognised in the condensed consolidated interim statement of profit and loss, as no surplus was available in the revaluation reserve in respect of such assets. As at 31 March 2026, the cumulative fair value losses recognised in the retained earnings amount to USD 24,940 thousand.

ii) USDC and USDT

| | As at 31 March 2026
USD’000
(unaudited) | As at 31 December 2025
USD’000
(audited) |
| --- | --- | --- |
| USD coin | 25,655 | 35,555 |
| USD tether | 1,507 | 427 |
| At 31 March / 31 December | 27,162 | 35,982 |

(c) Unrealised loss on digital assets

	Three-month period ended 31 March
	2026
USD’000
(unaudited)	2025
USD’000
(unaudited)
Loss on digital assets – inventories	(27,398)	(142,403)
Loss on digital assets – intangibles	(9,031)	(1,806)
	(36,429)	(144,209)

The breakdown of unrealised (loss)/gain on digital assets is as follows:

	Three-month period ended 31 March
	2026
USD’000
(unaudited)	2025
USD’000
(unaudited)
Solana (SOL)	(22,751)	(32,542)
Bitcoin (BTC)	(9,031)	(1,806)
Unseen (UNCN)	(2,113)	(12,038)
Lyvely (LVLY)	(1,556)	(5,375)
Falcon (FAH)	(495)	260
Sui (SUI)	(381)	-
Toncoin (TON)	(89)	-
MMX (MMX)	-	(90,726)
Ethereum (ETH)	-	(2,029)
Others	(13)	47
	(36,429)	(144,209)

As at 31 March 2026, the Group’s total digital-assets portfolio amounted to USD 228,128 thousand (31 December 2025: USD 266,854 thousand). This includes liquid digital assets with a carrying value of USD 72,078 thousand (31 December 2025: USD 92,851 thousand). Of the liquid digital assets, an amount of USD 41,004 thousand (31 December 2025: USD 44,887) has been pledged as collateral with Binance Exchange in connection with digital-asset-backed borrowings. These are classified as intangible assets to comply with the Group’s accounting policy for digital assets.

(c) Unrealised loss on digital assets (continued)

The Group actively utilises USDT in its daily operations, allowing for efficient management of its financial resources. Given the high liquidity of USDT (Tether), USDC (Coin) and BTC (Bitcoin) these are regarded as highly liquid digital assets that can be quickly converted into fiat currency with minimal transaction costs. USDT and USDC is specifically designed to maintain a 1:1 peg with the US dollar, offering price stability. The Group has the flexibility to convert BTC into USDT, and subsequently USDT into USD, as needed to support its liquidity requirements. This is part of Group's active treasury management.

9 Inventories

Inventories are measured at the lower of cost and net realisable value.

Cost includes expenditure incurred in acquiring the inventories and other costs incurred in bringing them to their existing location and condition. The cost of inventories is based on the weighted average cost method.

Net realisable value represents the estimated selling price for inventories less all estimated costs of completion and costs necessary to make the sale.

Movement of inventories is as follows:

| | 31 March
2026
USD'000
(unaudited) | 31 December
2025
USD'000
(audited) |
| --- | --- | --- |
| At 1 January | 136 | 2,724 |
| Net purchases | - | 145,706 |
| Inventory consumed | (2) | (13,631) |
| Transferred from property and equipment (Note 5) | - | 13,697 |
| Transferred from CWIP (Note 5) | - | 4,644 |
| Transferred to CWIP (Note 5) | - | (121,723) |
| Transferred to property and equipment (Note 5) | - | (28,803) |
| Inventory written off | - | (2,478) |
| At 31 March / 31 December | 134 | 136 |

10 Trade receivables

| | As at
31 March
2026
USD'000
(unaudited) | As at
31 December
2025
USD'000
(audited) |
| --- | --- | --- |
| Gross - trade receivables | 5,189 | 9,140 |
| Provision for expected credit losses | (113) | (113) |
| Net trade receivables | 5,076 | 9,027 |

Out of the above balance of trade receivables, USD 296 thousand (31 December 2025 (audited): USD 350 thousand) relates to a related party (note 14(i)).

Management has performed the expected credit loss assessment and recorded an expected credit loss of USD Nil thousand (31 December 2025 (audited): reversal of loss allowance amounting to USD 1,512 thousand) in the condensed consolidated interim financial statements during the period ended 31 March 2026.

11 Advances, deposits and other receivables

	As at 31 March 2026 USD'000 (unaudited)	As at 31 December 2025 USD'000 (audited)
Advance to suppliers	12,222	14,659
Deposits	9,035	8,010
Prepaid expenses	3,145	3,574
VAT receivable, net	2,148	2,142
Other receivables	139	145
	26,689	28,530

Analysed as follows:

	As at 31 March 2026 (unaudited)	As at 31 December 2025 (audited)
	Advances USD'000	Advances USD'000
Non-current	12,805	14,647
Current	13,884	13,883
	26,689	28,530

Movement in advances and deposits is as follows:

	As at 31 March 2026 (unaudited)		As at 31 December 2025 (audited)
	Advances USD'000	Deposits USD'000	Advances USD'000	Deposits USD'000
At 1 January	14,659	8,010	143,418	15,190
Additions	4,925	1,042	54,629	2,079
Transferred from deposits to trade receivables	-	-	-	(5,982)
Transfers	-	-	3,000	(3,000)
Refunds received	-	(17)	(5,272)	(22)
Utilised	(7,362)	-	(181,116)	(255)
At 31 March / 31 December	12,222	9,035	14,659	8,010

12 Cash and bank balances

	As at 31 March 2026 USD'000 (unaudited)	As at 31 December 2025 USD'000 (audited)
Cash on hand	270	98
Cash at bank	10,295	5,306
	10,565	5,404

The expected credit loss on bank balances is estimated to be immaterial as the Group only deals with reputable banks with good ratings.

12 Cash and bank balances (continued)

As at 31 March 2026, the Group’s total digital-assets portfolio amounted to USD 228,128 thousand (31 December 2025: USD 266,854 thousand). This includes liquid digital assets with a carrying value of USD 72,078 thousand (31 December 2025: USD 92,851 thousand). Of the liquid digital assets, an amount of USD 41,004 thousand (31 December 2025: USD 44,887) has been pledged as collateral with Binance Exchange in connection with digital-asset-backed borrowings (refer Note 16). These are classified as intangible assets to comply with the Group’s accounting policy for digital assets.

The Group actively utilises USDT in its daily operations, allowing for efficient management of its financial resources. Given the high liquidity of USDT (Tether), USDC (Coin) and BTC (Bitcoin) these are regarded as highly liquid digital assets that can be quickly converted into fiat currency with minimal transaction costs. USDT and USDC is specifically designed to maintain a 1:1 peg with the US dollar, offering price stability. The Group has the flexibility to convert BTC into USDT, and subsequently USDT into USD, as needed to support its liquidity requirements. This is part of Group's active treasury management.

13 Share capital, share premium, other reserves and own shares

(i) Share capital and share premium

| | | As at 31 March 2026
USD’000 (unaudited) | As at 31 December 2025
USD’000 (audited) |
| --- | --- | --- | --- |
| Authorised issued and fully paid: | | | |
| 6,048,823,529 shares of USD 0.027 each (31 December 2025 (audited): | | | |
| 6,048,823,529 shares of USD 0.027 each) | | 164,706 | 164,706 |
| Share premium | | 345,882 | 345,882 |
| | | 510,588 | 510,588 |

(ii) Other reserves

| | Revaluation reserve (Note a)
USD’000 | Foreign currency translation reserve (Note b)
USD’000 | Fair value through other comprehensive income (Note c)
USD’000 | Total
USD’000 |
| --- | --- | --- | --- | --- |
| At 1 January 2025 | 10,796 | (159) | 7,887 | 18,524 |
| Movement for the period | (291) | (254) | (1,327) | (1,872) |
| Realised gain transferred to retained earnings | - | - | (17,191) | (17,191) |
| At 31 December 2025 (audited) | 10,505 | (413) | (10,631) | (539) |
| Movement for the period | (73) | (15) | 10,631 | 10,543 |
| At 31 March 2026 (unaudited) | 10,432 | (428) | - | 10,004 |

(a) Revaluation reserve

This reserve relates to the revaluation gain recognised on the fair valuation of building. Any incremental depreciation charge on the revalued amount compared to the cost is charged to the condensed consolidated interim statement of profit or loss and a corresponding reclassification adjustment is made from revaluation reserve to retained earnings.

(b) Foreign currency translation reserve

This reserve relates to the translation of foreign operations of the Group.

(c) Fair value through other comprehensive income reserve

This reserve relates to the Group’s share of other comprehensive income from associate and revaluation surplus on the digital assets held as intangible assets.

13 Share capital, share premium, other reserves and own shares

(iii) Own shares

During the prior year ended 31 December 2025, the contract with the Market Maker was concluded, all outstanding shares were sold, and the pending advance balance was fully settled within the same period. Accordingly, during the same year, the Company engaged another third-party licensed Market Maker on the Abu Dhabi Securities Exchange.

The Market Maker trades and operates within the predetermined parameters approved by the Group. The Group monitors the transactions undertaken by the Market Maker on a daily basis. The Group has provided the funding to the Market Maker to trade the Company’s shares and it carries all risks and rewards associated with the arrangement. Given the nature and substance of the arrangement, the shares have been classified as “Own Shares” in equity.

During the prior year ended 31 December 2025, the Group paid USD 1,361 thousand to the market maker to fund the purchase of the Company’s own shares under the market-making arrangement. As at 31 March 2026, the market maker held 1,828,531 of the Company’s shares on behalf of the Group. The realised loss on shares sold during the period amounted to USD 49 thousand (31 December 2025: USD 87 thousand) and has been recognised directly in retained earnings.

14 Related party transactions and balances

The Group, in the ordinary course of business, enters into transactions, at agreed terms and conditions, with other business enterprises or individuals that fall within the definition of related party contained in IAS 24 Related Party. Related parties represent the major shareholders, directors and key management personnel of the Group and entities controlled, jointly controlled or significantly influences by such parties. Pricing policies and terms of their transactions are approved by the Group’s management and the board of directors.

i) Related party balances

Balances with related parties included in the condensed consolidated interim statement of financial position are as follows:

	Relationship	As at 31 March 2026 USD’000 (unaudited)	As at 31 December 2025 USD’000 (audited)
Trade receivables
M2 Capital Limited	Affiliate of an associate	296	350
Due from a related party
Phoenix Technology Solutions B.V.	Common directorship	273	162
Advance from a related party
M2 Capital Limited	Affiliate of an associate	344	344
Due to a related party
Phoenix Pyramids Re Holding Limited	Common directorship	3	3

ii) Related party transactions

Transactions included in the condensed consolidated financial statements with its related parties are as follows:

	Relationship	Three-month period ended 31 March (unaudited)
		2026 USD’000	2025 USD’000
Revenue
M2 Capital Limited	Affiliate of an associate	961	864
Finance cost
M2 Capital Limited	Affiliate of an associate	-	355

14 Related party transactions and balances (continued)

ii) Related party transactions (continued)

| Other transactions | Three-month period ended
31 March (unaudited) | |
| --- | --- | --- |
| | 2026
USD’000 | 2025
USD’000 |
| Investment in Citadel Technologies Group LLC | 2,702 | 1,951 |
| Repayment of loan to M2 | - | 10,000 |
| Repayment of loan from shareholder | - | 4,000 |
| Waiver of loan from shareholders | - | 15,318 |
| Payment of end of service benefits to key management personnel | - | 393 |
| Board members’ fee | 65 | 171 |

iii) Compensation of key management personnel

The remuneration of key management personnel are as follows:

| | Three-month period ended
31 March (unaudited) | |
| --- | --- | --- |
| | 2026
USD’000 | 2025
USD’000 |
| Salaries and other benefits | 471 | 722 |
| End of service benefits | 16 | 29 |
| | 487 | 751 |
| Number of key management personnel | 1 | 2 |

15 Employees’ end of service benefits

The movement in the employee’s end of service benefits is as follows:

| | 31 March
2026
USD’000
(unaudited) | 31 December
2025
USD’000
(audited) |
| --- | --- | --- |
| At 1 January | 1,218 | 1,312 |
| Charge for the period / year | 84 | 465 |
| Paid during the period / year | (18) | (559) |
| At 31 March / 31 December | 1,284 | 1,218 |

16 Interest-bearing loans

The amounts recognised in the condensed consolidated interim statement of financial position is as follows:

| | As at
31 March
2026
USD’000
(unaudited) | As at
31 December
2025
USD’000
(audited) |
| --- | --- | --- |
| Non-current | 3,031 | 3,095 |
| Current | 36,189 | 22,596 |
| | 39,220 | 25,691 |

16 Interest-bearing loans (continued)

The movement in interest-bearing loans is as follows:

| | | 31 March 2026
USD’000
(unaudited) | 31 December 2025
USD’000
(audited) |
| --- | --- | --- | --- |
| At 1 January | | 25,691 | 18,556 |
| Proceeds | | 40,812 | 93,244 |
| Repayments | | (27,283) | (86,109) |
| At 31 March / 31 December | | 39,220 | 25,691 |
| | Interest rate | Maturity | As at 31 March 2026
USD’000
(unaudited) |
| Margin loans from cryptocurrency exchanges (refer Note 16.1): | | | |
| Bybit exchange | Variable 3% to 12.5% | Note 16.1 | - |
| Binance exchange | Variable 3% to 12.5% | Note 16.1 | 35,943 |
| FAB loan | EIBOR + 3% | 06-Oct-2036 | 3,277 |
| | | | 39,220 |

16.1 Margin loans from cryptocurrency exchanges

During the period, the Group obtained margin loans from Binance exchange which has an outstanding balance of USD 35,943 thousand as at 31 March 2026. Margin loans obtained from Bybit in prior year were repaid during the period. Such margin loans are originally received in the form of digital assets and are converted to USD.

Under the terms of the margin loan agreements, the Group maintains the flexibility to fully repay the outstanding loan balances at any time in order to reclaim the pledged digital assets. The Group management expects the settlement of the margin loans within twelve months of the reporting period hence these are classified as current.

The margin loans are collateralised by a pledge of 619 BTC (31 December 2025 (audited): 505 BTC), 175,083 SOL (31 December 2025 (audited): Nil) and 363,575 BNSOL (31 December 2025 (audited): Nil). The pledged digital assets remain the property of the Group, subject to the security interest held by the exchange until the loans are settled. The value of the pledged digital assets is subject to market volatility, which may impact the loan-to-collateral ratio and could result in margin calls, if necessary. The interest rate on these loans fluctuates based on the demand and supply dynamics of borrowing activity on the platform. The Group actively monitors the value of its collateral to ensure ongoing compliance with margin requirements and to manage its exposure to potential market fluctuations.

In the event that the loan-to-value ("LTV") ratio reaches 91%, the loan will automatically be liquidated through the sale of the pledged assets. Following the repayment of the outstanding balance, any remaining digital assets will be returned to the Group and transferred back to its designated wallet.

24

17 Other liabilities

| | As at
31 March
2026
USD’000
(unaudited) | As at
31 December
2025
USD’000
(audited) |
| --- | --- | --- |
| Accrued expenses | 3,991 | 3,940 |
| Advances received from customers (i) | 1,779 | 1,626 |
| Deposit received | 2,297 | 2,297 |
| Provision for leave salary | 683 | 728 |
| Other payables | 3,398 | 9,903 |
| | 12,148 | 18,494 |

(i) This includes amount of USD 344 thousand (31 December 2025 (audited): USD 344 thousand) which is from a related party (Note 14(i)).

18 Commitments

Commitments in respect of capital expenditure contracted but not incurred amounted to USD Nil (31 December 2025 (audited): USD 13,609 thousand).

19 Contingencies

The Group and its associates had no contingencies as at 31 March 2026 and 31 December 2025.

20 Revenue

(a) Type of revenue

| | Three-month period ended
31 March | |
| --- | --- | --- |
| | 2026
USD’000
(unaudited) | 2025
USD’000
(unaudited) |
| Revenue from contracts with customers: | | |
| Hosting revenue | 4,299 | 3,789 |
| Sales of ASICs, wallets, and equipment | 2 | 6,798 |
| | 4,301 | 10,587 |
| Revenue from other sources | | |
| Self – mining revenue | 19,008 | 20,673 |
| | 23,309 | 31,260 |

(b) Geographical markets

USA	11,358	21,653
Ethiopia	7,547	-
Oman	2,269	6,609
Canada	2,133	2,961
Within UAE	2	37
	23,309	31,260

(c) Timing of revenue recognition

At a point in time	2	6,798
Over the time	23,307	24,462
	23,309	31,260

21 Other income

| | Three-month period ended
31 March | |
| --- | --- | --- |
| | 2026
USD'000
(unaudited) | 2025
USD'000
(unaudited) |
| Staking income* | 340 | 648 |
| Miscellaneous income ** | 651 | 379 |
| | 991 | 1,027 |

*The SOL referenced in Note 8(ii)(a) are staked on the network, generating yield in the form of SOL credited to the wallet. These yields are valued consistently with the valuation method outlined in Note 8(ii)(a).
** This comprises various income streams, including reversals of previously recognised provisions, interest income earned on cryptocurrency holdings, and other ancillary items.

22 Cost of inventories consumed

| | Three-month period ended
31 March | |
| --- | --- | --- |
| | 2026
USD'000
(unaudited) | 2025
USD'000
(unaudited) |
| Opening inventory | 136 | 58,487 |
| Add: purchases and other direct costs | - | 35,549 |
| Add: transfer from property and equipment | - | 6,320 |
| Less: transfer to property and equipment | - | (61,611) |
| Less: inventory written off | - | (1,374) |
| Less: closing inventory | (134) | (31,017) |
| Cost of inventory consumed | 2 | 6,354 |

23 Staff costs

24 Other operating expenses

	Three-month period ended 31 March
	2026 USD'000 (unaudited)	2025 USD'000 (unaudited)
Site expenses	2,332	1,409
Legal and professional fees	702	1,050
Advertisements	186	584
Office and other expenses	306	382
Insurance	556	301
Penalties and compensation	59	162
Auditor’s remuneration	174	155
Travelling and entertainment	185	244
Short-term lease	273	201
Commission expenses	87	-
Bank charges	67	26
Utility and communication expenses	40	51
Warehouse expenses	30	14
Recruitment expenses	-	40
Repair and maintenance	4	15
Other expenses	2	43
	5,003	4,677

25 Impairments/ write-offs and (reversals)

	Three-month period ended 31 March
	2026 USD'000 (unaudited)	2025 USD'000 (unaudited)
Impairment of assets (Note 5.6(i))	12,305	-
Asset written off (Note 5.6(ii))	4,995	24
Inventory written off	-	29
Reversal of expected credit loss on trade receivables	-	(826)
	17,300	(773)

26 Loss per share

The basic and diluted loss per share is calculated by dividing the profit attributable to shareholders of the company by the weighted average number of shares in issue.

27 Finance costs

| | Three-month period ended
31 March | |
| --- | --- | --- |
| | 2026
USD’000
(unaudited) | 2025
USD’000
(unaudited) |
| Interest expense on related party loan* | - | 355 |
| Interest on interest-bearing loans | 316 | 111 |
| Interest on leases | - | 6 |
| | 316 | 472 |

*The interest expense includes amount of USD Nil (31 March 2025 (unaudited): USD 355 thousand) which is paid / accrued to related party (Note 14(ii)).

28 Segment reporting

All sales of the Group comprise of sale of crypto mining machines, host mining services and crypto mining.

Non-current assets of the Group by geography are as follows:

| Geography | As at
31 March
2026
USD’000
(unaudited) | As at
31 December
2025
USD’000
(audited) |
| --- | --- | --- |
| United States of America | 138,975 | 147,309 |
| Ethiopia | 83,679 | 88,454 |
| United Arab Emirates | 22,836 | 22,776 |
| Sultanate of Oman | 21,766 | 38,175 |
| Canada | 20,216 | 21,222 |
| | 287,472 | 317,936 |

Sales to two major customers of the Group are around 52.67% of the Group’s total sales during the three-month period ended 31 March 2026 (31 March 2025: 76.97%).

29 Income tax

The Group calculates the period income tax expense using the tax rate applicable to the expected total annual earnings. For the three-month period ended 31 March 2026, no income tax expense was recognised, as no current or deferred tax was recorded during the period.

Management has exercised significant judgement in assessing the recoverability of deferred tax assets. Based on current forecasts and expectations, the Group does not anticipate generating sufficient taxable profits in the foreseeable future against which such assets can be utilised. Accordingly, no deferred tax asset is recognised as at 31 March 2026, and the deferred tax balance recognised in the prior year ended 31 December 2025 was reversed during the current period.

| | Three-month period ended
31 March | |
| --- | --- | --- |
| | 2026
USD’000
(unaudited) | 2025
USD’000
(unaudited) |
| Deferred tax (reversal) / credit | (2,956) | 795 |
| | (2,956) | 795 |

29 Income tax (continued)

29.1 Reconciliation between tax expense and accounting profit

| | 2026
USD'000
(unaudited) | 2025
USD'000
(audited) |
| --- | --- | --- |
| Accounting loss before taxation | (78,080) | (274,230) |
| Prima facie tax expense at 9% | (7,027) | (24,681) |
| Add: unrecognised deferred tax on foreign entities tax losses | 2,291 | 504 |
| Add: unrecognised deferred tax on UAE entities tax losses | 1,024 | - |
| Less: effect of the 0% tax bracket (up to 375,000 AED) | 1,192 | 16,672 |
| Less: other comprehensive income | (1) | (148) |
| Add: non-deductible expenses | 467 | 1,239 |
| Add: shareholders loan waived off | - | 1,620 |
| Add: transfer pricing adjustment for tax purpose | - | 2,066 |
| Add: effect of the election for the realisation method | 2,054 | 1,108 |
| Add: deferred tax on the taxable loss of the period | - | 1,620 |
| Current income tax expense provision | - | - |

The major components of income tax expense for the period / year ended 31 March 2026 and 31 December 2025 are:

| | 2026
USD'000
(unaudited) | 2025
USD'000
(audited) |
| --- | --- | --- |
| Deferred tax credit: | | |
| Temporary differences due to tax losses and unrealised losses | 22,825 | 11,094 |
| Deferred tax credit at 9% | 2,054 | 998 |
| Taxable losses for the period / year | 1,025 | 1,620 |
| Deferred tax asset on prior period adjustment | - | (42) |
| Unrecognised deferred tax assets | (3,079) | - |
| Deferred tax on opening balance | 2,956 | 380 |
| Reversal of opening deferred tax assets | (2,956) | - |
| Deferred tax as at 31 March / 31 December | - | 2,956 |
| | Consolidated statement of financial position | | Condensed consolidated interim statement of profit or loss for the three-month period ended | |
| --- | --- | --- | --- | --- |
| | 2026 USD'000 (unaudited) | 2025 USD'000 (audited) | 31 March 2026 USD'000 (unaudited) | 31 March 2025 USD'000 (unaudited) |
| Deferred tax assets: | | | | |
| Losses available for offset against future taxable income | - | 2,956 | (2,956) | 795 |
| | - | 2,956 | (2,956) | 795 |

30 Reconciliation of assets and liabilities arising from financing activities

	Interest-bearing loans – due within one year USD’000	Interest-bearing loans – due after one year USD’000	Non-Interest-bearing loans – due after one year USD’000	Lease liabilities – due within one year USD’000	Lease liabilities – due after one year USD’000	Total USD’000
At 1 January 2025	15,180	3,376	19,318	390	-	38,264
Repayments	(45)	-	(4,000)	-	-	(4,045)
Non-cash movement	12,669	(49)	(15,318)¹	6	-	(2,692)
At 31 March 2025 (unaudited)	27,804	3,327	-	396	-	31,527
At 1 January 2026	22,596	3,095	-	-	-	25,691
Repayments	(59)	-	-	-	-	(59)
Non-cash movement	13,652	(64)	-	-	-	13,588
At 31 March 2026 (unaudited)	36,189	3,031	-	-	-	39,220

¹ This non-cash adjustment represents the adjustment made to the condensed consolidated interim statement of changes in equity upon waiver of outstanding shareholders’ loan.

31 Geopolitical developments in the region

On 28 February 2026, certain regional geopolitical developments arose within the broader Gulf region. Management continues to closely monitor the evolving situation in the UAE and the wider region and has performed an assessment of the potential implications on the Group’s operations, liquidity, financial position and cash flows. Based on the assessment performed to date, no material adverse impact has been identified on the Group’s operations, liquidity or financial position, and management has concluded that there is no material uncertainty that would cast significant doubt on the Group’s ability to continue as a going concern. This conclusion is supported by the Group’s diversified operational footprint across multiple geographies globally, which mitigates concentration risk and enhances operational resilience.

32 Events after the reporting date

Subsequent to the period ended 31 March 2026, the Group announced a strategic partnership with DC Max Group S.À R.L. to develop its first European AI data centre, comprising an 18 MW facility located in Dardilly, Lyon, France. The project represents the inaugural deployment under the Group’s European Data Centre Platform, a scalable infrastructure framework targeting the development of over 1 gigawatt of combined artificial intelligence (“AI”) and high-performance computing (“HPC”) data centre capacity across Europe and the GCC region.