Final Results

23 October 2026

Vaultz Capital plc

(“Vaultz Capital”, “Vaultz” or the “Company”)

Final Results

Vaultz Capital plc (AQSE: V3TC) is pleased to announce its audited Final Results for the year ended 30 April 2026.

CHAIRMAN STATEMENT

I am pleased to present the Annual Report and Financial Statements of Vaultz Capital plc for the year ended 30 April 2026. This year was one of ambitious strategic transformation, followed by honest reassessment and a clear repositioning that I believe provides the Company with a firm foundation as we evaluate potential RTO transactions to create value for shareholders.

In June 2025, shareholders approved the Bitcoin treasury and digital asset operating strategy and the Company moved swiftly to execute this. Between May and August 2025, the Company raised approximately £13.6 million across six tranches, transforming a position of negative equity of £326,000 as at 30 April 2025 into total equity of approximately £11.6 million at 31 October 2025. Proceeds were deployed to build a Bitcoin treasury of 135 BTC and to secure approximately 20 PH/s of hashrate capacity (~200 mining unit equivalents) under a fixed-term cloud mining arrangement. Enterprise-grade custodial arrangements were implemented through BitGo and Xapo Bank, in line with institutional best practice. The Company's shares were admitted to trading on the Frankfurt Stock Exchange and the OTCQB Venture Market to broaden the investor base.

For the year ended 30 April 2026, the Company recorded an operating loss of £6,062,372 (2025: £350,586). Administrative expenses were £2,012,559 through the year and these have been rationalised in recent months and so I expect that these will be significantly lower in the next reporting period. The carrying value of the Company's Bitcoin holdings as at 30 April 2026 was £7,583,996, reflecting 135.12 BTC at £56,125.60. Cash at year-end was £3,524 (2025: £27,000). The NAV per share was 3.38p as at 30 April 2026. No dividend is recommended (2025: nil).

The year saw a number of board and management changes as the Company positioned itself. The Board now consists of myself as Executive Chair, with Fungai Ndoro and Ian Burns as Non-executive Directors. We believe this team is dynamic and flexible enough to identify and process the kind of value accretive transaction that the Company is looking to complete. I thank all past directors and management who have contributed to the Company in the past year.

The Board adopted the Bitcoin treasury strategy at a time of strong institutional momentum. However, the Company's shares have traded at a persistent discount to NAV throughout the period. The Board has concluded that this reflects a structural challenge inherent to the model: shareholders seeking Bitcoin exposure can access it directly at lower cost, and the treasury strategy has not, of itself, been sufficient to close the gap between market capitalisation and underlying asset value. Market sentiment for this category of vehicle has also moderated. The Board has therefore resolved that continuing as a pure Bitcoin treasury company is not the best use of shareholders' capital.

In June 2026, the Company raised £1.0 million through a subscription by Regent Resources Capital Corporation (RRCC), settling trade creditors and providing working capital.

In July, the Company formally terminated its Bitcoin treasury policy following shareholder consent to do so, at a general meeting held on 21 July 2026. Withdrawing the Bitcoin treasury policy will enable the Directors to seek out, evaluate and pursue value accretive transactions across a broad range of sectors that, in their judgement, offer a more compelling opportunity to generate value for shareholders at any given time, rather than restricting the Company's activities to a single digital asset.

The Board is now evaluating a number of significant transactions in strategic minerals, AI and digital infrastructure.

After the year end, and following the withdrawal of the treasury policy, the Company made its first investment, subscribing £3.0 million for approximately 2.3% of the enlarged share capital of a newly incorporated software company which has developed a patented software layer that optimises how memory and compute resources are utilised. The investee has advised that its technology has been independently benchmarked and validated on third party infrastructure spanning consumer and frontier class systems. The investment was funded primarily through the sale of 47 Bitcoin

Outlook

We enter the new financial year with a meaningful asset base, a lean cost structure, and a clear strategic mandate. The Board is focused on identifying and executing a well-structured, value-accretive, significant, transaction that will close the gap between the Company's market capitalisation and its underlying NAV. I look forward to updating shareholders as our plans develop.

I would like to thank our shareholders, advisers and colleagues for their continued support.

Charlie Wood

Executive Chairman

22 October 2026

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the UK version of the Market Abuse Regulation (EU) No. 596/2014 which forms part of UK law by virtue of the European Union (Withdrawal) Act 2018. Upon the publication of this announcement, this inside information is now considered to be in the public domain.

Enquiries

Vaultz Capital plc www.vaultzcapital.co.uk Charlie Wood	info@vaultzcapital.co.uk
Cairn Financial Advisers LLP Corporate Adviser Liam Murray / Ludovico Lazzaretti / James Western	+44 (0)20 7213 0880
Global Investment Strategy UK Limited Broker Callum Hill	+44 (0)20 7048 9000
St Brides Partners Ltd Financial PR Isabel de Salis / Susie Geliher	vaultz@stbridespartners.co.uk

 

Forward-looking statements

This announcement contains forward-looking statements relating to the Company and the investee company. These statements reflect the Board's current expectations and are subject to risks and uncertainties that could cause actual results to differ materially. The performance figures referred to in this announcement are derived from benchmarking and testing conducted by third parties on specific hardware configurations and workloads and may not be representative of performance in other environments. Nothing in this announcement constitutes investment advice or a recommendation. Investment in early-stage technology companies carries a high degree of risk, including the risk of total loss of the amount invested.

STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 30 APRIL 2026

	Note	Year ended 30 April 2026	Year ended 30 April  2025
		£	£
Continuing operations
Administrative expenses	5	(2,012,559)	(182,876)
Fair value revaluations on cryptocurrencies	14	(4,012,955)	-
Fair value loss on financial assets at fair value through profit and loss	14	(36,858)	(2,310)
Impairment of financial assets at fair value through profit or loss	13	-	(250,000)
Other income	4	-	84,600
Operating loss		(6,062,372)	(350,586)
Interest expense		(4,969)	-
Interest income	14	11,842	-
Loss before taxation		(6,055,499)	(350,586)
Taxation on loss of ordinary activities	8	-	-
Loss for the year from continuing operations		(6,055,499)	(350,586)
Other comprehensive income		-	-
Total comprehensive loss for the year attributable to shareholders		(6,055,499)	(350,586)
Basic & diluted loss per share - pence	9	(3.43)	(1.47)

 

The statement of comprehensive income has been prepared on the basis that all operations are continuing operations.

 

STATEMENT OF FINANCIAL POSITION

FOR THE YEAR ENDED 30 APRIL 2026

 

	Note	As at 30 April  2026 £	As at 30 April  2025 £
NON-CURRENT ASSETS
Investments held at fair value through profit or loss	13	-	-
Intangible assets	14	7,583,996	-
TOTAL NON-CURRENT ASSETS		7,583,996	-
CURRENT ASSETS
Cash and cash equivalents	10	3,524	27,000
Trade and other receivables	11	67,084	20,504
Investments held at fair value through profit or loss	13	-	27,379
TOTAL CURRENT ASSETS		70,608	74,883
TOTAL ASSETS		7,654,604	74,883
EQUITY
Share capital	15	2,129,910	239,025
Share premium	15	12,388,246	1,004,380
Share based payment reserve	16	316,144	8,521
Retained deficit		(7,633,882)	(1,578,383)
TOTAL EQUITY		7,200,418	(326,457)
CURRENT LIABILITIES
Trade and other payables	12	454,186	401,340
TOTAL CURRENT LIABILITIES		454,186	401,340
TOTAL LIABILITIES		454,186	401,340
TOTAL EQUITY AND LIABILITIES		7,654,604	74,883

 

STATEMENT OF CHANGES IN EQUITY

AS AT 30 APRIL 2026

	Ordinary Share capital	Share Premium	Share Based Payment Reserves	Retained deficit	Total equity
	£	£	£	£	£
As at 30 April 2024	239,025	1,004,380	18,615	(1,237,891)	24,129
Comprehensive income for the year
Loss for the year	-	-	-	(350,586)	(350,586)
Other comprehensive income
Total comprehensive loss for the year	-	-	-	(350,586)	(350,586)
Transactions with owners
Ordinary Shares issued	-	-	-	-	-
Share Issue Costs	-	-	-	-	-
Lapsed warrants			(10,094)	10,094	-
Total transactions with owners	-	-	(10,094)	10,094	-
As at 30 April 2025	239,025	1,004,380	8,521	(1,578,383)	(326,457)

	Ordinary Share capital	Share Premium	Share Based Payment Reserves	Retained deficit	Total equity
	£	£	£	£	£
As at 1 May 2025	239,025	1,004,380	8,521	(1,578,383)	(326,457)
Comprehensive income for the year
Loss for the year	-	-	-	(6,055,499)	(6,055,499)
Other comprehensive income	-	-	-	-	-
Total comprehensive loss for the year	-	-	-	(6,055,499)	(6,055,499)
Transactions with owners
Ordinary shares issued	1,888,885	12,266,828	-	-	14,155,713
Exercise of warrants	2,000	26,520	(8,521)	-	19,999
Warrants and options granted	-	-	1,033,025	-	1,033,025
Lapsed options	-	-	(716,881)	-	(716,881)
Share issue costs	-	(909,482)	-	-	(909,482)
Total transactions with owners	1,890,885	11,383,866	307,623	-	13,582,374
As at 30 April 2026	2,129,910	12,388,246	316,144	(7,633,882)	7,200,418

STATEMENT OF CASH FLOW

FOR THE YEAR ENDED 30 APRIL 2026

		Note	Year ended 30 April 2026 £	Year ended 30 April 2025 £
Cash flow from operating activities
Loss for the year			(6,055,499)	(350,586)
Adjustments for:
Fair value loss on Bitcoin		14	4,012,955	-
Fair value losses on prepaid hashrate contract		14	33,692	2,310
Loss on disposal of listed equities		13	3,166	-
Impairment of financial asset		13	-	250,000
Share based payments – options and warrants		16	125,454	-
Shares issued in lieu of fees		15	562,964	-
Finance income		14	(11,842)	-
Foreign exchange			(2,979)	-
Changes in working capital:
(Increase) in trade and other receivables			(46,586)	(5,094)
Increase in trade and other payables			52,845	74,155
Net cash outflow from operating activities			(1,325,830)	(29,215)
Cash flows from investing activities
Purchase of Bitcoin		14	(7,305,740)	-
Purchase of prepaid hashrate contract		14	(87,647)	-
Proceeds from disposal of investments		13	24,476	-
Proceeds from disposal of Bitcoin		14	49,585	-
Net cash flow from investing activities			(7,319,326)	-
Cash flows from financing activities
Proceeds from issue of shares net of share issue costs		15	8,618,957	-
Net cash flow from financing activities			8,618,957	-
Net decrease in cash and cash equivalents			(26,199)	(29,215)
Cash and cash equivalents at beginning of the year			27,000	56,215
Foreign exchange impact on cash			2,723	-
Cash and cash equivalents at end of year		10	3,524	27,000

The material non-cash transactions during the year were:

• Issue of 55,161,290 ordinary shares settled via the transfer of 47.85 Bitcoin
• Fair value movement of £4,012,955 from the revaluation of Bitcoin during the year
• £562,964 of costs settled via the issue of ordinary shares

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 APRIL 2026

1.General Information

Vaultz Capital plc was incorporated on 23 April 2021 in England and Wales and remains domiciled there with Registered Number 13355240 under the Companies Act 2006.

The address of its registered office is Eccleston Yards, 25 Eccleston Place, London SW1W 9NF, United Kingdom.

The Company was incorporated to acquire investments in the natural gas or technology sector. During the year, the Company changed its name to Vaultz Capital plc and pivoted to focus on bitcoin mining and other digital asset investments.

The Company listed on the Access Segment of AQSE Growth Market on 8 July 2021. The Company began dual trading on the US OTCQB Market on 4 January 2022.

1. Accounting policies

The principal accounting policies applied in preparation of these financial statements are set out below. These policies have been consistently applied unless otherwise stated and relate to the year ended 30 April 2026. The Company has adopted accounting policies for the year ended 30 April 2026 to reflect the change of business strategy.

2.1.Basis of preparation

The financial statements for the year ended 30 April 2026 have been prepared by Vaultz Capital plc in accordance with the requirements of the AQSE Rules, UK adopted international accounting standards (‘UK IAS’ or ‘IFRS’) and the Companies Act 2006. The financial statements have been prepared under the historical cost convention, as modified by financial assets and financial liabilities at fair value.The financial statements are presented in Pounds Sterling and rounded to the nearest pound.

The preparation of financial statements requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Company’s accounting policies.The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant in the financial statements, are disclosed under ‘Critical accounting judgements and key sources of estimation uncertainty’ below.

2.2.Going concern

The Company’s business activities, together with facts likely to affect its future operations and financial and liquidity positions are set out in the Chairman’s Statement of the financial statements. In addition, note 17 to the financial statements disclose the Company’s financial risk management policy.

 

The Company’s financial statements have been prepared on the going concern basis, which contemplates that the Company will be able to realise its assets and discharge liabilities in the normal course of business. Despite this, there can be no assurance that the Company will either achieve or maintain profitability in the future and financial returns arising therefrom, may be adversely affected by factors outside the control of the Company.

Subsequent to the year end, the Company raised gross proceeds of approximately £1 million (before fees) through a subscription. In addition, the Company holds 86 BTC which are unsecured and it is able to realise for cash should it need to. The Company also has limited operational costs. As at the date of approval of these financial statements, the Company's cash resources, together with its holding of 86 BTC available for sale, are considered to be in excess of its forecast working capital requirements for the next 12 months.

The Board monitors Bitcoin price risk as part of its treasury management policy. A proportion of capital raised remains in cash or liquid assets to provide operational flexibility and to ensure the Company can meet its obligations, even in the event of a material fall in the price of Bitcoin.

The Directors consider it appropriate to prepare the financial statements on a going concern basis for the following reasons:

• The Company has demonstrated its ability to secure equity funding post year end, with continued support from shareholders and investors;
• The Company holds 86 BTC which are unsecured and can be sold to fund working capital requirements if required;
• The Company has limited operational costs; and
• The current cash position, supplemented by the Company's Bitcoin holdings, exceeds anticipated working capital needs and includes a liquidity buffer sufficient to sustain operations in the event of a severe downturn in Bitcoin prices. Discretionary expenditure can be reduced or suspended if required to preserve liquidity.

2.3.Cash and cash equivalents

Cash and cash equivalents comprise cash at bank and in hand, and demand deposits with banks and other financial institutions.

2.4.Trade and other payables

Trade and other payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers, and include accruals for goods and services received but not yet invoiced at the reporting date. They are classified as current liabilities if payment is due within one year or less; otherwise they are presented as non-current liabilities.

Trade and other payables are financial liabilities within the scope of IFRS 9 and are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method. Due to their short-term nature, their carrying amount is considered to approximate their fair value. Trade and other payables are derecognised when the obligation is discharged, cancelled or expires.

2.5.Foreign currency translation

The financial statements are presented in Pounds Sterling which is the Company’s functional and presentational currency.

Transactions in currencies other than the functional currency are recognised at the rates of exchange on the dates of the transactions.At each balance sheet date, monetary assets and liabilities are retranslated at the rates prevailing at the balance sheet date with differences recognised in the Statement of comprehensive income in the year in which they arise.

2.6.Financial assets

IFRS 9 requires an entity to address the classification, measurement and recognition of financial assets and liabilities.

a) Classification

The Company classifies its financial assets in the following measurement categories:

•those to be measured subsequently at fair value (either through OCI or through profit or loss);

•those to be measured at amortised cost; and

•those to be measured subsequently at fair value through profit or loss.

The classification depends on the Company’s business model for managing the financial assets and the contractual terms of the cash flows.

For assets measured at fair value, gains and losses will be recorded either in profit or loss or in OCI. For investments in equity instruments that are not held for trading, this will depend on whether the Company has made an irrevocable election at the time of initial recognition to account for the equity investment at fair value through other comprehensive income (FVOCI).

b) Recognition

Purchases and sales of financial assets are recognised on trade date (that is, the date on which the Company commits to purchase or sell the asset). Financial assets are derecognised when the rights to receive cash flows from the financial assets have expired or have been transferred and the Company has transferred substantially all the risks and rewards of ownership.

During the current year the Company disposed of its investment in Blue Star Helium Limited in full. This was an equity investment which was held for trading, and as such it had been classified as a current financial asset at fair value through profit or loss, with the loss on disposal being recognised in the profit or loss account.

During the 2024 financial year, the Company acquired an investment in Vestigo. This is an equity investment which the Company has no intent to sell within 12 months however has designated as being held at fair value through profit or loss. As such it has been classified as a non-current financial asset at fair value through profit or loss.

c) Measurement

At initial recognition, the Company measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss (FVPL), transaction costs that are directly attributable to the acquisition of the financial asset.

Transaction costs of financial assets carried at FVPL are expensed in profit or loss.

d) Subsequent measurement

Subsequent to initial recognition, financial assets are measured according to their classification. Financial assets at amortised cost, comprising cash and cash equivalents and other receivables, are held to collect contractual cash flows that are solely payments of principal and interest, and are subsequently measured at amortised cost using the effective interest method, less any allowance for expected credit losses. Interest income, foreign exchange gains and losses and impairment are recognised in profit or loss, as is any gain or loss on derecognition. Financial assets at FVPL, comprising the Company’s equity are subsequently measured at fair value at each reporting date, with all gains and losses, including any gain or loss on derecognition, recognised in profit or loss within other gains/(losses).

Equity instruments 

The Company subsequently measures all equity investments at fair value. Where the Company’s management has elected to present fair value gains and losses on equity investments in OCI, there is no subsequent reclassification of fair value gains and losses to profit or loss following the derecognition of the investment.

Dividends from such investments continue to be recognised in profit or loss as other income when the Company’s right to receive payments is established. Changes in the fair value of financial assets at FVPL are recognised in other gains/(losses) in the statement of profit or loss as applicable. Impairment losses (and reversal of impairment losses) on equity investments measured at FVOCI are not reported separately from other changes in fair value.

During the year the Company disposed of its entire holdings in Blue Star Helium. Refer to note 13.

Hashrate contract

During the year, the Company entered into a contract to acquire hashrate, paying the full contract value at inception. The payment was recognised as a prepayment at cost, translated to GBP at the spot rate on the payment date. As Bitcoin was received under the contract, it was recognised as an intangible asset under IAS 38 at its fair value on the delivery date, translated at the GBP spot rate on that date. The difference between the fair value of the Bitcoin received and the cost of the prepayment was recognised in profit or loss as a gain or loss on the hashrate contract. The contract was completed during the year and no balance remained at 30 April 2026. See note 14 for further information.

 

e) Impairment

The Company assesses, on a forward-looking basis, the expected credit losses associated with any debt instruments carried at amortised cost. The impairment methodology applied depends on whether there has been a significant increase in credit risk. For trade receivables, the Company applies the simplified approach permitted by IFRS 9, which requires expected lifetime losses to be recognised from initial recognition of the receivables.

2.7.Digital assets (Bitcoin)

Bitcoin is held as an intangible asset under IAS 38 and, as an active market exists, is measured using the revaluation model. Holdings are initially recognised at cost and subsequently remeasured to fair value by reference to the quoted market price at the reporting date. Increases in fair value are recognised in other comprehensive income and accumulated within a revaluation reserve in equity, except to the extent that they reverse a revaluation decrease of the same asset previously recognised in profit or loss. Decreases in fair value are recognised in profit or loss, except to the extent of any credit balance in the revaluation reserve in respect of that asset. See note 14.

2.8.Equity

Share capital is determined using the nominal value of shares that have been issued.

The Share premium account includes any premiums received on the initial issuing of the share capital. Any transaction costs associated with the issuing of shares are deducted from the Share premium account.

Share based payments reserves represent the value of equity settled share-based payments provided to employees, including key management personnel, and third parties for services provided.

In accordance with IFRS 2, for equity-settled share-based payment transactions, the entity shall measure the goods or services received, and the corresponding increase in equity, directly, at the fair value of the goods or services received, unless that fair value cannot be estimated reliably. The fair value of the service received in exchange for the grant of options and warrants is recognised as an expense, other than those warrants that were issued in relation to the listing which have been recorded against share premium in equity. If the entity cannot estimate reliably the fair value of the goods or services received, the entity shall measure their value, and the corresponding increase in equity, indirectly, by reference to the fair value of the equity instruments granted.

Retained deficit represents the cumulative retained losses of the Company at the reporting date.

2.9.Taxation 

Tax currently payable is based on taxable profit for the year. Taxable profit differs from profit as reported in the income statement because it excludes items of income and expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.

Deferred tax is recognised on differences between the carrying amounts of assets and liabilities in the financial information and the corresponding tax bases used in the computation of taxable profit and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from initial recognition of goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.

Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries and associates, and interests in joint ventures, except where the Company is able to control the reversal of the temporary difference, and it is probable that the temporary difference will not reverse in the foreseeable future.

The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

Deferred tax is calculated at the tax rates that are expected to apply in the year when the liability is settled, or the asset realised. Deferred tax is charged or credited to profit or loss, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Company intends to settle its current tax assets and liabilities on a net basis.

2.10.Critical accounting judgements and key sources of estimation uncertainty 

The preparation of the financial statements in conformity with IFRSs requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expense. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the year in which the estimates are revised and in any future years affected.

Fair value of share-based payments

The Company granted share options during the year that vest only on the achievement of specified share price hurdles. Because these are market conditions, the awards have been valued using a barrier model, and the charge recognised depends on estimates of expected volatility, the expected life of the awards and the modelled path of the Company's share price, none of which is subsequently revised if a hurdle is not achieved. The estimates applied and the resulting charge are set out in note 16.

Valuation of Bitcoin holdings

The Company’s bitcoin holdings do not meet the definition of cash or of a financial asset and are accounted for as intangible assets under IAS 38. Management has elected to apply the revaluation model rather than the cost model, on the basis that bitcoin is traded on an active market. This election is a significant judgement: under the cost model the holdings would be carried at cost less impairment and increases in value would not be recognised at all. Applying the revaluation model, revaluation gains are recognised in other comprehensive income and accumulated in the revaluation reserve, except to the extent that they reverse a decrease previously recognised in profit or loss. Losses are recognised directly in the profit or loss account.

Judgement is also applied in identifying the principal market and the pricing source used to measure fair value. Bitcoin trades continuously across multiple venues and quoted prices differ between exchanges and between data aggregators at any given measurement point. The Company measures its holdings using the GBP denominated price from investing.com on the reporting date, applied consistently between periods.

Because the measurement uses quoted prices for an identical asset in an active market, it is categorised within Level 1 of the fair value hierarchy and is not a key source of estimation uncertainty. The judgements described above are disclosed given the significance of the holding to the Company’s financial position.

2.11 New standards and interpretations not yet adopted 

  New standards, amendments and interpretations adopted by the Company.

The Company has adopted the below standards, amendments or interpretations for the first time for its annual reporting period commencing 1 May 2025 which do not have a material impact on the Company:

Standard	Effective Date
Annual Improvements to IFRS standards – Volume 11	1 January 2025
Amendments to IFRS 9 Financial Instruments and IFRS 7 Financial Instruments: Disclosures: Classification and Measurement of Financial Instruments	1 January 2025

At the date of approval of these financial statements, the following standards and interpretations which have not been applied in these financial statements were in issue but not yet effective (and in some cases have not yet been adopted by the UK):

Standard	Effective Date
IFRS 18 Presentation and Disclosure in Financial Statements	1 January 2027

The effect of these new and amended Standards and Interpretations which are in issue but not yet mandatorily effective is not expected to be material.

3.Segmental analysis

The Company manages its operations in one segment, being that of a digital asset company. The results of this segment are regularly reviewed by the Board as a basis for the allocation of resources, in conjunction with individual investment appraisals, and to assess its performance. As a result, no separate segmental analysis is presented.

1. Other Income

	Year ended 30 April 2026	Year ended 30 April 2025
	£	£
IPO expenses1	-	84,600
Total other income	-	84,600

1)In the prior year, the Company incurred £84,600 worth of transaction costs for the proposed reverse takeover of Vestigo. During the 2025 financial year, the transaction was aborted, and it was agreed that a portion of the incurred costs would be borne by Vestigo rather than Vaultz Capital and such the amount was credited as other income during the year.

1. Operating Loss

Operating loss for the Company is stated after charging:

	Year ended 30 April 2026	Year ended 30 April 2025
	£	£
Employment costs	508,813	102,155
Professional fees	492,230	59,882
Legal fees	247,675	-
Advertising & Marketing	234,775	-
Listing expenses	6,962	-
Other administrative expenses	346,397	20,839
VAT Provision	152,982	-
Foreign exchange	22,725	-
Total administrative expenses	2,012,559	182,876

6.Employees

The average number of persons employed by the Company (including executive Directors) during the year was:

	No. of employees Year ended 30 April 2026	No. of employees Year ended 30 April 2025
Management	4	3
Total	4	3

The aggregate payroll costs of these persons were as follows:

	Year ended 30 April 2026	Year ended 30 April 2025
	£	£
Salary and wages	360,132	72,000
Share based payments	125,454	-
Employers NI	22,507	30,155
Employers pension costs	719	-
Total	508,812	102,155

 

1. Auditor’s Remuneration

	Year ended 30 April 2026	Year ended 30 April 2025
	£	£
Fees payable to the Company's auditor for the audit of the Company	38,000	28,000
Total	38,000	28,000

8.Taxation

	Year ended 30 April 2026	Year ended 30 April 2025
	£	£
Current tax	-	-
Deferred tax	-	-
Income tax expense	-	-

Income tax can be reconciled to the loss in the statement of comprehensive income as follows:

	Year ended 30 April 2026	Year ended 30 April 2025
	£	£
Loss before taxation	(6,055,499)	(350,586)
Tax at the UK Corporation rate of 25% (2025: 25%)	(1,513,874)	(87,646)
Tax effect of amounts of fair value movements in Bitcoin which are not deductible	1,003,238	-
Tax effect of otheramounts which are not deductible	31,364	62,500
Tax losses on which no deferred tax asset has been recognised	479,272	25,146
Total tax (charge)/credit	-	-

The Company has accumulated tax losses of approximately £2,681,968 (2025: £764,879) that are available, under current legislation, to be carried forward indefinitely against future profits.

A deferred tax asset has not been recognised in respect of these losses due to the uncertainty of future profits. The amount of the deferred tax asset not recognised is approximately £670,492 (2025: £191,219).

 

9.Earnings per share

The calculation of the basic and diluted earnings per share is calculated by dividing the profit or loss for the year by the weighted average number of ordinary shares in issue during the year.

	Year ended 30 April 2026	Year ended 30 April 2025
	£	£
Loss attributable to shareholders of Vaultz Capital plc	(6,055,499)	(350,586)
Weighted average number of ordinary shares in issue	176,348,669	23,902,500
Basic & diluted loss per share from continuing operations - pence	(3.43)	(1.47)

 

There is no difference between the diluted loss per share and the basic loss per share presented. Share options and warrants could potentially dilute basic earnings per share in the future but were not included in the calculation of diluted earnings per share as they are anti-dilutive for the year presented. See note 16 for further details.

 

1. Cash and cash equivalents

	Year ended 30 April 2026	Year ended 30 April 2025
	£	£
Cash at bank	3,524	27,000
Total	3,524	27,000

All cash at bank is held as GBP. The funds are held in non-standard banks (Revolut, Wise and Alpha FX). The funds held by Alpha FX are ringfenced by Lloyds Bank and have an A+ credit ranking. Revolut does not disclose their credit ranking whilst Wise has a ranking of BBB.

1. Trade and other receivables

	Year ended 30 April 2026	Year ended 30 April 2025
	£	£
Prepayments	62,834	9,407
VAT	-	11,097
Other receivables	4,250	-
Total	67,084	20,504

1. Trade and other payables

 

	Year ended 30 April 2026	Year ended 30 April 2025
	£	£
Trade payables	327,973	99,351
Accruals	38,500	70,200
Payroll liabilities	87,713	231,789
Total	454,186	401,340

1. Investments held at fair value through profit or loss

Assets carried at fair value at the reporting date are summarised below:

Blue Star Helium (Current) (Tier 1)

Cost at 30 April 2025	219,949
Cumulative fair value losses to 30 April 2025	(192,571)
Fair value of investment at 30 April 2025	27,379
Disposal during the year	(27,379)
Fair value of investment at 30 April 2026	-

In August 2025 the Company sold 100% of its Ordinary Shares in Blue Star Helium Limited for total proceeds of £24,476 resulting in a loss on disposal of £3,166.

Vestigo Technologies (Non-Current) (Tier 3) 1

	£
Cost at 30 April 2025	250,000
Impairment at 30 April 2025	(250,000)
Fair value of investment at 30 April 2025	-
Fair value of investment at 30 April 2026	-

 

1 During 2024, the Company invested £250,000 in Vestigo Technologies, representing a 19.9% stake. At initial recognition the Company was deemed not to have significant influence or control, and the investment was therefore held at fair value and not consolidated. Given lack of information with regards to the fair value and initial uncertainty over Vestigo’s prospects, the investment was held at cost. However, during the year ended 30 April 2025, a combination of geopolitical uncertainty and a material shareholder dispute has significantly undermined the outlook for the investment. A formal impairment assessment was performed, which concluded that both fair values less costs to sell and value in use were negligible. As there is no active market, no observable transaction prices, no credible forward cash flow projections, and no viable exit strategy, the recoverable amount was determined to be £nil. As a result, the full £250,000 carrying value has been impaired, with the impairment recognised immediately in profit or loss as an exceptional, non-cash item. There has been no update in the current year, and the investment is still carried at nil on the balance sheet.

 

Accounting standards, including IFRS 13, prescribe a three-level hierarchy for fair value measurement. The investment in Blue Star Helium Limited and holdings of Bitcoin has been measured and recognised in the financial statements at Level 1 as the entity is publicly quoted and there is an active market for Bitcoin, whilst the investment in Vestigo is considered level 3. The three levels are described below:

 

Level 1: The fair value of financial instruments traded in active markets (such as publicly traded derivatives, and equity securities) is based on quoted market prices at the end of the reporting year. The quoted market price used for financial assets held by the Company is the current bid price. These instruments are included in level 1.

Level 2: The fair value of financial instruments that are not traded in an active market (e.g. over-the- counter derivatives) is determined using valuation techniques that maximise the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.

Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. This is the case for unlisted equity securities.

1. Intangible asset (Cryptocurrency)

 

Bitcoin

During the year, the Company commenced building a Bitcoin treasury and hashrate (cloud mining) operation. Bitcoin held by the Company is recognised as an intangible asset in accordance with IAS 38. Because Bitcoin is traded in an active market, the Company has adopted the revaluation model set out in IAS 38.75. Holdings are recognised initially at cost and are revalued to fair value at each reporting date. Increases in fair value are recognised in other comprehensive income and accumulated in a revaluation reserve within equity, except to the extent that they reverse a revaluation decrease in respect of the same asset previously recognised in profit or loss, in which case they are credited to profit or loss. Decreases in fair value are recognised in profit or loss, except to the extent of any credit balance held in the revaluation reserve in respect of the same asset, in which case they are recognised in other comprehensive income. The Company treats its Bitcoin holdings as a single pool for the purposes of applying the revaluation model.

Fair value is determined by reference to the quoted price of Bitcoin in sterling in the Company's principal market, at the reporting date. This is a Level 1 input under the IFRS 13 fair value hierarchy. No valuation adjustment is applied and no independent valuer was engaged.

As at 30 April 2026 the Company held 135.12 Bitcoin in its treasury together with a small balance held in its mining wallet. The movement in the carrying value of Bitcoin during the year was as follows:

	BTC	£
Cost of Bitcoin acquired during the year 1	135.02	11,580,739
Amount transferred from mining contract	0.84	53,955
Interest income	0.23	11,842
Disposals	(0.97)	(49,585)
Fair value loss recognised in profit or loss	-	(4,012,955)
Carrying value at 30 April 2026 (fair value)	135.12	7,583,996

1)During the year, the Company purchased £7,305,739 of BTC whilst another £4,275,000 of BTC was paid to the Company in lieu of cash for the issue of ordinary shares as part of a capital raise.

The weighted average cost of the treasury Bitcoin holdings was approximately £85,770 per Bitcoin. The Company is exposed to significant price risk on its Bitcoin holdings; a fall in the price of Bitcoin would reduce the carrying value of the asset and the Company's net assets.

 

Prepaid hashrate contract

On 21 July 2025, the Company entered into a contract to acquire 1,800 units of hashrate (20 PH/s per day) at a unit hashprice of US$62.47, for a total contract value of US$112,446 (£87,647), over a 90-day term from 21 July 2025 to 18 October 2025. The full contract value was paid at inception, and the Company received the Bitcoin generated by the hashrate over the term.

The contract is a contract to acquire hashrate rather than a financial instrument, and is outside the scope of IFRS 9. The payment was recognised as a prepayment at cost, translated to GBP at the spot rate on the payment date under IAS 21. Bitcoin received was recognised as an intangible asset under IAS 38 at its fair value on the delivery date, translated at the GBP spot rate on that date. The difference between the fair value of the Bitcoin received and the cost of the prepayment was recognised in profit or loss. The contract was completed on 18 October 2025 and no balance remained at 30 April 2026.

Settlement was received in a single net payment of 0.84 Bitcoin on 22 November 2025. The impact recognised in the financial statements was as follows:

	£
Initial recognition	87,647
Fair value of Bitcoin received on settlement	53,955
Net fair value loss recognised in profit or loss	(33,692)
Bitcoin recognised as intangible asset on settlement	53,955

The net fair value loss of £33,692 is included within 'Fair value loss on financial assets at fair value through profit and loss' in the Statement of Comprehensive Income.

1. Share capital and share premium

Class	Nominal value	Number in issue		Aggregate nominal value
		2026	2025	2026	2025
	£	#	#	£	£
Ordinary shares	£0.01	212,990,984	23,902,500	2,129,910	239,025

The Company has one class of ordinary shares, each with a nominal value of £0.01. All issued shares are fully paid. Each ordinary share carries one vote at general meetings of the Company and ranks equally with regard to dividends and the distribution of capital on a winding up. The ordinary shares carry no right to fixed income and are not redeemable. Share premium represents the amount received on the issue of shares in excess of their nominal value, net of directly attributable issue costs

	Ordinary Shares	Share Capital	Share Premium	Total
	#	£	£	£
At 30 April 2024	23,902,500	239,025	1,004,380	1,243,405
Movement in the year	-	-	-	-
At 30 April 2025	23,902,500	239,025	1,004,380	1,243,405
Share issue 1	23,902,483	239,026	239,025	478,051
Fee shares 2	59,445,650	594,456	594,457	1,188,913
Warrant exercise 3	200,000	2,000	26,520	28,520
Share issue 4	9,302,326	93,023	3,906,977	4,000,000
Share issue 5	6,451,613	64,516	935,484	1,000,000
Share issue 6	6,060,607	60,606	939,394	1,000,000
Share issue 7	83,725,805	837,258	5,651,491	6,488,749
Share issue cost	-	-	(909,482)	(909,482)
At 30 April 2026	212,990,984	2,129,910	12,388,246	14,518,156

1)On 30th May 2025 the Company issued 23,902,483 ordinary shares in the Company at 2p per share raising £478,051 in gross proceeds

2)At the Company’s General meeting on 18th June 2025 59,445,650 shares were issued at 2p to settle historic liabilities with suppliers and directors of the Company. As part of the transaction the Company received £704,042 in cash and £466,964 was used to settle outstanding liabilities including £103,607 of outstanding Director fees as well as £51,356 to Orana Corporate LLP. Refer to note 18 for further information on settlement of liabilities to related parties.

3)On 24th June the Company received notice to exercise 200,000 warrants at an exercise price of 10p receiving gross proceeds of £20,000

4)On 26th June 2025 the Company raised £4,000,000 in gross proceeds via the issue of 9,302,326 of ordinary shares at 43p per share. £60,000 of the raise was used to offset outstanding invoices.

5)On 2nd July 2025 the Company raised gross proceeds of £1,000,000 via the issue of 6,451,613 shares at 15.5p per ordinary share.

6)On 14th July 2025 the Company raised gross proceeds of £1,000,000 via the issue of 6,060,607 shares at 16.5p per ordinary share.

7)On 1 August 2025 the Company raised gross proceeds of approximately £6.3 million through the issue of 80,967,741 new ordinary shares at the issue price of 7.75p. In addition, the Company issued 2,758,064 new ordinary shares at the issue price in respect to commission forfunds raised under the subscription only 55,161,290 shares were settled via the payment of 47.85 BTC.

A reconciliation of net cash received for issue of shares is below:

	£
Total shares issued (net of issue costs)	13,465,441
Fee shares to settle outstanding liabilities	(466,964)
Fee shares for prepaid costs	(60,000)
Legal fees settled via shares	(36,000)
Exercise of warrants	(8,521)
Shares settled via bitcoin	(4,274,999)
Total cash received	8,618,957

 

16.Share based payment reserves

	£
As at 1 May 2024	18,615
Warrants expired during the year	(10,094)
As at 30 April 2025	8,521
Warrants exercised during the year 1	(8,521)
Warrants issued during the year 2	190,690
Options issued during the year3	842,335
Options expired during the year 4	(716,881)
At 30 April	316,144

1)Exercise of 200,000 warrants at 10p per share.

2)Issue of 1,165,530 broker warrants with an exercise price of 43p.

3)Issue of 47,000,000 director and management options vesting through various market related conditions.

4)Expiry of 40,000,000 director options with the resulting charged reversed through the profit and loss.

The estimated fair values of warrants which fall under IFRS 2, and the inputs used in the Black-Scholes model to calculate those fair values are as follows:

Instrument	Date of grant	Number	Share price	Exercise price	Expected volatility	Expected life	Risk free rate
Broker warrants	20 Jun 2025	1,165,530	£0.43	£0.43	50.27%	3 years	4.34%

During the year, a share based payment charge relating to the IFRS 2 valuation of options and warrants of £316,144 (2025:nil) was recorded through the statement of comprehensive income.

The total number of warrants outstanding at the year end was:

 

	Number of Warrants	Exercise Price	Expiry date
At 30 April 2025	200,000	£0.10	8 July 2026
Issued during the year:	1,165,530	£0.43	20 June 2028
Lapsed during the year	(200,000)	£0.10	8 July 2026
Outstanding at the end of the year	1,165,530	£0.43	20 June 2028
Exercisable at the end of the year	1,165,530	£0.43	20 June 2028

 

The weighted average exercise price of the warrants exercisable at 30 April 2026 is £0.43 (2025: £0.10)

The weighted average time to expiry of the warrants as at 30 April 2026 is 2.42 years (2025: 1.19 years).

The estimated fair values of options which fall under IFRS 2, and the inputs used in the barrier model to calculate those fair values are as follows:

Date of grant	Number of options	Share Price	Exercise Price	Expected volatility	Expected life	Risk free rate	Expected dividends
18/06/2025	47,000,000	3.75p	17p	75%	8	4%	-

The director share options vest equally on the completion of 5 market based vesting conditions below:

Vesting Date 1” means the later of:
1)	6 months from the Grant Date; and
2)	the Business Day after the VWAP is 30 pence,
“Vesting Date 2” means the later of:
1)	12 months from the Grant Date; and
2)	the Business Day after the VWAP is 45 pence,
“Vesting Date 3” means the later of:
1)	18 months from the Grant Date; and
2)	the Business Day after the VWAP is 60 pence,
“Vesting Date 4” means the later of:
1)	24 months from the Grant Date; and
2)	the Business Day after the VWAP is 75 pence,
“Vesting Date 5” means the later of:
1)	30 months from the Grant Date; and
2)	the Business Day after the VWAP is 90 pence, and

The total number of options outstanding at the year end was:

	Number of options	Exercise Price	Expiry date
At 30 April 2025	-	-	-
Issued during the year:	47,000,000	£0.17	18 June 2028
Lapsed during the year	(40,000,000)	£0.17	18 June 2028
Outstanding at the end of the year	7,000,000	£0.17	18 June 2028
Exercisable at the end of the year	1,400,000	£0.17	18 June 2028

The weighted average exercise price of the options exercisable at 30 April 2026 is £0.17 (2025: £nil)

The weighted average time to expiry of the warrants as at 30 April 2026 is 2.42 years (2025:nil).

17.Financial Instruments and Risk Management

Principal financial instruments

The principal financial instruments used by the Company from which the financial risk arises are as follows:

Financial assets / liabilities	Financial assets at amortised cost	Financial liabilities at amortised cost £	Total £
	£	£	£
Current
Cash and cash equivalents	3,524	-	3,524
Trade and other payables	-	(454,186)	(454,186)
	3,524	(454,186)	(450,662)

 

2025		Financial assets at amortised cost	Financial liabilities at amortised cost	Total
Financial assets / liabilities		£	£	£
Current
Cash and cash equivalents		27,000	-	27,000
Investment held at fair value through profit or loss		27,379	-	27,379
Trade and other payables		-	(401,340)	(401,340)
		54,379	(401,340)	(346,961)

 

The financial liabilities are payable within one year.

General objectives and policies

As alluded to in the Directors’ report the overall objective of the Board is to set policies that seek to reduce risk as far as practical without unduly affecting the Company’s competitiveness and flexibility. Further details regarding these policies are:

Policy on financial risk management 

The Company’s principal financial instruments comprise cash and cash equivalents, other receivables, trade and other payables. The Company’s accounting policies and methods adopted, including the criteria for recognition, the basis on which income and expenses are recognised in respect of each class of financial asset, financial liability and equity instrument are set out in note 2“Accounting Policies”.

The Company does not use financial instruments for speculative purposes. The carrying value of all financial assets and liabilities approximates to their fair value.

Derivatives, financial instruments and risk management 

The Company does not use derivative instruments or other financial instruments to manage its exposure to fluctuations in foreign currency exchange rates, interest rates and commodity prices.

Foreign currency risk management 

The Company operates in a global market with income and costs possibly arising in a number of currencies and is exposed to foreign currency risk arising from commercial transactions, translation of assets and liabilities and net investment in foreign subsidiaries. Exposure to commercial transactions arise from sales or purchases by operating companies in currencies other than the Company’s functional currency. Currency exposures are reviewed regularly but are not currently deemed a key risk of the business.

The foreign currency risk exposure of the Company was comprised of the following:

• Investment in Vestigo is denominated in Israeli Shekels (2026: £nil; 2025: £nil)

The Company has a limited level of exposure to foreign exchange risk through their foreign currency denominated cash balances.

The Company's trade and other receivables and trade and other payables are denominated in sterling, other than amounts which are immaterial in the context of the financial statements. The table below shows the currency profiles of cash and cash equivalents:

	Year ended 30 April 2026 £	Year ended 30 April 2025 £
Cash and cash equivalents	3,524	27,000
	3,524	27,000

All material cash balances are denominated in GBP.

Credit risk 

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Company. The Company has adopted a policy of only dealing with creditworthy counterparties. The Company’s exposure and the credit ratings of its counterparties are monitored by the Board of Directors to ensure that the aggregate value of transactions is spread amongst approved counterparties.

The Company applies IFRS 9 to measure expected credit losses for receivables, these are regularly monitored and assessed. Receivables are subject to an expected credit loss provision when it is probable that amounts outstanding are not recoverable as set out in the accounting policy. The impact of expected credit losses was immaterial.

The Company’s principal financial assets are cash and cash equivalents. Cash equivalents include amounts held on deposit with financial institutions.

The credit risk on liquid funds held in current accounts and available on demand is limited because the Company’s counterparties are banks with high credit-ratings assigned by international credit-rating agencies.

No financial assets have indicators of impairment.

The Company’s maximum exposure to credit risk is limited to the carrying amount of financial assets recorded in the financial statements.

Borrowings and interest rate risk 

The Company currently has no borrowings. The Company’s principal financial assets are cash and cash equivalents. Cash equivalents include amounts held on deposit with financial institutions. The effect of variable interest rates is not significant.

 

Bitcoin price risk

Despite Bitcoin being held as an intangible asset, should it be required it will be liquidated to support working capital requirements. As such, the Company is exposed to movements in the sterling price of Bitcoin through its treasury holdings, which are measured at fair value. A 10% increase in the sterling price of Bitcoin at the reporting date would have increased profit before tax and net assets by approximately £757,810, and a 10% decrease would have had an equal and opposite effect. The Board monitors the Company's Bitcoin exposure as part of its treasury policy.

Liquidity risk 

During the year ended 30 April 2026, the Company was financed by cash raised through equity funding. Cash at 30 April 2026 was £3,524 (2025: £27,000), the Company’s liquidity at that date being held principally in its holding of 135 Bitcoin, carried at £7,583,996. Funds raised surplus to immediate requirements are held as cash deposits in Sterling.

The Board operates the Company’s treasury management policy and approves all movements between cash and digital assets; Bitcoin is held through institutional custodial arrangements, is unsecured and unencumbered, and is realised into Sterling as required to meet liabilities rather than significant uninvested cash balances being held. In managing liquidity risk, the main objective of the Company is to ensure that it has the ability to pay all of its liabilities as they fall due. The Company monitors its levels of working capital to ensure that it can meet its liabilities as they fall due, and discretionary expenditure can be reduced or suspended if required to preserve liquidity.

The table below shows the undiscounted cash flows on the Company’s financial liabilities as at 30 April 2026 on the basis of their earliest possible contractual maturity.

	Total £	Within 2 months £	Within  2-6 months £
At 30 April 2026
Trade payables	327,973	327,973	-
Accruals	38,500	38,500	-
Payroll liabilities	87,713	87,713	-
	454,186	454,186	-

	Total £	Within 2 months £	Within  2-6 months £
At 30 April 2025
Trade payables	99,351	99,351	-
Accruals	70,200	70,200	-
Payroll liabilities	231,789	231,789	-
	401,340	401,340	-

Capital management

The Company considers its capital to be equal to the sum of its total equity. The Company monitors its capital using a number of key performance indicators including cash flow projections, working capital ratios, the cost to achieve development milestones and potential revenue from partnerships and ongoing licensing activities.

The Company’s objective when managing its capital is to ensure it obtains sufficient funding for continuing as a going concern. The Company funds its capital requirements through the issue of new shares to investors.

1. Related Party Transactions

Provision of services

Orana Corporate LLP (“Orana”) is considered a related party under IAS 24 as Director Charlie Wood is also a partner in Orana. Orana has a service agreement with the Company for the provision of accounting, company secretarial and corporate finance services. In the year, Orana accrued £72,047 (2025: £24,000) for these services from the Company. Additionally, Orana was issued 2,567,800 shares in the Company for settlement of outstanding liabilities of £51,356. As at 30 April 2026 Orana was owed £51,840 (2025: £13,627)

 

Directors’ remuneration

For details of the directors’ remuneration paid in the year, refer to the Directors’ report.

During the year the following Directors were paid consulting fees via their personal services Companies in addition to their salaries:

Fungai Ndoro was paid £22,500 (2025: £nil) through FN advisory Limited. Charlie Wood was paid £14,000 (2025: £nil) through Ainslie Capital Ltd.

As at 30 April 2026 the Directors were owed the following amounts:Fungai Ndoro £2,000 (2025: £65,000), and Charlie Wood £2,000 (2025: £58,700).

During the year, the below outstanding liabilities to Directors were settled via the issue of shares in the Company.

Director	Fees settled (£)	Shares issued (#)
Neil Ritson	35,689	1,784,450
Fungai Ndoro	35,689	1,784,450
Charlie Wood	32,229	1,611,450
Total	103,607	5,180,350

Other than these, there were no other related party transactions.

1. Ultimate Controlling Party

As at 30 April 2026 there was no ultimate controlling party of the Company.

 

20.Contingent liabilities

As at 30 April 2026 (2025: £Nil) there were no contingent liabilities for the Company.

21.Capital Commitments

As at 30 April 2026 (2025: £Nil) there were no capital commitments for the Company.

1. Events Subsequent to year end

Fundraise

On 2 June 2026 the Company announced a subscription by Regent Resources Capital Corporation for 45,454,545 new ordinary shares of 1p each at a price of 2.2 pence per share, raising gross proceeds of £1.0 million. The subscription price was set at the prevailing bid price on 1 June 2026, representing a discount of approximately 8 per cent to the 20-day volume-weighted average price.

 

Board changes

On 2 June 2026 the Company announced the appointment of Ian Burns as a non-executive director, subject to standard regulatory due diligence. On 3 June 2026 the Company announced that Eric Benz-Groning had ceased to be a director, his employment having been terminated with immediate effect in accordance with the terms of his service contract, and that Charles Wood, previously Non-executive Chair, was appointed Executive Chair with immediate effect.

Withdrawal of Bitcoin treasury policy

At a general meeting held on 21 July 2026, shareholders approved the withdrawal of the Company's Bitcoin treasury policy. The withdrawal enables the Directors to seek out, evaluate and pursue value-accretive transactions across a broad range of sectors, including strategic minerals, AI and digital infrastructure, rather than restricting the Company's activities to a single digital asset.

Disposal of bitcoin and strategic investment

Subsequent to the reporting date, the Company completed a £3.0 million investment in a newly incorporated software company by way of a subscription for new equity, representing approximately 2.3 per cent. of that company’s enlarged share capital. The investee company has developed a patented, hardware agnostic software layer which optimises the utilisation of memory and compute resources, enabling workloads to operate beyond conventional memory limits. The investment was funded primarily from the Company’s Bitcoin treasury through the disposal of 47 Bitcoin at an average price of £62,914 per Bitcoin, realising gross proceeds of approximately £2.96 million. Following the disposal the Company held 86 Bitcoin, with a market value of approximately £5.41 million as at 1 October 2026.