27 February 2026

Blue Star Capital plc

("Blue Star" or the "Company")

Final Results for the year ended 30 September 2025

Blue Star Capital plc (AIM: BLU), the investing company with a focus on blockchain and payments, announces its final results for the year ended 30 September 2025.

Operating and Financial Summary

The Company recorded a pre-tax loss for the year ended 30 September 2025 of £665,606 compared to a loss of £4,491,966 in the prior year. The reduction in loss year-on-year principally reflects a significantly lower fair value movement on investments of £346,928 (2024: £4,312,519).

Net assets increased materially to £2,865,895 at 30 September 2025 (2024: £937,381), driven by new equity capital raised during the year and the increased carrying value of the Company's investment in SatoshiPay Limited ("SatoshiPay"). The valuation of investments at the year end was £1,553,643 (2024: £970,394).

During the year, the Company increased its exposure to SatoshiPay including: (i) a €75,000 subscription via a SAFE instrument; and (ii) the acquisition of 4,531 shares representing approximately 22.0% of SatoshiPay's issued share capital in consideration for the issue of 4,412,096 new ordinary shares in the Company. As at 30 September 2025, the carrying value of the Company's investment in SatoshiPay was £1,526,492. In light of the challenges in reliably determining fair value, the Board has held the investment at cost, together with additions in the year, which it considers to be a highly prudent basis of valuation.

The Company also advanced a £1,000,000 secured loan to SatoshiPay during the year to support its treasury and digital asset deployment strategy. At the year end, the loan had a fair value of £1,015,246, reflecting a fair value gain of £15,246 recognised in profit or loss. The loan is classified as a financial asset at fair value through profit or loss.

With respects to the Company's other investing companies in its portfolio, the Board took a prudent approach to valuation. The carrying value of Dynasty Gaming & Media was reduced to £13,965 and Paidia Esports Inc to £13,186 at 30 September 2025, reflecting the ongoing uncertainty around exit timing and market conditions.

Administrative expenses increased to £193,257 (2024: £162,309), primarily reflecting higher professional costs associated with capital reorganisation, fundraisings and increased transaction activity. A share-based payment charge of £126,700 was recognised in the year (2024: £nil) in connection with warrants granted to Directors in lieu of cash remuneration.

The Company undertook a 200:1 share consolidation and subdivision during the year, reducing the number of ordinary shares in issue and creating deferred shares, without changing the nominal value per ordinary share. The capital reorganisation facilitated equity fundraisings, including £1.15 million raised in July 2025, resulting in net cash generated from financing activities of £1,585,000 (2024: £100,000).

The cash position at 30 September 2025 was £313,236 compared to £5,828. The Board continues to manage cash prudently and to align Directors' remuneration with long-term shareholder value through the use of equity-linked instruments.

Extracts from the Annual Report and Accounts including the Financial Statements and Independent Auditor's Report can be found below. The full report will be available on the Company's website shortly. 

Annual General Meeting

The Annual Report and notice of Annual General Meeting ("AGM") will be posted to shareholders shortly and will be available to view on the Company's website http://www.bluestarcapital.co.uk

The AGM will be held at the offices of Cairn Financial Advisers LLP, 80 Cheapside, 3rd Floor, EC2V 6EE on Tuesday 24 March 2026 at 10:00 a.m. Shareholders wishing to vote on any matters of business at the AGM are encouraged to do so through completion of a proxy form which can be completed and submitted to the Company. Proxies should be completed and returned in accordance with the instructions on the form of proxy by no later than 10:00 a.m. on 20 March 2026.

Tony Fabrizi Executive Chairman of Blue Star Capital plc, commented:

"The last year has been one of significant change for Blue Star. We have more than doubled our shareholding in SatoshiPay to around 58% on a diluted basis. SatoshiPay, through its 100% owned business Vortex, has launched a fiat-to-crypto infrastructure platform to enable foreign exchange and instant, low-cost transactions.

"Vortex is now firmly established in Brazil, growing quickly and planning to offer a full money transfer business later this year. Although Vortex is performing strongly, It remains early-stage and is therefore difficult to value. Despite this uncertainty, the Board believes progress over the last year justifies its confidence in SatoshiPay and the potential for it to provide significant returns for Blue Star shareholders."

This announcement contains inside information for the purposes of the UK Market Abuse Regulation and the Directors of the Company are responsible for the release of this announcement.

For further information, please contact:

About Blue Star

Blue Star is an investing company with a focus on new technologies. Blue Star's investments include SatoshiPay Limited, an experienced blockchain company with a strong track record in innovative payment solutions; Dynasty Media & Gaming, whose B2B white label platform is a full-stack gaming ecosystem; Paidia, a female focussed gaming platform; and Sthaler Limited, an identity and payments technology business which enables a consumer to identify themselves and pay using just their finger.

Forward looking statement disclaimer

Certain statements made in this announcement are forward-looking statements. These forward-looking statements are not historical facts but rather are based on the Company's current expectations, estimates, and projections about its industry; its beliefs; and assumptions. Words such as 'anticipates,' 'expects,' 'intends,' 'plans,' 'believes,' 'seeks,' 'estimates,' and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties, and other factors, some of which are beyond the Company's control, are difficult to predict, and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements. The Company cautions shareholders and prospective shareholder holders not to place undue reliance on these forward-looking statements, which reflect the view of the Company only as of the date of this announcement. The forward-looking statements made in this announcement relate only to events as of the date on which the statements are made. The Company will not undertake any obligation to release publicly any revisions or updates to these forward-looking statements to reflect events, circumstances, or unanticipated events occurring after the date of this announcement except as required by law or by any appropriate regulatory authority.

Chairman's Statement

I am pleased to report a much improved performance from Blue Star Capital plc ("the Company" or "Blue Star") in the year ended 30 September 2025. In December 2024 the Company implemented a 200 to 1 share consolidation to reduce the Company's nominal value and allow it to raise funds. Approximately 50% of those funds were used to invest in SatoshiPay, our principal investment, which accounts for approximately 98% of the Company's investment portfolio. SatoshiPay has performed strongly over the last 15 months achieving a number of key operational milestones. Overall, our NAV increased by 206% to £2,865,895 (2024: £937,381) while the Company incurred a pre-tax loss of £665,606 (2024: loss £4,491,966).

As I explain later in my report, the valuation of SatoshiPay is difficult to assess with any great certainty, however the Board is pleased with SatoshiPay's progress and believes it has the potential to increase significantly in value. As recently announced, the Company currently owns around 50% of SatoshiPay on an undiluted basis which increases, post conversion of all existing SAFE instruments, to just over 58%. The Company ended the year with cash of £313,236 (2024: £5,828). We provide the following portfolio company overviews for the year ended 30 September 2025.

SatoshiPay            

SatoshiPay's mission is to connect the world through instant payments. To achieve this ambition, SatoshiPay initially focussed on building the Pendulum Network Project ("Pendulum").

Pendulum, a smart-blockchain infrastructure technology company, was built to help decentralize forex and traditional finance, by providing the missing link between fiat currency and De-Fi ecosystems through a sophisticated smart contract network.

As previously reported, despite meeting key operational milestones Pendulum struggled to build meaningful industry support and the required user interest in its product offering to move forward as originally intended.

Over the last year the SatoshiPay team have worked hard to transform Pendulum from a Layer-1 infrastructure into a focused Web3 settlement layer supporting crypto ramping, FX applications and cross-border payments.

SatoshiPay currently owns approximately 20.6 million PEN tokens in vesting, which have a value of approximately US$394,000 based on the closing PEN token price of US$0.01912481 on 24 February 2026.

The second project incubated by SatoshiPay was Nabla.fi. Nabla is a next-generation decentralised exchange designed to optimise swap rates and consequently provide attractive FX rates on-chain. Nabla was launched on Arbitrum and Base generating yield on crypto tokens such as WTBC, WETH and USDC through trading volumes.

SatoshiPay have worked closely with Nabla during the last year and Nabla have made significant progress. Most notably, Nabla has successfully integrated with DEX aggregators like OOGA BOOGA, KyberSwap and 0x on various EVM chains.

For successfully incubating Nabla, SatoshiPay owns approximately 51.9 million NABLA tokens in vesting, which have a value of approximately US$183,270 based on the closing NABLA token price of US$0.00352960 on 24 February 2026.

In last year's results we explained that since the middle of 2024 the Company's focus and resources have been targeted predominantly at Vortex, a project built on Pendulum.

The Vortex platform enables users to seamlessly swap stablecoins for local fiat currencies at significantly lower costs than current market rates. This presents a substantial opportunity in a rapidly growing market, with stablecoin payments valued at US$390 billion in 2025.

Vortex's business model is built around enabling easy to complete currency conversions and bank transfers with ultra-low costs and no hidden fees. Vortex achieves this with a stablecoin-optimised decentralized exchange together with local currency on and off ramp partners. By leveraging chain abstraction, Vortex offers a fluid user experience across different blockchain ecosystems. Importantly, Vortex builds on top of Nabla technology and uses Pendulum infrastructure for providing its service to users of various blockchains, e.g. Polygon.

Although the Vortex platform has been operational since early 2025, the first significant transaction volumes only occurred in October 2025 and reached over $10 million in January 2026. It's main market is currently Brazil but it is also operational in Europe, Argentina and with US expansion underway through the Alfredpay partnership. In terms of clients, the focus has been on securing institutional API clients and large-volume users, although discussions are progressing with ramp aggregators, wallet providers and DeFi protocols which provide access to a broader, retail client base. Progress is being made on expanding the global reach of Vortex initially across Latin America and then the USA with the ultimate goal of offering a global money transfer business.

Blue Star has supported SatoshiPay by investing heavily in the business. As mentioned earlier, Blue Star raised £150,000 in January 2025 which allowed it to provide additional working capital to SatoshiPay through a SAFE (Simple Agreement for Future Equity) structure. This instrument was marketed to existing investors in SatoshiPay and Blue Star subscribed for €75,000 in the first SAFE funding round of €400,000. The first SAFE had a valuation cap of €2.5 million, which sets the maximum price at which the SAFE funding converts.

On 26 June 2025 the Company announced that it had agreed a share swap with the two largest shareholders in SatoshiPay to exchange shares in SatoshiPay for new shares in Blue Star. The Board felt this transaction represented an excellent opportunity for Blue Star to significantly increase its shareholding in SatoshiPay on attractive terms from around 28% to approximately 50%.

In early July, the Company successfully raised £1.15 million, the principal purpose of which was to provide SatoshiPay with a loan to build out its treasury operations. The £1 million loan was used by SatoshiPay to acquire holdings in Bitcoin and Ethereum and was central to providing liquidity to Vortex.

Post year end the Company funded a second SAFE round of €250,000 in October 2025, which had a valuation cap of €3.5 million. These funds were used by SatoshiPay to fund ongoing working capital requirements while Vortex became fully operational.

On 23 February 2026, the Company announced that it had taken the decision to request repayment of €115,000 of the loan it had made to SatoshiPay to provide the Company with working capital for the remainder of 2026. The balance of the loan was exchanged for two further SAFE agreements, one for €250,000 with a valuation cap of €3.5 million and another for €293,634 with a valuation cap of €2.5 million. This lower valuation cap was agreed as a reflection of the support given by the Company to SatoshiPay over the last 15 months. In the last three SAFE rounds Blue Star was the only participant in the agreements.

A SAFE structure provides investors with both downside protection in addition to a valuation cap and importantly does not immediately issue equity or change the shareholding structure of SatoshiPay. Conversion of the SAFE funding into equity will only occur in the event of satisfying its predefined conditions, including but not limited to; a future funding round, a change of control, or an IPO, as outlined in the SAFE agreement.

Assuming the SAFE agreements are exercised in full at the capped valuations, Blue Star's shareholding in SatoshiPay would increase to no less than approximately 58%. SatoshiPay will continue to deploy the funds provided by the Company recent SAFE investments to provide support for Vortex and working capital for SatoshiPay for the remainder of 2026.

In terms of valuing Blue Star's shareholding in SatoshiPay, the Board has historically valued investments on the basis of the last external fund raise. The last formal external equity fund raise took place in 2019 and clearly SatoshiPay has changed fundamentally in the last 6 years. For the current year, the Board has used cost as the basis of valuing SatoshiPay. This valuation does not include the last 3 SAFE investments which were all made post year end. On this basis Blue Star's 50% shareholding has been given a value of approximately £1.5 million. The Board believes this valuation is highly prudent and could significantly undervalue Blue Star's shareholding in SatoshiPay. The true valuation of SatoshiPay only being more accurately determined at the time of a future equity round.

Esports  

Details of Blue Star's two Esports investments are provided below.

Dynasty Media & Gaming

Dynasty's management took the view in 2025 that whilst the business had developed leading technology within its sector, the challenge of growing as an independent operator in a consolidating market would be challenging and that some form of merger or acquisition would be in the best interests of Dynasty shareholders. Since that time, Dynasty has been in discussions with a number of potential partners and acquirers. To date, these discussions, while often encouraging, have not resulted in a deal. Management remain engaged in discussions and there continues to be interest in Dynasty's technology platform. However, there is no certainty that these efforts will prove successful and without a transaction, it is likely that the business will have to close Blue Star's shareholding in Dynasty currently represents 1.94% and was included in last year's accounts at a carrying value of approximately £279,300. Based upon the material uncertainty regarding Dynasty's future the Board has decide to take a 95% write down on the value of its investment reducing the carrying value to £13,965.

Paidia

Paidia remains operational on a lean and disciplined structure. The businesses focus is now on partnerships, allowing Paidia's technology products time in market to prove usage and revenue.

As a result of this restructuring, Paidia have achieved multiple consecutive months of modest but positive net income. Partnerships now generate the majority of revenue at very low operating cost.

Paidia's technology product is fully functional and is live in the market, with strong usage and modest early revenue. They are reinvesting a small portion of operating profit into targeted advertising to validate conversion and grow demand.

Looking ahead, Paidia's management continue to explore acquisition and exit opportunities while maintaining their partnerships business and investing selectively in scalable, technology-driven revenue streams. Their goal is to grow the tech product into repeatable revenue while sustaining a disciplined, profitable operating base.

Blue Star's holding was valued in last year's accounts at approximately £96,000. Given the challenging market conditions, the Board has decided to write down the investment by 86% to a carrying value of £13,186.

Outlook

The future of Blue Star is clearly inextricably linked to the future success of Vortex and its associated impact on the valuation of SatoshiPay. Vortex is now firmly established in Brazil and is growing quickly. This plan is to replicate this model across other territories with the objective of offering a full money transfer business later this year. Although Vortex is performing strongly, it remains early-stage and it therefore remains difficult to gauge with any certainty whether it will ultimately be successful.

During the last year the Board has taken steps to increase its shareholding in SatoshiPay and believes its current shareholding of approximately 58% in SatoshiPay could provide significant returns for Blue Star shareholders.

In the meantime, the Board continues to take all actions possible to eliminate all non-essential spending and cut costs wherever possible. The Board recently agreed to receive a majority of its remuneration for 2026 in warrants as a sign of its confidence and to preserve cash The Board will update shareholders as soon as it has any meaningful news.

Anthony Fabrizi

Executive Chairman

26 February 2026

Strategic Report

The Directors present their strategic report on the Company for the year ended 30 September 2025.

Review of Business and Analysis Using Key Performance Indicators       

The full year's loss was £665,606 compared to a loss of £4,491,966 for the year ended 30 September 2024.

Net assets have increased to £2,865,895 at 30 September 2025, changing from £937,381 at 30 September 2024.

The cash position at the end of the year increased to £313,236 from £5,828 as at 30 September 2024.

During the year, there was a fair value decrease in the company's investment assets of £362,174 (2024: £4,312,519 loss). A full review of the company's portfolio investments is provided in the Chairman's statements.

Key Performance Indicators             

The Board monitors the activities and performance of the Company on a regular basis. The indicators set out below have been used by the Board to assess performance over the year to 30 September 2025. The main KPIs for the Company are listed as follows:

Investing Policy   

Assets or companies in which the Company can invest

The Company can invest in assets or companies in, inter alia, the following sectors:

•              Technology;

•              Gaming and esports; and

•              Media

The Company's geographical range is mainly UK companies but considers opportunities globally and will actively co-invest in larger deals.

The Company can take positions in investee companies by way of equity, debt or convertible or hybrid securities.

Whether investments will be active or passive investments

The Company's investments are passive in nature but may be actively managed. The Company may be represented on, or observe, the boards of its investee companies.

Holding period for investments

The Company's investments are likely to be illiquid and consequently are to be held for the medium to long term.

Spread of investments and maximum exposure limits, policy in relation to cross-holdings and investing restrictions The Company does not have any maximum exposure limits, limits on cross-holdings or other investing restrictions. Under normal circumstances, it is the Directors' intention not to invest more than 10% of the Company's gross assets in any individual company (calculated at the time of investment). The Company has accumulated a 50% stake in SatoshiPay, which the Board believes represents a rare opportunity to generate significant shareholder value.

Policy in relation to gearing

The Directors may exercise the powers of the Company to borrow money and to give security over its assets. The Company may also be indirectly exposed to the effects of gearing to the extent that investee companies have outstanding borrowings.

Returns and distribution policy

It is anticipated that returns from the Company's investment portfolio will arise upon realisation or sale of its investee companies, rather than from dividends received. Whilst it is not possible to determine the timing of exits, the Board will seek to return capital to shareholders when appropriate.

Future developments

The Company is working closely with its largest investee business, SatoshiPay, to build a global money transfer business.

Promotion of the Company for the benefit of the members as a whole               

The Director's believe they have acted in the way most likely to promote the success of the Company for the benefit of its members as a whole, as required by s172 of the Companies Act 2006.

The requirements of s172 are for the Directors to:

•              Consider the likely consequences of any decision in the long term,

•              Act fairly between the members of the Company,

•              Maintain a reputation for high standards of business conduct,

•              Consider the interests of the Company's employees,

•              Foster the Company's relationships with suppliers, customers and others, and

•              Consider the impact of the Company's operations on the community and the environment.

The following paragraphs summarise how the Directors fulfil their duties:

The Company is quoted on AIM and its members will be fully aware, through detailed announcements, shareholder meetings and financial communications, of the Board's broad and specific intentions and the rationale for its decisions. The Board recognises its responsibility for setting and maintaining a high standard of behaviour and business conduct. There is no special treatment for any group of shareholders and all material information is disseminated through appropriate channels and available to all through the Company's news releases and website.

When selecting investments, issues such as the impact on the community and the environment have actively been taken into consideration. The Company's approach is to use its position to promote positive change for the people with whom it interacts.

The Company is committed to being a responsible business. The Company pays its employees and creditors promptly and keeps its costs to a minimum to protect shareholders funds. There were no employees in the Company other than the three Directors in the current and two Directors in the prior-year and therefore effectiveness of employee policies is not relevant for the Company.

Principal risks and uncertainties      

The Company seeks investments in late-stage venture capital and early-stage private equity opportunities, which by their very nature allow a diverse portfolio of investments within different sectors and geographic locations.

The Company's primary risk is loss or impairment of investments. This is mitigated by careful management of the investment and in particular, only continuing to support those investments which demonstrate potential to achieve a positive exit and decisively determining those which do not. Portfolio and capital management techniques are fully applied according to industry standard practice.

It may be necessary to raise additional funds in the future by a further issue of new Ordinary shares or by other means. However, the ability to fund future investments and overheads in Blue Star Capital Plc as well as the ability of investments to return suitable profit cannot be guaranteed, particularly in the current economic climate.

The value of companies similar to those in Blue Star Capital's portfolio and in particular those at an early stage of development, can be highly volatile. The price at which investments are made, and the price which the Company may realise for its investment, will be influenced by a large number of factors, some specific to the Company and its operations and some which may affect the sector.

By Order of the Board

Anthony Fabrizi

Executive Chairman

26 February 2026

Directors' Report

The Directors present their report together with the audited financial statements for the year ended 30 September 2025.

Results and dividends        

The trading results for the year ended 30 September 2025 and the Company's financial position at that date are shown in the enclosed financial statements.

The Directors do not recommend the payment of a dividend for the year (2024: £nil).

Principal activities and review of the business             

The principal activity of the Company is to invest in the technology and the esports and gaming sectors. A review of the business is included within the Chairman's Statement and Strategic Report.

Directors serving during the year   

Anthony Fabrizi

Sean King

Meinhard Benn (appointed 14 May 2025)

Directors' interests            

The Directors at the date of these financial statements who served, and their interest in the ordinary shares of the Company, are as follows:

Following the year-end, on 5 January 2026, there was a grant of warrants (refer to Note 23). The Directors' interest following this grant are as follows:

Significant shareholders    

As at 19 February 2026, so far as the Directors are aware, the parties who are directly or indirectly interested in 3% or more of the nominal value of the Company's share capital is as follows:

Related party transactions               

Related party transactions and relationships are disclosed in note 20.

Going concern     

The Company has reported a loss for the year for the year excluding fair value loss on the valuation of investments of £318,678 (2024: £179,449).

The Company had cash reserves at the year-end of £313,236 (2024: £5,828).

During the year the Company undertook a capital reorganisation consolidating its shares in the in the ratio 200:1, this allowed the Company to raise £150,000 from a placing of new ordinary shares at a price of 2p per new ordinary share.

As part of the arrangements connected with the capital reorganisation, the Directors agreed to receive warrants in exchange for cash remuneration until January 2026.

In July 2025 the Company raised £1.15 million. £1 million of these funds were lent to SatoshiPay so it could expand its digital asset treasury operations. The Company had the right to recall the loan at its discretion at any point with a 10 day notice and gave notice on 20 February 2026 to have approximately £100,000 of the loan repaid with the balance converted into two SAFE agreements.

Based on the above and the success of future fund raising, the Directors consider that they have sufficient resources to continue trading for at least 12 months from the date of approval of these financial statements and have therefore continued to prepare the financial statements on a going concern basis.

Energy and Carbon Reporting (SECR)              

The Company is a low energy user and as such is exempt from reporting under these regulations.

The Company currently has no process for identifying and assessing climate-related risks and opportunities given they are not deemed material to the Company. The Board will keep the assessment of climate related financial disclosures under regular review.

Post balance sheet events

Post balance sheet events are disclosed in note 23.

Political Donations              

There were no political donations during the current or prior year.

Provision of information to Auditor

In so far as each of the Directors are aware at the time of approval of the report:

•              there is no relevant audit information of which the Company's auditor is unaware; and

•              the Directors have taken all steps that they ought to have taken to make themselves aware of any relevant audit information and to establish that the auditor is aware of that information.

Auditor 

Adler Shine LLP have expressed their willingness to continue as auditor and a resolution to re-appoint Adler Shine LLP will be proposed at the Annual General Meeting.

On behalf of the board of Directors

Anthony Fabrizi

Executive Chairman

26 February 2026

Independent Auditor's Report

Opinion 

We have audited the financial statements of Blue Star Capital Plc (the 'company') for the year ended 30 September 2025, which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity, the Cash Flow Statement and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and UK adopted International Accounting Standards.

In our opinion the financial statements:

•              give a true and fair view of the state of the Company's affairs as at 30 September 2025 and of its loss for the year then ended

•              have been properly prepared in accordance with UK Adopted International Accounting Standards

•              have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion 

We have conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRS's Ethical Standards as applied to listed entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Emphasis of matter - valuation of investment            

We draw your attention to Note 12 of the financial statements which describes the basis of the valuation of investments held. The valuation of unquoted investments is established using various valuation techniques and an assessment as to whether there is any objective evidence that these unquoted investments are impaired.

The basis of these valuations includes a number of variables within the calculations. These variables are subjective and are based on professional judgements of expectations and estimates.

While we have assessed the managements judgements and application of estimates in their calculations and consider these to be reasonable, as set out in key audit risks below, a variance in these subjective components could result in a material change in the valuation of the underlying investment.

Our opinion is not modified in respect of this matter.

Material uncertainty relating to going concern            

We draw your attention to note 1 to the financial statements, which indicates that the Company is reliant on future fund raisings to continue its activities as budgeted. Should future fund raisings be unsuccessful, this will impact on the Company's plans. As stated in note 1, this condition indicates that a material uncertainty exists that may cast significant doubt on the Company's ability to continue as a going concern.

Our opinion is not modified in respect of this matter.

Key Audit Matters              

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period and include the most significant risks of material misstatement (whether or not due to fraud) we identified, including those which had the greatest effect on the overall audit strategy, the allocation of resources in audit; and directing the efforts of the engagement team. The matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

The key audit matters identified were:

Valuation of investments

The company is an investment company with a focus on technology and its application within media, gaming and esports. Its value is based on its investments. The company holds only unlisted investments.

How the matter was addressed

We considered the existence of investments as well as the valuations placed on investments at the year end and whether there were any indications of impairment.

Valuation of investments was considered by reviewing evidence provided by the Directors and filed with Companies House, including the price at which the investee companies were able to issue shares in the period.

Key Observations

As a result of our work, we agreed additions to investments to share certificates and underlying contracts. Assessed key assumptions used in the valuation of unquoted investments, ensured that these were based on supportable information.

We note that in some instances the level of information available on investee company performance and prospects was limited but we are satisfied that management utilised the information available to reach a reasonable estimate of the year end valuation.

Going Concern

Refer to Note 1 to the financial statements for the directors' disclosures of related accounting policies, judgement and estimates. The directors have concluded they have a reasonable expectation that the company will have sufficient cash resources and cash inflows to continue its activities for not less than twelve months from the date of approval of these financial statements and have therefore prepared these financial statements on a going concern basis.

How the matter was addressed

We addressed this risk by reviewing the cashflow forecasts provided by the directors. Our work included but was not limited to, challenging the assumptions made by the directors, reviewing the level of expenses forecast.

We considered the cash position at the year end, the funds received post year end from loan repayment and the need for additional funding during the forthcoming year. We also considered the Directors efforts to reduce costs and to draw a reduced cash salary for the next 12 months.

Key Observations

As a result, the directors concluded, and we concurred with their assessment, that the company was reliant on raising additional funds during the forthcoming year through a placing. There is no guarantee that these placings will be successful in the current climate. The nature of the company's investments, which are all unlisted, will make it difficult to sell investments in a timely manner to obtain the necessary funds to continue its operations. However, the Directors have taken steps to reduce the amount of funds required by agreeing to not draw salaries in cash for the next 12 months. The directors concluded there was a material uncertainty due the risk of unsuccessful fund raising and we have amended our report accordingly.

Our application of materiality          

Materiality for the company was £43,400 (2024: £9,800) based on 1.5% of gross assets.

An overview of the scope of the audit          

We tailored the scope of our audit to ensure we performed enough work to be able to give an opinion on the financial statements as a whole and paying particular attention to key audit matters identified above.

The scope of our audit was influenced by our application of materiality which was calculated based on our professional judgement. These together with qualitative considerations, helped us to determine the scope of our audit and the nature, timing and extent of our audit procedures on the individual financial statement line items and disclosures and in evaluating the effect of misstatements, both individually and in aggregate on the financial statements as a whole.

Other information             

The directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor's report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinion on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken during the audit:

•              The information given in the strategic report and directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

•              The strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception      

In light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

•              adequate accounting records have not been kept by the Company, or returns adequate for our audit have not been received from branches not visited by us; or

•              the Company financial statements are not in agreement with the accounting records and returns; or

•              certain disclosures of Directors' remuneration specified by law are not made; or

•              we have not received all the information and explanations we require for our audit.

Responsibilities of directors             

As explained more fully in the statement of Directors' responsibilities set out on page 18, the Directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibility for the audit of the financial statements           

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatements, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis, of these financial statements.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which out procedures are capable of detecting irregularities, including fraud is detailed below:

We identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and then design and perform audit procedures responsive to those risks, including obtaining audit evidence that is sufficient and appropriate to provide a basis for our opinion.

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we have:

•              considered the nature of the industry and sectors, control environment and business performance;

•              made enquires of management about their own identification and assessment of the risk of irregularities;

•              performed audit work over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness and reviewing accounting estimates for bias;

•              reviewed minutes of meetings

•              undertaken appropriate sample based testing of bank transactions;

•              identified and evaluated compliance with relevant laws and regulations and made enquiries of any instances of non-compliance;

•              discussed matters among the audit engagement team regarding how and where fraud might occur in the financial  statements and potential indicators of fraud.

Due to the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Use of our report               

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Engin Zekia BSc FCA (Senior Statutory Auditor)

For and on behalf of

Adler Shine LLP, Chartered Accountants and Statutory Auditor

Aston House

Cornwall Avenue London N3 1LF

26 February 2026

Adler Shine LLP is a limited liability partnership registered in England and Wales (with registered number OC301724).

Statement of Comprehensive Income

For the year ended 30 September 2025

The notes form part of these financial statements.

Statement of Financial Position

For the year ended 30 September 2025

The financial statements were approved by the Board, authorised for issue on 26 February 2026 and were signed on its behalf by:

Anthony Fabrizi

Director

Registered number: 05174441

The notes form part of these financial statements.

Statement of Changes in Equity

For the year ended 30 September 2025

Share capital

Share capital represents the nominal value on the issue of the Company's equity share capital, comprising £0.001 ordinary shares.

Share premium

Share premium represents the amount subscribed for the Company's equity share capital in excess of nominal value.

Deferred shares

During the year a capital reorganisation was completed consolidating every 200 ordinary shares into 1 new share, and then subdividing and reclassifying each consolidated share into 1 ordinary share of £0.001 and 199 deferred shares of £0.001.

A total of 5,067,309,131 deferred shares were created with an aggregate nominal value of £5,067,309.

The portion of the existing share capital that exceeded at value of the new ordinary shares issued was reclassified to deferred shares.

Other reserves

Other reserves represent the cumulative cost of share-based payments.

Retained earnings

Retained earnings represent the cumulative net income and losses of the Company recognised through the statement of comprehensive income.

The notes form part of these financial statements.

Cash Flow Statement

For the year ended 30 September 2025

The notes form part of these financial statements.