Press release

3 September 2025

Vaultz Capital plc

("Vaultz Capital", "Vaultz" or the "Company")

Final Results for the year ended 30 April 2025

Vaultz Capital plc (AQSE: V3TC), a digital asset operating company, is pleased to announce its audited final results for the year ended 30 April 2025.

Chairman's Statement

I am pleased to present the Annual Report and Financial Statements of Vaultz Capital plc ("the Company" or "Vaultz") for the year ended 30 April 2025 - a year which concluded with a solid platform of activity and set the stage for a significant strategic transformation shortly thereafter.

Post-Balance Sheet Transformation

Following the financial year-end, the Company underwent a major repositioning, including a reclassification to an operating company and a change of name to Vaultz Capital plc, reflecting our new strategic direction. This post balance sheet event marks a critical inflection point in the Company's evolution into an operational business focused on scalable participation in the Bitcoin infrastructure ecosystem.

Operating Strategy

The repositioning formalises our post period pivot towards building a revenue-generating business model centred on acquiring and managing Bitcoin hashrate - the underlying computational power that supports and secures the Bitcoin network. Our objective is to monetise block rewards and transaction fees, and we are pursuing Cloud Mining arrangements to secure diversified and guaranteed access to hashrate.

The main purpose for Vaultz mining efforts is to create revenue by mining and releasing coins into the coin economy. Whenever a Bitcoin transaction takes place, in order to be final, it needs to be validated. These transactions are validated in batches called blocks by miners. Every block has to be solved, or mined, in order to be confirmed on the blockchain. Solving of a block involves mathematical puzzles which are difficult to solve and requires significant computational power to achieve successfully.

Upon successfully mining a block, a reward in Bitcoin is given to the Company in return, together with all the transaction fees association with the transactions in that block. Thus, our mining operations are fundamentally a competition of mathematical puzzles to solve for the reward of coins.

Direct Hardware Ownership

Direct hardware ownership strategy involves purchasing and operating specialized equipment - ASICs (Application-Specific Integrated Circuits) - to mine blocks and thus we could earn newly minted Bitcoin. This approach offers the potential for direct coin accumulation and more control over mining operations, but it requires significant upfront investment and ongoing operational costs. Consequently, we have taken a different approach and focus our efforts on Cloud Mining.

Cloud Mining

At its core, Cloud Mining is simple; we have entered into a contract with a cloud mining platform who broker hashrate between full-blown mining facilities equipped with mining hardware, and buyers that wish to purchase guaranteed hashrate without investing significant capital upfront. We pay a fee for this as a managed service based on the computing power we commit to purchasing. Our provider manages the commitment, while we receive a share of the mined cryptocurrencies.

Cloud Mining presents fewer maintenance issues than Direct Hardware Ownership. With less hardware in the form of fewer servers, our maintenance costs are immediately lowered. It also allows us the flexibility to increase or decrease hashrate commitment depending on the difficulty of the blockchain, maximising our potential returns for committed spend.

As a result, our Bitcoin mining operation is made more efficient and cost-effective by outsourcing key mining technology services.

Bitcoin Treasury Policy

Concurrent with the operational pivot, the Company also adopted a Bitcoin Treasury Policy - another key development that occurred post year-end. This policy enables us to hold Bitcoin on the balance sheet as a long-term reserve asset, consistent with our conviction in its role as sound monetary infrastructure. Together, these two initiatives define a dual operating and treasury-led strategy that we believe offers significant upside potential. As at the date of this report the Company holds 135 Bitcoin in its Treasury.

Residual Portfolio Actions

In line with our focus on core digital asset activities, the Board has resolved to write down the carrying value of our investment in Vestigo Technologies Ltd ("Vestigo") to nil, reflecting ongoing shareholder disputes and limited visibility on near-term value realisation. On 18 August 2025, we sold our interest in Blue Star Helium Ltd, releasing capital for redeployment into Bitcoin network infrastructure and Treasury activities. These actions underline our disciplined approach to capital allocation and our commitment to concentrating resources on scalable, revenue-generating operations within the Bitcoin ecosystem.

Fundraising and Market Support

Post year-end, the Company successfully raised gross proceeds of approximately £14 million through a combination of institutional placings and WRAP Retail Offers, ensuring inclusive participation for existing shareholders. These proceeds provide the capital foundation required to pursue our updated strategic objectives.

Strengthened Leadership & Advisory Expertise

Following the year end, we strengthened our leadership team with the appointment of Eric Benz as Chief Executive Officer, bringing deep experience in digital assets, fintech, and high-growth technology ventures. We also established a Blockchain Advisory Board to guide our blockchain infrastructure, regulatory engagement, and treasury strategy. Initial members include Hans Henrik Hoffmeyer, co-founder and former COO of Coinify Aps ("Coinify"); Marc Taverner, CEO and Co-Founder of FE Swiss Financial AG ("XEROF") and former Executive Director of International Association for Trusted Blockchain Applications ("INATBA"); and Adam Vaziri, CEO of Blockpass UK Ltd ("Blockpass").

Outlook

While the financial statements reflect our position as at 30 April 2025, the developments since year-end represent a profound strategic shift. With a clear operating model, a Bitcoin-aligned treasury strategy, strengthened leadership, and a disciplined capital allocation framework, Vaultz Capital plc is well positioned to capitalise on the growing global demand for digital infrastructure exposure through a listed UK vehicle.

On behalf of the Board, I thank our shareholders for their continued support and look forward to delivering long-term value as Vaultz Capital plc.

Charlie Wood, Non-Executive Chairman

2 September 2025

STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 30 APRIL 2025

The statement of comprehensive income has been prepared on the basis that all operations are continuing operations. The accompanying notes form part of these financial statements.

STATEMENT OF FINANCIAL POSITION

AS AT 30 APRIL 2025

The accompanying notes form part of these financial statements.

The financial statements were approved by the board on 2 September 2025 by:

Charlie Wood, Non-Executive Chairman

STATEMENT OF CHANGES IN EQUITY

 AS AT 30 APRIL 2025

The accompanying notes form part of these financial statements.

STATEMENT OF CASH FLOW

FOR THE YEAR ENDED 30 APRIL 2025

There were no material non-cash transactions during the year.

In the prior year there was the following items:

•           £15,000 of shares were issued in lieu of payment for a brokerage retainer; and

•           £17,500 of shares were issued in lieu of payment for commission on a capital raise

The accompanying notes form part of these financial statements.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 APRIL 2025

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.

During the year the Company's principle activity was acquiring investments in the natural gas or technology sector. Subsequent to year end 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.

2.    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 2025. The Company will adopt additional 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 2025 have been prepared by Vaultz Capital plc in accordance with the requirements of the AQSE Rules, UK adopted international accounting standards ('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 (including derivative instruments) 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 in note 2.9.

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 and also note 2.2 of the financial statements. In addition, note 16 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.

Since the year end, the Company has successfully raised gross proceeds of approximately £14 million through a series of placings and a WRAP Retail Offer. These funds have been deployed towards securing 135 BTC, and providing additional working capital. As at the date of approval of these financial statements, the Company's cash resources are 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 significant equity funding post year end, with continued support from shareholders and institutional investors;

· The current cash position exceeds anticipated working capital needs and includes a liquidity buffer sufficient to sustain operations in the event of a severe downturn in Bitcoin prices; and

· 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. 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, net of any related income tax benefits.

Equity-settled share-based payments are credited to a share-based payment reserve as a component of equity until related options or warrants are exercised or lapse. See note 2.7.

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 losses includes all current and prior period results as disclosed in the income statement.

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 instruments

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.  

The Company holds an investment in Blue Star Helium Limited. This is an equity investment which is held for trading, and as such it has been classified as a current financial asset at fair value through profit or loss.

During the prior 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. 

For Blue Star Helium Limited the initial investment was recognised at the fair value of the consideration paid in AUD of $400,000 translated into GBP of £219,949 at the date of acquisition. Trackimo was purchased for £250,000 and initially recognised at cost. See note 13 for further information on subsequent measurement.

Debt instruments 

Amortised cost: Assets that are held for collection of contractual cash flows, where those cash flows represent solely payments of principal and interest, are measured at amortised cost. Interest income from these financial assets is included in finance income using the effective interest rate method. Any gain or loss arising on derecognition is recognised directly in profit or loss and presented in other gains/(losses) together with foreign exchange gains and losses. Impairment losses are presented as a separate line item in the statement of profit or loss. 

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. 

At the year end the Company has recognised a fair value loss in the investment in Blue Star Helium Limited. This loss has been determined by reference to the closing share price of Blue Helium Limited at 30 April 2024. See note 13.

d) 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.       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.

2.8. 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.

2.9. 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.

Recoverability and valuation of equity investment

During the prior year, the Company invested £250,000 for the issue of shares in the private company Vestigo Technologies Ltd. The recoverability and valuation of the investment is considered a critical accounting estimate due to the lack of a public market to sell the shares as a well as no observable market prices in which to base a valuation. Refer to note 13 for further details.

There were no other material accounting estimates in the year.

          2.10      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 2024 which do not have a material impact on the Company:

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): 

^{*-Not yet endorsed in the UK}

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 seeking a suitable investment target. 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.

4.    Other Income

1 - In 2023 as the Company had not received a VAT number, a provision was raised against a potential refund. In the current year the Company successful received its refund from HMRC and the provision was reversed against other income.

2 - 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.

5.    Operating Loss

Operating loss for the Company is stated after charging:

6.    Employees

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

The aggregate payroll costs of these persons were as follows:

7.    Auditor's Remuneration

The Company has accumulated tax losses of approximately £764,879 (2024: £664,293) 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 £191,219 (2024: £166,027).

8.    Taxation

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

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.

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 14 for further details.

10.  Cash and cash equivalents

All cash at bank is held as GBP. The funds are held in non-standard banks (Revolut 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.

11.  Trade and other receivables

12.  Trade and other payables

¹  Payroll liabilities relate to accrued directors fees and payroll tax liabilities of which payment has been deferred whilst the Company preserves its cash.

13.  Investments held at fair value through profit or loss

Current (Tier 1)

            Non-Current (Tier 3)

¹   On 3 November 2021, the Company acquired an investment in Blue Star Helium Limited. The investment totalled AUD $400,000 at AUD 5.6 cents per share and was part of a AUD $15 million fundraise. The Company holds 7,142,858 shares in Blue Star Helium Limited representing 0.45% of the total issued shares in that company.

The investment was recognised as a financial asset held at fair value through profit and loss. It is classified as a current asset as the Company views this as an asset which is likely to be held for the short term only.

During the year a fair value loss was recognised in the income statement reflecting the fall in value from the last revaluation date to AUD 0.8 cents per share at the date of these accounts. The shares were initially purchased for AUD 5.6 cents per share.

As at the date of this report the Company has disposed of its entire holdings in Blue Star Helium.

²   During the prior year 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. In accordance with IAS 36 - Impairment of Assets, a formal impairment assessment was performed, which concluded that both fair value 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 at year end, with the impairment recognised immediately in profit or loss as an exceptional, non-cash item.

Accounting standards, including IFRS 13, prescribe a three-level hierarchy for fair valuing financial instruments. The investment in Blue Star Helium Limited has been measured and recognised in the financial statements at Level 1 as the entity is publicly quoted 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.

14.  Share capital and share premium

1)   On 21 September 2023 the Company raised net proceeds of £250,000 through the issue of 6,250,000 new ordinary shares of 1 pence each at price of 4 pence per share ("Placing Shares") and issued an additional 812,500 new ordinary shares of 1 pence each at price of 4 pence per share ("Fee Shares") in relation to the Placing and broking fee retainer.

15.  Share based payment reserves

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: 

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

The weighted average exercise price of the warrants exercisable at 30 April 2025 is £0.10 (2024: £0.05).

The weighted average time to expiry of the warrants as at 30 April 2025 is 1.19 years (2024: 0.14 years).

16.  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:

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 (2025: £nil; 2024: £250,000)

·      Blue Star Helium is denominated in Australian Dollars (2025: £27,379; 2024: £29,689).

Due to the minimal amount of transactions in AUD, the Company does not consider hedging its investment in Blue Star Helium Limited beneficial because the cash flow risk created from such hedging techniques would outweigh the risk of foreign currency exposure. Whilst the investment is subject to price fluctuations, market risk is also not deemed a material risk as the investment has been sold subsequent to the year end.

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

 The table below shows the currency profiles of cash and cash equivalents:

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. 

Liquidity risk 

During the year ended 30 April 2025, the Company was financed by cash raised through equity funding. Funds raised surplus to immediate requirements are held as cash deposits in Sterling. 

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.

The table below shows the undiscounted cash flows on the Company's financial liabilities as at 30 April 2025 on the basis of their earliest possible contractual maturity.

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.

17.  Related Party Transactions

Provision of services

Orana Corporate LLP has a service agreement with the Company for the provision of accounting, Company secretarial and corporate finance services. In the year Orana Corporate LLP accrued £24,000 (2024: £25,366) for these services from the Company. 

Directors' remuneration

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

As at 30 April 2025 the Director's were owed the following amounts:  Fungai Ndoro £65,000 (2024: £41,000), Neil Ritson £65,000 (2024: £41,000) and Charlie Wood £58,700 (2024: £34,700).

Other than these there were no other related party transactions.

18.  Ultimate Controlling Party

As at 30 April 2025 there was no ultimate controlling party of the Company. 

19.  Contingent liabilities

As at 30 April 2025 (2024:£Nil) there were no contingent liabilities for the Company.

20.  Capital Commitments

As at 30 April 2025 (2024:£Nil) there were no capital commitments for the Company.

21.  Events Subsequent to year end

On 29 May 2025, the Company entered into a strategic Memorandum of Understanding with NewQube Holdings Ltd to establish a Bitcoin treasury function and announced a conditional capital raise of £1.2 million, alongside plans to change its name to Vaultz Capital Plc.

On 2 June 2025 the Company purchases 10 BTC at an average purchase price of £77,457 for total consideration of £774,570.

On 18 June 2025 the Company granted 48,500,000 share options over new ordinary shares to members of senior management and the board of Directors. The following were awarded options:

·      Alex Appleton - 14,000,000

·      Sarah Gow - 13,000,000

·      Charlie Wood - 4,000,000

·      Fungai Ndoro - 3,000,000

·      Pierre Villeneuve - 13,000,000

·      Other consultants - 1,500,000

The options have an exercise price of 17p and expire 36 months after grant date.

On 20 June 2025 the Company completed a placing of 43 pence per share resulting in the issue of 9,302,326 shares raising gross proceeds of £4,000,000. As part of the raise 1,165,530 warrants were issued to the broker that are exercisable at the issue price.

On 24 June 2025, the Company received notice of the exercise of warrants over 200,000 new ordinary shares at an exercise price of 10 pence per share, yielding proceeds of £20,000. These shares were admitted around 30 June 2025, increasing issued share capital and voting rights to 116,752,976 ordinary shares. The Company also completed its first purchase of Bitcoin for an average purchase price of £77,457.

On 30 June 2025, the Company made a further Bitcoin purchase of 40 BTC at an average price of £80,788 per Bitcoin (total consideration of £3,231,525), bringing total holdings to 50 Bitcoin with an average cost of £80,122 and a cumulative spend of £4,006,095.

On 2 July 2025, the Company completed an oversubscribed placing and a WRAP Retail Offer at 15.5 pence per share, resulting in the issue of 6,451,613 new ordinary shares and gross proceeds of approximately £1 million. These shares were admitted to trading on or around 7 July 2025, raising the total issued share capital to 123,204,589 ordinary shares.

On 4 July 2025, Vaultz Capital Plc confirmed the appointments of Alex Appleton as Chief Executive Officer and Director, and Sarah Gow as Chief Operating Officer and Director, following shareholder approval at the General Meeting on 18 June 2025. On 1 August 2025, the Company announced that Alex Appleton (CEO), Sarah Gow (COO), and Pierre Villeneuve (CFO) had resigned from their positions and stepped down from the Board with immediate effect, with all options immediately lapsing. Additionally the 1,500,000 options issued to an outside consultant on 18 June 2025 have also lapsed.

On 7 July 2025, Neil Ritson resigned from his role as Non-Executive Director with immediate effect.

On 11 July 2025, a further placing raised £1 million through the issue of 6,060,607 ordinary shares at 16.5 pence per share. Admission of these shares took place around 17 July 2025.

On 21 July 2025 the Company purchased 20 BTC at an average purchase price of £88,981 bringing the total BTC purchases to 70 BTC. The Company also confirmed it had successfully secured 20 PH/s of hashrate capacity - equivalent to approximately 200 mining units.

On 31 July 2025 the Company announced a proposed capital raising of approximately £6 million (before expenses) through a subscription and placing of new ordinary shares at 7.75 pence per share. The Company has successfully secured £4.275 million via the subscription of 55,161,290 new ordinary shares, with Aura Digital Limited contributing approximately £2.6 million as cornerstone investor. The Company also announced changes to its Board, the intended appointment of Erik Benz as Chief Executive Officer (subject to regulatory due diligence), and the formation of a Bitcoin Advisory Board comprising leading industry figures to support its digital asset and Bitcoin treasury strategy. Application for admission of the new shares to trading on AQSE was made, with settlement and admission occurred on or around 7 August 2025.

On 6 August 2025, the Company made another Bitcoin treasury acquisition, purchasing 47.853279 BTC at an average price of £89,335.57 per Bitcoin (total consideration of £4,274,999.96). This brought total Bitcoin holdings to approximately 117.85 BTC, with an overall average cost of £85,183.37 and total consideration of £10,039,140.

On 13 August 2025 the Company purchased 17.146 BTC at an average purchase price of £88,640  bringing the total BTC purchases to 135 BTC.

On 11 August 2025 Adam Vaziri was appointed to the Company's Bitcoin Advisory Board, effective immediately.

On 15 August 2025 Aleksander ("Aleks") Nowak as Chief Operating Officer (COO), in a non-Board position, of the Company with immediate effect.

On 22 August 2025 the Company announced the appointment of James Bowater as Global Head of Partnerships of the Company, a non-Board appointment, with immediate effect.

The Directors are responsible for the release of this announcement.

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Important Notices

The Company intends to hold treasury reserves and surplus cash in Bitcoin. Bitcoin is a type of cryptocurrency or cryptoassets. Whilst the Board of Directors of the Company considers holding Bitcoin to be in the best interests of the Company, the Board remains aware that the financial regulator in the UK (the Financial Conduct Authority or FCA) considers investment in Bitcoin to be high risk. At the outset, it is important to note that an investment in the Company is not an investment in Bitcoin, either directly or by proxy and shareholders will have no direct access to the Company's holdings. However, the Board of Directors of the Company consider Bitcoin to be an appropriate store of value and potential growth and therefore appropriate for the Company's reserves. Accordingly, the Company is and intends to continue to be materially exposed to Bitcoin. Such an approach is innovative, and the Board of Directors of the Company wish to be clear and transparent with prospective and actual investors in the Company on the Company's position in this regard.

The Company is neither authorised nor regulated by the FCA, and the purchase of certain cryptocurrencies (such as Bitcoin) are generally unregulated in the UK. As with most other investments, the value of Bitcoin can go down as well as up, and therefore the value of the Company's Bitcoin holdings can fluctuate. The Company may not be able to realise its Bitcoin holdings for the same as it paid to acquire them or even for the value the Company currently ascribes to its Bitcoin positions due to market movements. Neither the Company nor investors in the Company's shares are protected by the UK's Financial Ombudsman Service or the Financial Services Compensation Scheme.

Nevertheless, the Board of Directors of the Company has taken the decision to invest in Bitcoin, and in doing so is mindful of the special risks Bitcoin presents to the Company's financial position. These risks include (but are not limited to): (i) the value of Bitcoin can be highly volatile, with value dropping as quickly as it can rise. Investors in Bitcoin must be prepared to lose all money invested in Bitcoin; (ii) the Bitcoin market is largely unregulated. There is a risk of losing money due to risks such as cyber-attacks, financial crime and counterparty failure; (iii) the Company may not be able to sell its Bitcoin at will. The ability to sell Bitcoin depends on various factors, including the supply and demand in the market at the relevant time. Operational failings such as technology outages, cyber-attacks and comingling of funds could cause unwanted delay; and (iv) cryptoassets are characterised in some quarters by high degrees of fraud, money laundering and financial crime. In addition, there is a perception in some quarters that cyber-attacks are prominent which can lead to theft of holdings or ransom demands. Prospective investors in the Company are encouraged to do your own research before investing.