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Disseminated via PRN on 29 January 2026
Vaultz Capital plc
("Vaultz Capital", "Vaultz" or the "Company")
Half-Year Report for the Six Months Ended 31 October 2025
Vaultz Capital plc (AQSE: V3TC | FRA: VJ2 | OTCQB: VZTCF), a digital asset operating company, presents its unaudited interim results for the six-month period ended 31 October 2025.
Chairman’s Statement
I am pleased to present the Chairman’s Statement for the Company for the six-month period from 1 May 2025 to 31 October 2025.
The Company established a Bitcoin Treasury and adopted a digital operating strategy, as well as received approval to change its name to Vaultz Capital plc on 18 June 2025.
During the period, Vaultz successfully raised a total of approximately £14.25 million to support its operational strategy through the issuance of ordinary shares which strengthened our balance sheet and provided additional resources to deploy in line with our Bitcoin treasury objectives.
In line with our strategy to build a meaningful presence in the Bitcoin ecosystem, the Company continued to acquire Bitcoin throughout the period. These acquisitions increased our holdings to a total of 135 Bitcoin. During the period, Vaultz secured approximately 20 PH/s of deployed hash rate capacity, equating to around 200 mining units, as part of its broader digital asset infrastructure strategy. This capacity contributes to the validation of transactions and the overall security and decentralisation of the Bitcoin network, while positioning the Company with operational exposure to a core component of the Bitcoin ecosystem.
During the period, the Company applied for its shares to trade and was successfully admitted on the OTCQB, as well as the Frankfurt Stock Exchange. The purpose of listing on these additional exchanges is to enhance the Company's visibility, broaden our global investor base and enhance the liquidity of the Company’s shares.
Through partnerships with Xapo Bank and Bitgo, the Company has implemented a multi-custodian framework in line with institutional best practice for digital asset security. The use of multiple regulated and insured custodians reduces reliance on any single provider and enhances the overall resilience of the Company’s Treasury arrangements. This structure aligns with institutional expectations and reflects the Board’s commitment to strong governance and risk management.
During the period, Neil Ritson stepped down as a director of the Company. The Board of the Company now consists of Charlie Wood, Fungai Ndoro and Eric Benz. Aleks Nowack joined the team in August 2025 as Chief Operating Officer in a non-board position.
For the months leading up to the end of 2025, Vaultz has been proactively working to increase the profile of the Company and has been attending various leading industry events and conferences, including, TOKEN2049 in Singapore, the Digital Asset Summit in London, Bitcoin MENA, Abu Dhabi Finance Week, and the Tokenized Capital Summit. The team has engaged with investors and connected with various influential figures in the space.
While the landscape for treasury-focused companies has evolved since the Company adopted its Bitcoin strategy, the Board remains confident that the Bitcoin position established during the period will play an important role in delivering sustainable long-term value for shareholders. Looking ahead, the Board and management remain focused on maximising shareholder value and maintaining strong governance and operational discipline as market conditions continue to evolve. The Board continues to evaluate a range of strategic options for the next phase of the Company’s development, with the objective of extracting maximum value for shareholders.
I would like to thank our shareholders for their continued support, and I extend appreciation to our executive team and advisors for their efforts during this transformational period. We look forward to updating the market on further progress in due course.
Charlie Wood
Chairman
Vaultz Capital plc
The Directors of the Company accept responsibility for the contents of this announcement. This announcement contains inside information for the purposes of UK Market Abuse Regulation.
Enquiries:
For further information please contact:
|
Vaultz Capital plc Eric Benz |
Via Tancredi |
|
Cairn Financial Advisers LLP (AQSE Corporate Adviser) Liam Murray / Ludovico Lazzaretti / James Western |
+44 (0)20 7213 0880 |
|
Global Investment Strategy UK Limited (Broker) Callum Hill |
+44 (0)20 7048 9000 |
|
Tancredi Intelligent Communication (Financial Communications Adviser) |
[email protected] |
VAULTZ CAPITAL PLC (FORMERLY HELIUM VENTURES PLC) – CONDENSED INTERIM FINANCIAL STATEMENTS
(AQSE: V3TC)
STATEMENT OF COMPREHENSIVE INCOME
FOR THE SIX-MONTH PERIOD ENDED 31 OCTOBER 2025
| Unaudited Period ended 31 October 2025 | Unaudited Period ended 31 October 2024 | ||
| Notes | £ | £ | |
| Revenue | 72,015 | - | |
| Cost of Sales | (87,647) | - | |
| Gross profit | (15,632) | - | |
| Administrative expenses | (1,267,390) | (65,121) | |
| Fair value through profit & loss | 7 | (3,166) | (16,027) |
| Other income | - | - | |
| Revaluation loss on cryptocurrencies | 6 | (335,383) | - |
| Operating loss | (1,621,571) | (81,148) | |
| Finance income/(expense) | - | - | |
| Loss before taxation | (1,621,571) | (81,148) | |
| Income tax | - | ||
| Loss for the period from continuing operations | (1,621,571) | (81,148) | |
| Total loss for the year attributable to equity holders of the Company | |||
| Other comprehensive loss | - | - | |
| Total comprehensive loss attributable to equity holders of the Company | (1,621,571) | (81,148) | |
| Basic & dilutive earnings per ordinary share (pence) | 5 | (2.31) | (0.34) |
The notes form an integral part of the Unaudited Condensed Interim Financial Statements
VAULTZ CAPITAL PLC (FORMERLY HELIUM VENTURES PLC) – CONDENSED INTERIM FINANCIAL STATEMENTS
(AQSE: V3TC)
STATEMENT OF FINANCIAL POSITION
AS AT 31 OCTOBER 2025
| Note | Unaudited As at 31 October 2025 £ | Audited As at 30 April 2025 £ | |
| NON-CURRENT ASSETS | |||
| Investments held at fair value through profit or loss | 7 | - | - |
| Intangible assets | 6 | 11,245,356 | - |
| TOTAL NON-CURRENT ASSETS | 11,245,356 | - | |
| CURRENT ASSETS | |||
| Cash and cash equivalents | 219,158 | 27,000 | |
| Trade and other receivables | 386,305 | 20,504 | |
| Investments held at fair value through profit or loss | 7 | - | 27,379 |
| TOTAL CURRENT ASSETS | 605,463 | 74,883 | |
| TOTAL ASSETS | 11,850,819 | 74,883 | |
| EQUITY | |||
| Share capital | 8 | 2,129,910 | 239,025 |
| Share premium account | 8 | 12,395,985 | 1,004,380 |
| Share based payment reserve | 269,850 | 8,521 | |
| Retained deficit | (3,199,954) | (1,578,383) | |
| TOTAL EQUITY | 11,595,791 | (326,457) | |
| CURRENT LIABILITIES | |||
| Trade and other payables | 255,028 | 401,340 | |
| TOTAL CURRENT LIABILITIES | 255,028 | 401,340 | |
| TOTAL LIABILITIES | 255,028 | 401,340 | |
| TOTAL EQUITY AND LIABILITIES | 11,850,819 | 74,883 |
The notes form an integral part of the Unaudited Condensed Interim Financial Statements.
VAULTZ CAPITAL PLC (FORMERLY HELIUM VENTURES PLC) – CONDENSED INTERIM FINANCIAL STATEMENTS
(AQSE: V3TC)
STATEMENT OF CASHFLOWS
FOR THE SIX-MONTH PERIOD ENDED 31 OCTOBER 2025
| Unaudited Period to 31 October 2025 | Unaudited Period to 31 October 2024 | ||||
| £ | £ | ||||
| Cash flow from operating activities | |||||
| Loss before income tax | (1,621,571) | (81,148) | |||
| Adjustments for | |||||
| Fair value adjustment | 3,166 | 16,027 | |||
| BTC revaluation | 6 | 335,383 | - | ||
| Share based payments | 70,369 | - | |||
| Changes in working capital: | |||||
| Decrease / (increase) in other receivables | (341,291) | (5,821) | |||
| (Decrease) / increase in other payables | 116,623 | 51,682 | |||
| Net cash (used in)/ from in operating activities | (1,437,321) | (19,260) | |||
| Cash flows from investing activities | - | ||||
| Cryptocurrency purchases | (7,005,740) | - | |||
| Net cash flow from investing activities | (7,005,740) | - | |||
| Cashflows from financing activities | |||||
| Proceeds from issue of ordinary shares net of fees | 8,635,219 | - | |||
| Net cash flow from financing activities | 8,635,219 | - | |||
| Net increase in cash and cash equivalents | 192,158 | (19,260) | |||
| Cash and cash equivalents at beginning of the period | 27,000 | 56,215 | |||
| Cash and cash equivalents at end of the period | 219,158 | 36,955 | |||
| Ordinary Share capital | Share Premium | Share Based Payment Reserves | Retained deficit | Total equity | |
| £ | £ | £ | £ | £ | |
| As at 30 April 2024 | 239,025 | 1,004,380 | 18,615 | (1,237,891) | 24,129 |
| Comprehensive income for the year | - | - | - | - | - |
| Loss for the year | - | - | - | (350,586) | (350,586) |
| Other comprehensive income | - | - | - | - | - |
| Total comprehensive loss for the year | - | - | - | (350,586) | (350,586) |
| Transactions with owners | |||||
| Ordinary Shares issued | - | - | - | - | - |
| Share Issue Costs | - | - | - | - | - |
| Lapsed Warrants | - | - | (10,094) | 10,094 | - |
| Total transactions with owners | - | - | (10,094) | 10,094 | - |
| As at 30 April 2025 | 239,025 | 1,004,380 | 8,521 | (1,578,383) | (326,457) |
VAULTZ CAPITAL PLC (FORMERLY HELIUM VENTURES PLC) – CONDENSED INTERIM FINANCIAL STATEMENTS
(AQSE: V3TC)
STATEMENT OF CHANGES IN EQUITY
FOR THE SIX-MONTH PERIOD ENDED 31 OCTOBER 2025
| Ordinary Share capital | Share Premium | Share Based Payment Reserves | Retained deficit | Total equity | |
| £ | £ | £ | £ | £ | |
| As at 1 May 2025 | 239,025 | 1,004,380 | 8,521 | (1,578,383) | (326,457) |
| Comprehensive income for the period | |||||
| Loss for the period | - | - | - | (1,621,571) | (1,621,571) |
| Other comprehensive income | - | - | - | - | - |
| Total comprehensive loss for the period | - | - | - | (1,621,571) | (1,621,571) |
| Transactions with owners | |||||
| Ordinary Shares issued | 1,888,885 | 12,266,828 | - | - | 14,155,713 |
| Issue of warrants | - | - | 269,850 | - | 269,850 |
| Exercise of warrants | 2,000 | 26,521 | (8,521) | - | 20,000 |
| Share Issue Costs | - | (901,744) | - | - | (901,744) |
| Total transactions with owners | 1,890,885 | 11,391,605 | 261,329 | - | 13,543,819 |
| As at 31 October 2025 | 2,129,910 | 12,395,985 | 269,850 | (3,199,954) | 11,595,791 |
VAULTZ CAPITAL PLC (FORMERLY HELIUM VENTURES PLC) – CONDENSED INTERIM FINANCIAL STATEMENTS
NOTES TO THE INTERIM FINANCIAL INFORMATION
FOR THE PERIOD FROM 1 MAY 2025 TO 31 OCTOBER 2025
The notes form an integral part of the Unaudited Condensed Interim Financial Statements.
The Company was incorporated on 23 April 2021 in England and Wales with Registered Number 13355240 under the Companies Act 2006.
The address of its registered office is Eccleston Yards, 25 Eccleston Place, London SW1W 9NF, United Kingdom.
The Company was incorporated to seek suitable investment opportunities in the technology sector. During the period the Company changed its name to Vaultz Capital plc and pivoted to bitcoin mining and other digital asset investments. To further its stated ambition the Company formally adopted a Cryptocurrency treasury function with a focus Bitcoin (BTC) accumulation.
The Company commenced trading on the Aquis Stock Exchange (AQSE) Growth Market on 8 July 2021.
IAS 8 requires that management shall use its judgement in developing and applying accounting policies that result in information which is relevant to the economic decision-making needs of users, that are reliable, free from bias, prudent, complete and represent faithfully the financial position, financial performance and cash flows of the entity.
The Condensed Interim Financial Statements have been prepared in accordance with the requirements of the AQSE Rules and International Accounting Standards in conformity with the requirements of the Companies Act 2006 and the Companies Act 2006 applicable to companies reporting under IFRS.
The Condensed Interim Financial Statements have not been prepared in accordance with IAS 34 “Interim Financial Statements.” The Condensed Interim Financial Statements do not include all disclosures that would otherwise be required in a complete set of financial statements but have been prepared in accordance with the existing accounting policies of the Company.
The Interim Financial Statements for the period from 1 May 2025 to 31 October 2025 are unaudited.
The Company Financial Information has been prepared using the measurement bases specified by IFRS for each type of asset, liability, income and expense.
The Historic Financial Information does not constitute statutory accounts within the meaning of section 434 of the Companies Act 2006.
The Historic Financial Information is presented in £ unless otherwise stated, which is the Company’s functional and presentational currency.
Going concern
The Directors have made an assessment of the Company’s ability to continue as a going concern and are satisfied that the company has the adequate resources to continue in operational existence for the foreseeable future. The Company, therefore, continues to adopt the going concern basis in preparing its interim financial statements.
Accounting policies
The same accounting policies, presentation and methods of computation have been followed in these Condensed Interim Financial Statements as were applied in the preparation of the Company’s historic financial information for the year ended 30 April 2025 except for the impact of the adoption of the Standards and interpretations described below and new accounting policies adopted as a result of changes in the Company.
New standards and interpretations not yet adopted
At the date of approval of these financial statements, the following standards and interpretations which have not been applied in these financial statements were in issue but not yet effective (and in some cases have not yet been adopted by the UK):
| Standard | Impact on initial application | Effective date |
| Amendments to IAS21 | Lack of exchangeability | 1 January 2025 |
| Amendmen ts IFRS 9 and IFRS 7 – Financial instruments | Classification and measurement of financial instruments | 1 January 2026 |
| IFRS 18 - Presentation and Disclosure in Financial Statements | Presentation and Disclosure of financial Statements | 1 January 2027 |
The effect of these new and amended Standards and Interpretations which are in issue but not yet mandatorily effective is not expected to be material .
In preparing the Condensed Interim Financial Statements, the Directors have to make judgments on how to apply the Company’s accounting policies and make estimates about the future. Estimates and judgements are continuously evaluated based on historical experiences and other factors, including expectations of future events that are believed to be reasonable under the circumstances. In the future, actual experience may deviate from these estimates and assumptions.
The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below.
| Unaudited | Unaudited | |
| 31 October 2025 | 31 October 2024 | |
| Basic and dilutive earnings per Ordinary Share | ||
| Earnings attributable to Shareholders | (1,621,571) | (81,148) |
| Weighted average number of Ordinary Shares | 69,853,177 | 23,902,500 |
| Per share amount-(pence) | (2.31) | (0.34 ) |
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 period presented.
The Company holds a significant balance in cryptocurrencies, as detailed below. The accounting for cryptocurrencies involves judgement, as there is currently no specific IFRS standard that directly addresses their accounting treatment.
The Company has determined that its cryptocurrency holdings meet the definition of intangible assets under IAS 38 Intangible Assets, as they are identifiable non-monetary assets without physical substance and do not represent financial instruments. Management has assessed that the cryptocurrencies are not held for sale in the ordinary course of business and therefore are not classified as inventory under IAS 2 Inventories.
Cryptocurrencies are initially recognised at cost. Subsequent measurement is performed using a fair value model where an active market exists. Given the nature of the assets and the Company’s operating strategy, all subsequent fair value movements, including gains and losses, are recognised directly in the profit and loss statement in the period in which they arise.
The assessment of whether an active market exists for a particular cryptocurrency involves judgement and considers factors such as trading volumes, bid-ask spreads, market liquidity, and the level of observable market activity.
| As at 1 May 2025 | Additions | Disposals | Revaluations | As at 31 October 2025 | |
| £ | £ | £ | £ | £ | |
| Cryptocurrencies | - | 11,580,739 | - | (335,383) | 11,245,356 |
| Total | - | 11,580,739 | - | (335,383) | 11,245,356 |
| Cryptocurrencies | Number | Fair Value as at 31 October 2025 | |||
| Bitcoin (BTC) | 135.02 | 11,245,356 | |||
| Total | 135.02 | 11,245,356 |
Current (Tier 1)
| £ | |
| Cost at 30 April 2025 1 | 219,949 |
| Additions | - |
| Disposals | (219,949) |
| Cost at 31 October 2025 | - |
| Fair value loss at 30 April 2025 | (2,310) |
| Fair value loss at 31 October 2025 | (3,166) |
| Fair value of Investment at 30 April 2025 | 27,379 |
| Fair value of Investment at 31 October 2025 | - |
| Non – Current (Tier 3) | |
| Cost at 31 October 2024 | 250,000 |
| Additions | - |
| Cost at 30 April 2025 | 250,000 |
| Additions | - |
| Cost at 31 October 2025 | 250,000 |
| Impairment at 30 April 2025 2 | (250,000) |
| Impairment at 31 October 2025 | - |
| Fair value loss at 30 April 2025 | - |
| Fair value loss at 31 October 2025 | - |
| Fair value of Investment at 30 April 2025 | - |
| Fair value of Investment at 31 October 2025 | - |
1 - On 3 November 2021, the Company acquired an investment in ASX listed 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 investment was initially recognised as a financial asset held at fair value through profit and loss. During the period the full investment in Blue star was sold and a realised loss of £3,166 was recorded through the profit and loss statement.
2 - During the prior financial 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 was impaired at the previous year end, with the impairment recognised immediately in profit or loss as an exceptional, non-cash item. As at 31 October 2025 the Company has not recovered any of the amount.
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 Trackimo 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.
| Ordinary Shares | Share Capital | Share Premium | Total | ||
| # | £ | £ | £ | ||
| At 1 May 2024 | 23,902,500 | 239,025 | 1,004,380 | 1,243,405 | |
| Movement for the year | - | - | - | - | |
| At 30 April 2025 | 23,902,500 | 239,025 | 1,004,380 | 1,243,405 | |
| Share raise 1 | 23,902,483 | 239,026 | 239,025 | 478,051 | |
| Fee shares 2 | 59,445,650 | 594,456 | 594,457 | 1,188,913 | |
| Warrant exercise 3 | 200,000 | 2,000 | 26,520 | 28,520 | |
| Share issue 4 | 9,302,326 | 93,023 | 3,906,977 | 4,000,000 | |
| Share issue 5 | 6,451,613 | 64,516 | 935,484 | 1,000,000 | |
| Share issue 6 | 6,060,607 | 60,606 | 939,394 | 1,000,000 | |
| Share issue 7 | 83,725,805 | 837,258 | 5,651,491 | 6,488,749 | |
| Share issue cost | - | - | (901,743) | (901,743) | |
| At 31 October 2025 | 212,990,984 | 2,129,910 | 12,395,985 | 14,525,895 | |
Provision of services:
Charlie Wood, a partner of Orana Corporate LLP, is also a director of the Company. As a result, Orana Corporate LLP is considered a related party under the applicable reporting framework due to the common directorship and influence Charlie Wood has over both entities.
Orana Corporate LLP has a service agreement with the Company for the provision of accounting, Company
secretarial and corporate finance services. In the period Orana Corporate LLP accrued £83,071 (2024: £12,000) for these services from the Company. At the general meeting on 18 June 2025, £51,356 of the amount payable was settled via the issue of 2,567,800 shares in the Company.
Issue of options:
On 18 June 2025, the Company granted options over ordinary shares of 1p each to certain directors under the Company’s Option Plan. The options were granted as part of the Company’s long-term incentive arrangements and are intended to align the interests of directors with those of shareholders.
The options had an exercise price of 17 pence per share and were subject to both service and market-based performance conditions. Vesting was dependent on the Company achieving specified five-day volume-weighted average share price hurdles and on the options reaching their respective vesting dates between 18 December 2025 and 18 December 2027. Once vested, the options would have been exercisable for a period of 36 months from the relevant vesting date.
Options granted to related parties during the period were as follows:
Alex Appleton and Sarah Gow resigned from the Company on 1 August 2025. In accordance with the terms of the Option Plan, all options granted to them lapsed immediately on resignation and none of these options vested or became exercisable.
No amounts were paid by the directors for the grant of these options. The fair value of the options granted has been recognised as a share-based payment expense in accordance with IFRS 2, Share-based Payment, with any unvested amounts reversed where the relevant service conditions were not satisfied.
Issue of equity
At the General Meeting held on 18 June 2025, shareholders approved the issue of ordinary shares in connection with a conditional subscription and a creditor settlement, which included the settlement of amounts owed to certain directors and related parties.
Under the creditor settlement, Fungai Ndoro and Neil Ritson, both Non-Executive Directors, each received 1,784,450 ordinary shares of 1p each in settlement of fees of £35,689, Charlie Wood, Non-Executive Chairman, received 1,611,450 ordinary shares in settlement of fees of £32,229, and Orana Corporate LLP, a related party , received 2,567,800 ordinary shares in settlement of fees of £51,356. In addition, Charlie Wood subscribed for 438,233 ordinary shares under the conditional subscription. All shares were issued on the same terms and at the same price as those issued to other participating creditors and subscribers and rank pari passu with existing ordinary shares.
As at 31 October 2025, there was no ultimate controlling party of the Company.
As at 27 January 2026 the value of the Company’s BTC holdings was £8,683,811 (USD 12,026,771).
There have been no other material events subsequent to period end.
The Company Financial Information presented above does not constitute statutory accounts for the period under review.
The Condensed Interim Financial Statements were approved by the Board of Directors on 28 January 2026.
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