Interim Results

Roundhouse AI Ltd

30 June 2026

 

The information contained within this announcement is deemed by the Company to constitute inside information stipulated under the Market Abuse Regulation (EU) No. 596/2014, as retained as part of the law of England and Wales. Upon the publication of this announcement via the Regulatory Information Service, this inside information is now considered to be in the public domain.

30 June 2026

Roundhouse AI LTD

("Roundhouse" or "the Company")

Interim results

Roundhouse (AQSE: ETHL) announces its unaudited interim results for the financial period 1 October 2024 to 31 March 2026.

For further information please contact:

Roundhouse
Matthew Lodge, CEO	[e-mail]
First Sentinel Corporate Adviser Brian Stockbridge	[phone]
Clear Capital - Broker Bob Roberts	[e-mail] [phone]

The Directors of the Company accept responsibility for the contents of this announcement.

Additional information about the Company can be found on the website: roundhouseai.io

About the Company:

Roundhouse is a technology company specialising in artificial intelligence agent deployment infrastructure. Our business model combines active operational services in artificial intelligence with complementary strategic treasury management capabilities, positioning us as a comprehensive technology services provider. The Company operates as a hybrid business model combining an active operating business, in the technology space, primarily as an artificial intelligence service provider which will be the Company's primary revenue driver while also establishing an Ethereum denominated strategic treasury reserve. The Company has taken this dual approach to ensure that the Company's primary operations of being a technology company maintains its operational independence while optimising capital allocation for long-term value creation. The Company intends to achieve this by providing the following services: AI infrastructure services, platform licensing, and consulting. 

Important Notice:

The Company holds cryptocurrencies or crypto assets. Whilst the Board of Directors of the Company considers holding cryptocurrencies 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 cryptocurrencies to be high risk. At the outset, it is important to note that an investment in the Company is not an investment in cryptocurrencies, either directly or by proxy, and shareholders will have no direct access to the Company's holdings. However, the Board of Directors consider cryptocurrencies to be an appropriate store of value and potential growth and therefore appropriate for the Company. Accordingly, the Company is and intends to continue to be materially exposed to cryptocurrencies. 

The Company is neither authorised nor regulated by the FCA, and the purchase of certain cryptocurrencies are generally unregulated in the UK. As with most other investments, the value of cryptocurrencies can go down as well as up, and therefore the value of the Company's cryptocurrencies holdings can fluctuate. The Company may not be able to realise its cryptocurrencies holdings for the same as it paid to acquire them or even for the value the Company currently ascribes to its cryptocurrencies 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.

Cryptocurrencies may present special risks to the Company's financial position. These risks include (but are not limited to): (i) the value of cryptocurrencies can be highly volatile, with value dropping as quickly as it can rise. Investors in cryptocurrencies must be prepared to lose all money invested in cryptocurrencies; (ii) the cryptocurrencies 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 cryptocurrencies at will. The ability to sell cryptocurrencies 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) crypto assets are characterised in some quarters by high degrees of fraud, money laundering and financial crime. Prospective investors in the Company are encouraged to do their own research before investing.

CEO Statement

It is my pleasure to present this inaugural CEO Statement following the successful admission of the Company to the Aquis Stock Exchange Growth Market on 30 January 2026. Our listing represented a significant milestone in the Company's development and provides a strong platform from which to accelerate the growth of our artificial intelligence ("AI") business, strengthen our market position and create long-term value for shareholders.

The past year has witnessed unprecedented advancements in artificial intelligence, transforming industries and creating substantial opportunities for businesses capable of delivering innovative solutions to customers. Organisations across both the public and private sectors are increasingly adopting AI technologies to improve operational efficiency, automate workflows, enhance decision-making and unlock new sources of value. As a result, demand for specialist AI expertise and implementation services continues to grow, creating a highly attractive market opportunity for the Company.

Against this backdrop, the Board has remained focused on advancing the Company's core operational activities. Our strategy is centred on delivering high-quality artificial intelligence and technology solutions to customers, while continuing to invest in our capabilities, strengthen client relationships and identify new opportunities for growth. We believe that our expertise, market positioning and customer-focused approach provides a strong foundation from which to capitalise on the accelerating adoption of AI technologies.

Over the past year, we have continued to expand our AI operations through revenue growth, demonstrating our ability to compete successfully within this rapidly evolving sector. We have secured new customer engagements, strengthened relationships with existing clients and continued to build a growing pipeline of opportunities. These achievements reflect both the quality of our service offering and the increasing demand for practical AI solutions that deliver measurable outcomes for customers.

We also made significant progress in strengthening the foundations of the business as we prepared for and completed our public market listing. Enhancements were made in governance, compliance, operational processes and internal controls to ensure that the Company is well positioned to operate effectively as a publicly listed business while maintaining the agility required for an early-stage company in a high-growth sector.

As part of our broader capital management strategy, the Company maintains an Ethereum-denominated digital asset treasury ("ETH"). During the period, we increased our holdings by 208% to 469 ETH and entered into a loan facility secured against a portion of these digital assets/ ETH held in treasury. This provided additional working capital while allowing the Company to maintain exposure to its treasury holdings and support the continued growth of its core AI operations. The Board believes this approach represented a prudent and efficient use of the Company's balance sheet, enhancing financial flexibility while supporting investment in operational growth with the aim of long-term shareholder value creation.

The Board believes that the admission to AQSE provides greater visibility, enhanced access to capital markets and a broader shareholder base. We are grateful for the support received from investors during the listing process and remain committed to maintaining the highest standards of corporate governance, transparency and financial discipline.

Looking ahead, our priorities are clear. We intend to continue expanding our AI operations, with the aim of increasing revenues, securing new customers and developing strategic partnerships that may enhance our capabilities and market reach. Our goal is to continue investing in our technology, people and service offerings to ensure that we are able to compete in a rapidly evolving industry.

It is our view that the market opportunity before us is substantial. AI is increasingly becoming a critical component of business operations across virtually every sector of the economy. As organisations move from experimentation to implementation, we believe demand for trusted AI partners and service providers will continue to accelerate. Our focus remains on converting this opportunity into sustainable revenue growth.

On behalf of the Board, I would like to thank our shareholders, advisers and employees for their commitment, hard work and support. The successful admission of the Company to AQSE marked the beginning of an exciting new chapter, and we look forward to updating shareholders on our progress as we continue to execute our growth strategy.

Matt Lodge,

30 June 2026

Condensed Statement of Profit or Loss For the financial period 1st October 2024 to 31st March 2026	Note	(Unaudited) Financial period 1 Oct 2024 to 31 Mar 2026		(Audited) Financial year 1 Oct 2023 to 30 Sep 2024
		S$		S$
Revenue		252,741		-
Other income		46,433		-
Administrative expenses		(2,421,249)		(272,398)
Loss before income tax expense		(2,122,075)		(272,398)
Income tax expense		-		-
Total loss		(2,122,075)		(272,398)
Other comprehensive income		109,651		-
Loss for the year, representing total  comprehensive loss for the period/year		(2,012,424)		(272,398)

Condensed Statement of Financial Position 31st March 2026	Note	(Unaudited) 31 Mar 2026		(Audited) 30 Sep 2024
		S$		S$
ASSETS
Non-current assets
Intangible assets	5	1,271,572		412,699
Investments	6	237,299		-
		1,508,871		412,699
Current assets
Other receivables	7	30,288		1,664
Cash at bank		142,247		3,215
		172,535		4,879
TOTAL ASSETS		1,681,406		417,578
EQUITY AND LIABILITIES
EQUITY
Share capital	8	4,147,852		1,128,572
Other reserves	10	109,651		-
Accumulated losses		(2,857,072)		(734,997)
		1,400,431		393,575
LIABILITIES
Current liabilities
Amount due to directors		44,559		1,712
Trade payables	9	125,376		-
Other payables	9	111,040		22,291
		280,975		24,003
TOTAL LIABILITIES		280,975		24,003
TOTAL EQUITY AND LIABILITIES		1,681,406		417,578

Condensed Statement of Changes in Equity for the financial period 1st October 2024 to 31st March 2026	Share Capital	Accumulated losses	Total
	S$	S$	S$
At 1 October 2024	1,128,572	(734,997)	393,575
Issuance of share capital	3,019,280	-	3,019,280
Loss for the period	-	(2,122,075)	(2,122,075)
Other comprehensive income for the period	-	109,651	109,651
At 31 March 2026	4,147,852	(2,747,421)	1,400,431
At 1 October 2023	500,100	(462,599)	37,501
Issuance of share capital	628,472	-	628,472
Total comprehensive loss for the period	-	(272,398)	(272,398)
At 30 September 2024	1,128,572	(734,997)	393,575

Condensed Statement of Cash Flows for the financial period 1st October 2024 to 31st March 2026	Note	(Unaudited) Financial period 1 Oct 2024 to 31 Mar 2026		(Audited) Financial year 1 Oct 2023 to 30 Sep 2024
		S$		S$
Cash flows from operating activities
Total loss		(2,122,075)		(272,398)
Adjustments for:
Bad debts written-off		-		50,000
Impairment loss on intangible asset		197,469		-
Fair value loss on intangible asset		191,871		65,984
		(1,732,735)		(156,414)
Changes in working capital:
Other receivables		(28,624)		(50,033)
Trade payables		125,376		-
Other payables		88,749		13,291
Net cash used in operating activities		(1,547,234)		(193,156)
Cash flows from investing activities
Additions of intangible assets		(1,369,974)		(913,013)
Proceed from intangible assets		121,761		434,330
Additions to investments		(127,648)		-
Net cash used in investing activities		(1,375,861)		(478,683)
Cash flows from financing activities
Proceeds of issuance of share capital		3,019,280		628,472
Advance from director		42,847		1,712
Net cash generated from financing activities		3,062,127		630,184
Net increase/(decrease) in cash at bank		139,032		(41,655)
Cash at bank at beginning of financial period/year		3,215		44,870
Cash at bank at end of financial period/year		142,247		3,215

 

These notes form an integral part of and should be read in conjunction with the accompanying financial statements.

1. General

ROUNDHOUSE AI LTD. (the "Company") is incorporated and domiciled in Singapore with its registered office and principal place of business at 101 Telok Ayer Street #03-02 Singapore 068574.

The principal activities of the Company are development of software and applications.

There have been no significant changes in the nature of these activities during the financial year.

2. Material accounting policy information

The Company's directors are responsible for the preparation of the unaudited interim financial statements.

The preparation of unaudited interim financial statements in conformity with Financial Reporting Standards in Singapore (FRSs) requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the unaudited interim financial statements and the reported amounts of expenses during the period. Although these estimates are based on management's best knowledge of the amount, event or actions, actual results ultimately may differ from those estimates.

This condensed interim financial information has not been audited and does not include all of the information required for full annual financial statements. The Company auditor has not reviewed these interim statements ahead of publication.

The same accounting policies and methods of computation are followed in the interim financial statements as compared with the most recent annual financial statements.

The functional and presentational currency is Singapore Dollars (SGD) and is rounded to the nearest SGD.

3. Going Concern

The Directors have assessed the current financial position of the Company, along with future cash flow requirements, to determine if the Company has the financial resources to continue as a going concern for the foreseeable future.

The conclusion of this assessment is that, based on available cash balances and liquid cryptocurrency reserves, it is appropriate that the Company be considered a going concern. For this reason, the Directors continue to adopt the going concern basis in preparing the unaudited interim financial statements. 

4. Loss per share

Basic earnings per share is calculated by dividing the loss attributable to equity holders of the Company by the weighted average number of Ordinary shares in issue during the financial period/year.

		(Unaudited) 31 Mar 2026		(Audited) 30 Sep 2024
		S$		S$
Loss used to calculate basic and diluted earnings per share		(2,122,075)		(272,398)
Weighted average number of shares used in calculating basic earnings per share		185,105,362		57,431,093
Weighted average number of shares used in calculating diluted earnings per share		185,105,362		57,431,093
Basic loss per share		(0.01146)		(0.00474)
Diluted loss per share		(0.01146)		(0.00474)

5. Intangible Assets

The Company is an artificial intelligence technology company with an Ethereum-denominated treasury as part of the Company's digital asset treasury strategy with the sole purpose of supporting the Company's core revenue generating operations of providing AI and technology services.

These digital assets acquired are initially recognised at cost.

Subsequently, digital assets are measured at fair value less any accumulated impairment losses. Fair value is determined based on observable market prices in active markets. Revaluation gains are recognised in other comprehensive income and accumulated in equity under the revaluation surplus, except to the extent that they reverse a revaluation decrease previously recognised in profit or loss. Revaluation losses are recognised in profit or loss, unless they reverse a previous revaluation gain recognised in other comprehensive income.

Digital assets are considered to have indefinite useful lives and are therefore not amortised. However, they are subject to an annual revaluation and tested for impairment annually, or more frequently if events or changes in circumstances indicate that the carrying amount may be impaired.

		Coins/tokens		Fair Value
		(No.)		S$
Holdings as at 31 March 2026 (Unaudited):
Ethereum		469		1,270,060
USDT		1,172		1,512
Total				1,271,572
Holdings as at 30 September 2024 (Audited):
Solana		1,464		412,699
Total				412,699

6. Investments

		(Unaudited) 31 Mar 2026		(Audited) 30 Sep 2024
		S$		S$
Investment at cost		127,648		-
Fair value gain on investment		109,651		-
		237,299		-

The Company holds 75,000,000 shares in Satsuma Technology PLC. The investment is measured at fair value based of closing market price of GBP 0.00186 per share at end of financial period. The fair value on 31 March 2026 is GBP 139,500.

7. Other receivables

		(Unaudited) 31 Mar 2026		(Audited) 30 Sep 2024
		S$		S$
Prepayments		24,682		1,664
Deposits		4,606		-
Others		1,000		-
		30,288		1,664

There were no receivables that were past due or considered to be impaired as at end of reporting period.

8. Share Capital

	(Unaudited) 31 Mar 2026				(Audited) 30 Sep 2024
	Number of ordinary shares		S$		Number of ordinary shares		S$
Issued and fully paid ordinary shares
At beginning of financial period/year	137,780,000		1,128,572		1,000,000		500,100
Issuance of shares during the financial period/year	112,467,721		3,019,280		136,780,000		628,472
At end of financial period/year	250,247,721		4,147,852		137,780,000		1,128,572

During the financial period, the Company issued a total of 112,467,721 (2024: 136,780,000) ordinary shares, of which 72,371,250 shares were issued for cash consideration of S$3,019,280, while no consideration was received for the remaining 40,096,471 shares. The newly issued shares rank pari passu in all respects with the existing ordinary shares.

The holders of ordinary shares are entitled to receive dividends as and when declared by the Company. All ordinary shares carry one vote per share without restrictions. The ordinary shares have no par value.

9. Trade and Other payables

		(Unaudited) 31 Mar 2026		(Audited) 30 Sep 2024
		S$		S$
Trade payables		125,376		-
		125,376		-
Other payables
-     Other payables		-		3,291
-     Accrued expenses		111,040		19,000
		111,040		22,291

10. Other reserves

		(Unaudited) 31 Mar 2026		(Audited) 30 Sep 2024
		S$		S$
Fair value reserve
Beginning of financial period/year		-		-
Financial assets, at FVOCI
-     Fair value gain		109,651		-
End of financial period/year		109,651		-

11. Significant events and transactions post reporting date

On 22 April, the Company entered into an open-term loan agreement with Payward Oceanic Ltd., which is registered with the British Virgin Islands Financial Services Commission and a part of the Payward group of companies (the operator of the Kraken cryptocurrency exchange), pursuant to which it has borrowed USD 350,000 (the "Loan"). The Loan shall bear interest of 9% per annum.

On 22 May, the Company effected a name change from Roundhouse Digital LTD. to Roundhouse AI LTD.

 

END