Final Audited Results
Summary by AI BETAClose X
Satsuma Technology Plc
(‘Satsuma’ or the ‘Company’)
Final Audited Results for the Year Ended 28 February 2026
Dear Satsuma Shareholder,
Introduction
We present the Annual Report and Financial Statements for the year ended 28 February 2026, an eventful year by any standard and one where events after the year end will result in a return of capital, the ceasing of the strategy set out in the Prospectus issued in December 2025 and the cancellation of the Company’s stock market listing (Listing).
I was appointed Non-Executive Chairman on 19 December 2025 at the time of the Company’s elevation to the Equity Shares (Commercial Companies) category of the Official List of the Financial Conduct Authority (“FCA”) and to the Main Market of the London Stock Exchange (Step Up Listing), and I became interim Executive Chairman in March 2026 following the departures of the Chief Executive and Chief Financial Officers.
Strategy
The Company’s strategy as set out in the Step-Up Listing Prospectus was to develop or acquire operating Bitcoin businesses, including the expansion of the Company’s existing decentralised Artificial Intelligence (AI) operations, to compound revenues into the growth of the Company’s Treasury, the (“Digital Asset Treasury Strategy”). As set out below, this is no longer the Company’s strategy.
Review of the Financial Year
The Company began the year as StreaksAI Plc, a company focused on developing AI products for use in Crypto trading.
In May 2025 the Company changed its name to TAO Alpha PLC and in June 2025 adopted a Bitcoin treasury strategy raising approximately £169 million by the issue of two separate convertible loan notes (CLN’s), which funded the purchase of 1,199 Bitcoin. In July 2025 the Company changed its name to Satsuma Technology PLC.
The prime condition for the automatic conversion of the CLN’s to ordinary shares was the Company’s completion of a short-form prospectus by 30 September 2025. When it became clear that an FCA approved prospectus would not be completed by that date and that a full Step-Up Prospectus would be required, the Company sought the agreement of the CLN holders to extend the automatic conversion date to 31 December 2025.
However, the decision by only 54% of all CLN holders to extend the deadline to 31 December 2025 effectively created two investor groups with very differing economic interests. The first being those who would automatically convert to shareholders on the Step-Up Listing, and the second being those with the option to have their loan notes repaid in cash at the CLN’s 31 December 2025 maturity.
In the six months to 31 December 2025 the Bitcoin price materially decreased and led to those investors who had the option to redeem for cash doing so. This resulted in £78.2 million being spent redeeming these CLN’s, which was funded principally by the sale of 579 of the Company’s Bitcoin at the then market price, resulting in a material loss described below.
Financial Performance
The Company raised approximately £169 million by way of CLN issues in June and August 2025 to fund its strategy.
The Group had an operating loss of £44.7 million principally comprised of a then unrealised loss on intangible assets of £25.9 million on its Bitcoin holdings; realised losses on intangible assets of £6.7 million on the Bitcoin sold to meet the CLN redemptions; and administrative expenses of £12.1 million, including £4.6 million spent on the Step-Up Listing and £1.4 million on implementing the actions requisitioned by shareholders in January 2026.
Additionally, the financial statements include charges of, in aggregate, a further £32.3 million, comprising principally of:
Category |
Amount (£’m) |
Detail |
Fair value loss on Derivative Liabilities |
(9.47) |
Representing the fair value movement on the Seed Warrant entitlement prior to its issuance (Note 9) |
Finance Costs – Convertible Loan Notes |
(21.21) |
Representing the effective interest charge recognised in relation to the two Convertible Loan Notes (Note 9) |
Loss on CLN settlements received in Bitcoin |
(2.14) |
Representing the loss arising from movements in the Bitcoin price between the pricing and settlement of certain CLN 2 subscriptions received in Bitcoin (Note 9) |
Fair Value gain on Listed equity investments |
1.16 |
Representing the increase in the fair value of the Group's listed equity investment during the year (Note 13) |
Foreign exchange losses |
(0.62) |
Representing foreign exchange movements arising principally from transactions and balances denominated in currencies other than sterling |
The loss before taxation was £76.9 million.
At 28 February 2026, the Group held cash and cash equivalents of £8.8 million (2025: £0.1 million).
Shareholder Action
In January 2026 shareholders representing a significant proportion of the then issued share capital requisitioned the removal of the Chief Executive Officer and the Chief Financial Officer and the appointment of two new Non-Executive Directors together with a demand for a sharp reduction in annualised costs.
It was clear that the Chief Executive Officer and the Chief Financial Officer had lost the confidence of the majority of shareholders, and that such confidence would not be regained. Accordingly, by early March 2026 both had left the Company. Following their departures and only a few weeks after attaining the Listing, the board then comprised four Non-Executive Directors and no Executive Directors.
In March 2026, to fill the vacancies and preserve the Listing, while the Company decided on the way forward, I became interim Executive Chairman and Clive Carver became an interim Executive Director for a period expected to end at the Annual General Meeting, after the appointment of a new Executive Team.
In April 2026, after the completion of the required regulatory checks, the two proposed new Non-Executive Directors, Patrick Dean and Nicholas Lee, were appointed to the board.
Annualised costs were at that point reduced by approximately 60% from the £6.6 million expected at the time of the Step-Up Listing, with further cuts then expected over the coming months.
In May 2026 a group of shareholders requested that the Company put a resolution to a shareholder General Meeting to return to shareholders substantially all the Company’s capital in cash with the consequence that the Company would also delist from the London Stock Exchange.
In July 2026 an overwhelming majority of shareholders voted for the return of capital and the cancellation of the Company’s Listing.
Return of Capital
Following the General Meeting on 20 July 2026 the Board approved action to close all operating entities and cease its Digital Asset Treasury strategy.
The Company sold all its Bitcoin ahead of the UK High Court hearings required to allow the return of capital to proceed. The Court approved the return of capital on 8 September 2026, with the payments to shareholders expected to be complete by 28 September 2026.
Following the return of capital, £2.7 million is to be used to transition to a cash shell, and approximately £2 million is to be retained in cash, with the intention that this helps fund the creation of a new business that will in due course aim to list on an appropriate stock market.
Ranald McGregor-Smith
Executive Chairman
17 September 2026
Results and Dividends
The Group made a post-tax loss of £76.91 million (2025: loss of £0.71 million). The Directors do not recommend the payment of a dividend (2025: nil). The following Financial Statements are extracted from the audited Annual Report and Financial Statements, which were approved by the Board of Directors and authorised for issuance on 17 September 2026.
Basis of Publication
These results are audited; however, the information does not constitute statutory accounts within the meaning of section 435 of the Companies Act 2006. The Consolidated and Company Statements of Financial Position at 28 February 2026, the Consolidated Statement of Comprehensive Income, the Consolidated and Company Statements of Changes in Equity and Consolidated and Company Statements of Cash Flows have been extracted from the Group's Annual Report and Financial Statements for the year ended 28 February 2026. The auditor's report on the Financial Statements was unqualified and included an Emphasis of Matter in respect of the events after the reporting date disclosed in Note 24. The auditor's opinion was not modified in respect of this matter. The auditor's report did not contain a statement under section 498(2) or section 498(3) of the Companies Act 2006. The statutory financial statements for the year ended 28 February 2026 have not yet been delivered to the Registrar of Companies.
Availability of the Annual Report and Financial Statements
A copy of the Annual Report and Financial Statements for the year ended 28 February 2026 is available today on the Company's website at www.satsuma.digital. A copy will also be submitted to the National Storage Mechanism in due course and will be available for inspection at data.fca.org.uk/#/nsm/nationalstoragemechanism.
The Notice of Annual General Meeting, together with the associated circular, will be published in due course.
Enquiries:
Satsuma Technology Plc – IR@satsuma.digital
This announcement contains inside information for the purposes of Article 7 of Regulation 2014/596/EU, which is part of domestic UK law pursuant to the Market Abuse (Amendment) (EU Exit) regulations (SI 2019/310) and is disclosed in accordance with the Company's obligations under Article 17.
The Independent Auditor's Report set out below is reproduced in full from the Annual Report and Financial Statements for the year ended 28 February 2026. Page references within it, and references in the notes below to the Strategic Report, the Directors' Report and the Directors' Remuneration Report, are to that document, which is available on the Company's website at www.satsuma.digital.
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF SATSUMA TECHNOLOGY PLC
Opinion
We have audited the financial statements of Satsuma Technology Plc (the ‘parent company’) and its subsidiaries (the ‘group’) for the year ended 28 February 2026 which comprise the Consolidated Statement of Comprehensive Income, the Consolidated and Company Statement of Financial Position, the Consolidated and Company Statement of Changes in Equity, the Consolidated and Company Statement of Cash Flows, and notes to the financial statements, including significant accounting policies.
The financial reporting framework that has been applied in their preparation is applicable law and UK-adopted international accounting standards and as regards the parent company financial statements, as applied in accordance with the provisions of the Companies Act 2006.
In our opinion:
- the financial statements give a true and fair view of the state of the group’s and of the parent company’s affairs as at 28 February 2026 and of the group’s loss for the year then ended;
- the group financial statements have been properly prepared in accordance with UK-adopted international accounting standards;
- the parent company financial statements have been properly prepared in accordance with UK-adopted international accounting standards and as applied in accordance with the provisions of the Companies Act 2006; and
- the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for opinion
We 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 the financial statements section of our report. We are independent of the group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard as applied to listed public interest 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.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Our evaluation of the directors’ assessment of the group’s and parent company’s ability to continue to adopt the going concern basis of accounting included:
- We obtained an understanding of the business model, objectives, strategies and related business risk, the measurement and review of the entity’s financial performance including forecasting and budgeting processes and the entity’s risk assessment process;
- We assessed Directors’ assumptions into the going concern model including the reliability of underlying data used to make the assumptions;
- We ensured the mathematical accuracy of the forecasts provided, and compared the forecasts with recent financial information to consider the accuracy of the forecast;
- We evaluated the base case of the cash forecast prepared by the Directors and performed appropriate audit procedures around the various stressed scenarios;
- We assessed adequacy and appropriateness of disclosures in the financial statements regarding the going concern assessment.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group’s or parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
In relation to the entity’s reporting on how they have applied the UK Corporate Governance Code, we have nothing material to add or draw attention to in relation to the directors’ statement in the financial statements about whether the directors considered it appropriate to adopt the going concern basis of accounting.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Emphasis of matter
We draw attention to Note 24 to the financial statements which describes events occurring after the reporting date. As disclosed in the note, shareholders approved on 20 July 2026 a proposal to return substantially all of the Company's capital to shareholders and to cancel the admission of the Company's Ordinary Shares to the Official List and trading on the Main Market of the London Stock Exchange. Following shareholder approval, the Group disposed of its remaining Bitcoin holdings. The return of capital was confirmed by the High Court on 8 September 2026 and, following completion of the return of capital, the Company expects to retain approximately £2 million to fund the development of a new business. These events are non-adjusting events after the reporting date and do not affect the amounts recognised in the financial statements as at 28 February 2026 but are expected to have a material effect on the Group's future financial position, operations and results. Our opinion is not modified in respect of this matter.
Our application of materiality
The quantitative and qualitative thresholds for materiality determine the scope of our audit and the nature, timing and extent of our audit procedures. The materiality applied to the group financial statements was £595,000 based on 1.5% of net assets at the planning stage. The performance materiality for the group was set at £357,000, which is 60% of overall materiality. We have selected 60% based on our assessment of the relevant risk factors e.g. our understanding of the entity, its environment and its system of internal control and turnover of senior management.
The materiality applied to the parent company financial statements was £410,000, based on 1.5% of net assets at the planning stage. The performance materiality for the parent was set at £246,000, which is 60% of overall materiality. We have selected 60% based on our risk assessment of the control environment.
Net assets are considered the most appropriate benchmark for setting Group materiality as the Group is fundamentally balance-sheet focused and users of the financial statements are primarily concerned with the value and stability of the company’s underlying assets, capital base and liquidity position. The Group’s strategy is centred around digital assets, AI infrastructure and treasury-related activities, meaning that the statement of financial position is the key indicator of the Group’s financial substance.
We agreed with those charged with governance that we would report all differences identified during the course of our audit in excess of £29,800 for the group financial statements, and £20,500 for the parent company financial statements. We also agreed to report any other differences below that threshold that we believe warrant reporting on qualitative grounds.
For each component in scope of the audit, we allocated a performance materiality that was less than the Group performance materiality. The performance materiality applied to the subsidiary financial statements was £286,000.
Our approach to the audit
The scope of our audit was influenced by our application of materiality. The quantitative and qualitative thresholds for materiality determine the scope of our audit and the nature, timing and extent of our audit procedures. In particular, we looked at areas involving significant accounting estimates and judgement by the Directors, and those areas assessed to be Key Audit Matters as presented below. We also addressed the risk of management override of internal controls, including among other matters consideration of whether there was evidence of bias that represented a risk of material misstatement due to fraud.
We assessed all components of the group for their significance in order to determine the extent of the work to be performed on them in order to obtain sufficient and appropriate audit evidence on which to base the group audit opinion. Those entities of the group which were considered to be significant components, being Satsuma Technology Plc and STT1 Pte. Limited, were subject to full scope audit procedures by PKF Littlejohn LLP. Procedures were performed to address the assessed risks of material misstatement.
We did not rely on the work of any component auditors.
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 assessed 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 the audit; and directing the efforts of the engagement team. These 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.
Key Audit Matter |
How our scope addressed this matter |
Valuation of Digital Assets (Note 12) |
|
The Group holds material Bitcoin balances. Digital assets are subject to significant market volatility, and their valuation is material to the financial statements. The audit team has identified this as a key audit matter due to the magnitude of the balance, valuation volatility and judgement involved in assessing the appropriateness of the valuation basis and related disclosures.
|
Our work in this area included: Obtaining and reviewing management’s digital asset valuation schedule; Agreeing holdings to custody/blockchain evidence; Agreeing pricing to independent market data at the reporting date; Assessing the appropriateness of the accounting policy and valuation basis under the applicable financial reporting framework; and, Reviewing the adequacy of related disclosures. Key observations: We are satisfied that the valuation of Digital Assets is reasonable.
|
Valuation and classification of Convertible Loan Notes and attached Warrants (note 9) |
|
The accounting treatment of the convertible loan notes (“CLNs”) is complex and involves significant judgement and technical complexity. In particular, management is required to assess the appropriate classification of the various elements of the instruments, including whether the conversion features and other terms give rise to embedded derivatives which require separate accounting treatment. Significant judgement is also involved in determining the fair value of the different components of the CLNs at initial recognition and subsequently, including the valuation of cryptocurrency received as consideration in relation to the CLNs. The valuation of these elements is inherently subjective due to the bespoke nature of the arrangements, the absence of directly comparable market instruments and the complexity of the contractual terms. As a result, there is an increased risk of material misstatement in relation to the classification, valuation, subsequent measurement and related disclosures of the CLNs in the financial statements and hence has been determined to be a Key Audit Matter. |
Our work in this area included: Obtaining and reviewing the CLN agreements and supporting transaction documentation; Reviewing and scrutinising the key assumptions used in management’s valuation calculations as well as assessing their mathematical accuracy; Assessing management’s technical accounting paper, valuation at inception, challenging the classification and measurement conclusions under the applicable financial reporting framework; Engagement of the PKF valuations team to review key assumptions used in valuing the CLNs and associated warrants at inception; Verifying receipts from both CLNs and determining whether crypto assets received have been appropriately fair valued; Agreeing relevant transactions to supporting records; Agreeing subsequent settlement of CLN liabilities; and Reviewing the adequacy of related disclosures.
Key observations: We are satisfied that the valuation and classification of Convertible Loan Notes (CLNs) and attached warrants is reasonable. |
Other information
The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the group and parent company 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 conclusion thereon. 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 course of 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 this gives rise to a material misstatement in the financial statements themselves. 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.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion the part of the directors’ remuneration report to be audited has been properly prepared in accordance with the Companies Act 2006.
In our opinion, based on the work undertaken in the course of the audit:
- the information given in the strategic report and the 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 the light of the knowledge and understanding of the group and the parent company and their 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 in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
- adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or
- the parent company financial statements and the part of the directors’ remuneration report to be audited 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.
Corporate governance statement
We have reviewed the directors' statement in relation to going concern, longer-term viability and that part of the Corporate Governance Statement relating to the group’s and parent company's compliance with the provisions of the UK Corporate Governance Code specified for our review by the Listing Rules.
Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the Corporate Governance Statement is materially consistent with the financial statements or our knowledge obtained during the audit:
- Directors' statement with regards the appropriateness of adopting the going concern basis of accounting and any material uncertainties identified as set out on page 14;
- Directors’ explanation as to their assessment of the group’s prospects, the period this assessment covers and why the period is appropriate as set out on page 14;
- Directors’ statement on whether they have a reasonable expectation that the group will be able to continue in operation and meet its liabilities as set out on page 14;
- Directors' statement that they consider the annual report and the financial statements, taken as a whole, to be fair, balanced and understandable as set out on page 28;
- Board’s confirmation that it has carried out a robust assessment of the emerging and principal risks as set out on page 17;
- The section of the annual report that describes the review of effectiveness of risk management and internal control systems as set out on page 18; and
- The section describing the work of the audit committee as set out on page 13.
Responsibilities of directors
As explained more fully in the directors’ responsibilities statement, the directors are responsible for the preparation of the group and parent company 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 group and parent company financial statements, the directors are responsible for assessing the group’s and the parent 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 group or the parent company or to cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities 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 misstatement, 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 a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the 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 our procedures are capable of detecting irregularities, including fraud is detailed below:
- We obtained an understanding of the group and parent company and the sector in which they operate to identify laws and regulations that could reasonably be expected to have a direct effect on the financial statements. We obtained our understanding in this regard through discussions with management, industry research, application of experience of the sector.
-
We determined the principal laws and regulations relevant to the group and parent company in this regard to be those arising from:
- Companies Act 2006;
- UK Listing Rules;
- Disclosure and Transparency Rules for Listed entities;
- Relevant tax legislation; and
- Uk-adopted International Accounting Standards.
-
We designed our audit procedures to ensure the audit team considered whether there were any indications of non-compliance by the group and parent company with those laws and regulations. These procedures included, but were not limited to:
- Enquiries of management regarding potential instances of non-compliance;
- Reviewing Board of Directors’ minutes during the year and post-year end;
- Reviewing the legal and professional fee ledger accounts; and
- Reviewing Regulatory News Service announcements during the year and post-year end.
- We also identified the risks of material misstatement of the financial statements due to fraud. Aside from the non-rebuttable presumption of a risk of fraud arising from management override of controls, we also considered there to be a risk of fraud related to valuation of Digital assets and Convertible Loan notes, and attached Warrants.
- As in all of our audits, we addressed the risk of fraud arising from management override of controls by performing audit procedures which included, but were not limited to: the testing of journals; reviewing accounting estimates for evidence of bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.
-
As part of the Group audit, we designed our audit procedures to ensure the audit team considered whether there any indications of non-compliance with laws and regulations by component entities. These procedures included, but were not limited to:
- Enquiries of management regarding potential instances of non-compliance; and
- Reviewing the legal and professional fee ledger accounts.
Because of 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.
Other matters which we are required to address
We were appointed by the Board on 24 April 2026 to audit the financial statements for the period ending 28 February 2026 and subsequent financial periods. Our total uninterrupted period of engagement is 1 year, covering the year ending 28 February 2026.
The non-audit services prohibited by the FRC’s Ethical Standard were not provided to the group or the parent company and we remain independent of the group and the parent company in conducting our audit.
Our audit opinion is consistent with the additional report to the audit committee.
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.
Timothy Harris FCA (Senior Statutory Auditor) 30 Churchill Place
For and on behalf of PKF Littlejohn LLP London
Statutory Auditor E14 5RE
17 September 2026
Consolidated Statement of Comprehensive Income for the year ended 28 February 2026
|
Note |
Year ended 28 February 2026 |
Year ended 28 February 2025 |
Revenue |
4 |
52 |
1 |
Administrative expenses |
|
(12,069) |
(709) |
Unrealised loss on intangible assets |
12 |
(25,881) |
- |
Loss on disposal of intangible assets |
12 |
(6,763) |
- |
Operating loss |
5 |
(44,661) |
(708) |
Net foreign exchange losses |
|
(616) |
- |
Fair value gains on investments |
13 |
1,163 |
- |
Fair value loss on derivative liabilities |
9 |
(9,446) |
- |
Loss on convertible loan note settlements received in Bitcoin |
9 |
(2,142) |
- |
Finance Costs of convertible loan notes |
9 |
(21,212) |
- |
Loss before income tax |
|
(76,914) |
(708) |
Income tax |
10 |
- |
- |
Loss for the year attributable to owners of the Parent |
|
(76,914) |
(708) |
Basic and Diluted Loss Per Share attributable to owners of the Parent during the year from continuing operations: |
|
|
|
Basic loss per share |
11 |
(2.95)p |
(0.18)p |
Diluted loss per share |
11 |
(2.95)p |
(0.18)p |
|
|
Year ended 28 February 2026 £’000 |
Year ended 28 February 2025 £’000 |
Loss for the year |
|
(76,914) |
(708) |
Other Comprehensive Income: |
|
|
|
Items that may be subsequently reclassified to profit or loss |
|
|
|
Currency translation differences |
|
98 |
- |
Other comprehensive income for the year, net of tax |
|
98 |
- |
Total Comprehensive loss attributable to owners of the parent |
|
(76,816) |
(708) |
Consolidated and Company Statements of Financial Position
as at 28 February 2026
|
|
Group |
|
Company | ||
£’000 |
Note |
28 February 2026 |
28 February 2025 |
|
28 February 2026 |
28 February 2025 |
Non-Current Assets |
|
|
|
|
|
|
Intangible assets |
12 |
30,832 |
45 |
|
255 |
45 |
Investments |
13 |
1,413 |
250 |
|
1,413 |
250 |
Investments in subsidiary |
13 |
- |
- |
|
31,806 |
- |
Total Non-Current Assets |
|
32,245 |
295 |
|
33,474 |
295 |
Current Assets |
|
|
|
|
|
|
Trade and other receivables |
14 |
150 |
25 |
|
150 |
25 |
Cash and cash equivalents |
15 |
8,775 |
31 |
|
6,848 |
31 |
Total Current Assets |
|
8,925 |
56 |
|
6,998 |
56 |
|
|
|
|
|
|
|
Total Assets |
|
41,170 |
351 |
|
40,472 |
351 |
|
|
|
|
|
|
|
Current Liabilities |
|
|
|
|
|
|
Trade and other payables |
16 |
1,135 |
464 |
|
14,119 |
464 |
Restructuring Provision |
17 |
1,457 |
- |
|
757 |
- |
Total Current Liabilities |
|
2,592 |
464 |
|
14,876 |
464 |
|
|
|
|
|
|
|
Total Liabilities |
|
2,592 |
464 |
|
14,876 |
464 |
|
|
|
|
|
|
|
Net Assets/(Liabilities) |
|
38,578 |
(113) |
|
25,596 |
(113) |
Equity attributable to owners of the Parent |
|
|
|
|
|
|
Share capital |
18 |
11,204 |
454 |
|
11,204 |
454 |
Share premium |
18 |
86,105 |
4,880 |
|
86,105 |
4,880 |
Warrant reserve |
19 |
15,051 |
743 |
|
15,051 |
743 |
Revaluation reserve |
12 |
- |
45 |
|
- |
45 |
Foreign currency translation reserve |
|
98 |
- |
|
- |
- |
Retained losses |
|
(73,880) |
(6,235) |
|
(86,764) |
(6,235) |
Total Equity |
|
38,578 |
(113) |
|
25,596 |
(113) |
The Company has elected to take the exemption under Section 408 of the Companies Act 2006 from presenting the Parent Company Income Statement and Statement of Comprehensive Income. The loss for the Company for the year ended 28 February 2026 was £89,798k (loss for year ended 28 February 2025: £708k).
The Financial Statements were approved and authorised for issue by the Board of Directors on 17 September 2026 and were signed on its behalf by:
Clive Carver
Director
Consolidated Statement of Changes in Equity
for the year ended 28 February 2026
YEAR ENDED 28 FEBRUARY 2026
£’000 |
Share Capital |
Share Premium |
Warrant Reserve |
Revaluation Reserve |
Foreign Currency Translation Reserve |
Convertible Loan Note Reserve |
Accumulated Losses |
Total |
Balance at 1 March 2025 |
454 |
4,880 |
743 |
45 |
- |
- |
(6,235) |
(113) |
Loss for the year |
- |
- |
- |
- |
- |
- |
(76,914) |
(76,914) |
Other comprehensive income |
- |
- |
- |
- |
98 |
- |
- |
98 |
Total comprehensive loss for the year |
- |
- |
- |
- |
98 |
- |
(76,914) |
(76,816) |
Warrants issued |
- |
- |
16,016 |
- |
- |
- |
- |
16,016 |
Expiry of warrant instruments |
- |
- |
(569) |
- |
- |
- |
569 |
- |
Release of revaluation reserve |
- |
- |
- |
(45) |
- |
- |
- |
(45) |
Total before transactions with owners |
454 |
4,880 |
16,190 |
- |
98 |
- |
(82,580) |
(60,958) |
Exercise of warrants |
74 |
1,140 |
- |
- |
- |
- |
- |
1,214 |
Transfer on exercise of warrants |
- |
- |
(1,139) |
- |
- |
- |
1,139 |
- |
Issue of convertible loan notes |
- |
- |
- |
- |
- |
7,561 |
- |
7,561 |
Conversion of convertible loan notes |
10,676 |
80,085 |
- |
- |
- |
- |
- |
90,761 |
Transfer on conversion of convertible loan notes |
- |
- |
- |
- |
- |
(7,561) |
7,561 |
- |
Total transactions with owners, recognized directly in equity |
10,750 |
81,225 |
(1,139) |
- |
- |
- |
8,700 |
99,536 |
Balance at 28 February 2026 |
11,204 |
86,105 |
15,051 |
- |
98 |
- |
(73,880) |
38,578 |
YEAR ENDED 28 FEBRUARY 2025
£’000 |
Share Capital |
Share Premium |
Warrant Reserve |
Revaluation Reserve |
Other Reserves |
Convertible Loan Note Reserve |
Accumulated Losses |
Total |
Balance at 1 March 2024 |
379 |
4,880 |
704 |
- |
- |
- |
(5,527) |
436 |
Loss for the year |
- |
- |
- |
- |
- |
- |
(708) |
(708) |
Other comprehensive income for the year |
- |
- |
- |
- |
|
|
- |
- |
Total comprehensive loss for the year |
- |
- |
- |
- |
- |
- |
(708) |
(708) |
Issue of shares |
75 |
- |
- |
- |
- |
- |
- |
75 |
Share-based payments |
- |
- |
39 |
- |
- |
- |
- |
39 |
Changes in reserves |
- |
- |
- |
45 |
- |
- |
- |
45 |
Total transactions with owners, recognized directly in equity |
75 |
- |
39 |
45 |
- |
- |
- |
159 |
Balance at 28 February 2025 |
454 |
4,880 |
743 |
45 |
- |
- |
(6,235) |
(113) |
Company Statement of Changes in Equity
for the year ended 28 February 2026
YEAR ENDED 28 FEBRUARY 2026
£’000 |
Share Capital |
Share Premium |
Warrant Reserve |
Revaluation Reserve |
Other Reserves |
Convertible Loan Note Reserve |
Accumulated Losses |
Total |
Balance at 1 March 2025 |
454 |
4,880 |
743 |
45 |
- |
- |
(6,235) |
(113) |
Loss for the year |
- |
- |
- |
- |
- |
- |
(89,798) |
(89,798) |
Other comprehensive income |
- |
- |
- |
- |
- |
- |
- |
- |
Total comprehensive loss for the year |
- |
- |
- |
- |
- |
- |
(89,798) |
(89,798) |
Warrants issued |
- |
- |
16,016 |
- |
- |
- |
- |
16,016 |
Expiry of warrant instruments |
- |
- |
(569) |
- |
- |
- |
569 |
- |
Release of revaluation reserve |
- |
- |
- |
(45) |
- |
- |
- |
(45) |
Total before transactions with owners |
454 |
4,880 |
16,190 |
- |
- |
- |
(95,464) |
(73,940) |
Exercise of warrants |
74 |
1,140 |
- |
- |
- |
- |
- |
1,214 |
Transfer on exercise of warrants |
- |
- |
(1,139) |
- |
- |
- |
1,139 |
- |
Issue of convertible loan notes |
- |
- |
- |
- |
- |
7,561 |
- |
7,561 |
Conversion of convertible loan notes |
10,676 |
80,085 |
- |
- |
- |
- |
- |
90,761 |
Transfer on conversion of convertible loan notes |
- |
- |
- |
- |
- |
(7,561) |
7,561 |
- |
Total transactions with owners, recognized directly in equity |
10,750 |
81,225 |
(1,139) |
- |
- |
- |
8,700 |
99,536 |
Balance at 28 February 2026 |
11,204 |
86,105 |
15,051 |
- |
- |
- |
(86,764) |
25,596 |
YEAR ENDED 28 FEBRUARY 2025
£’000 |
Share Capital |
Share Premium |
Warrant Reserve |
Revaluation Reserve |
Other Reserves |
Convertible Loan Note Reserve |
Accumulated Losses |
Total |
Balance at 1 March 2024 |
379 |
4,880 |
704 |
- |
- |
- |
(5,527) |
436 |
Loss for the year |
- |
- |
- |
- |
- |
- |
(708) |
(708) |
Other comprehensive income for the year |
- |
- |
- |
- |
|
|
- |
- |
Total comprehensive loss for the year |
- |
- |
- |
- |
- |
- |
(708) |
(708) |
Issue of shares |
75 |
- |
- |
- |
- |
- |
- |
75 |
Share-based payments |
- |
- |
39 |
- |
- |
- |
- |
39 |
Changes in reserves |
- |
- |
- |
45 |
- |
- |
- |
45 |
Total transactions with owners, recognized directly in equity |
75 |
- |
39 |
45 |
- |
- |
- |
159 |
Balance at 28 February 2025 |
454 |
4,880 |
743 |
45 |
- |
- |
(6,235) |
(113) |
Consolidated Statement of Cash Flows
for the year ended 28 February 2026
£’000 |
Note |
Year ended 28 February 2026 |
Year ended 28 February 2025 |
Cash flows from operating activities |
|
|
|
Loss before income tax |
|
(76,914) |
(707) |
Adjustments for: |
|
|
|
Revenue received in intangible assets |
4 |
(42) |
- |
Revaluations of intangible assets |
12 |
- |
45 |
Unrealised loss on intangible assets |
12 |
25,881 |
- |
Loss on disposal of intangible assets |
12 |
6,763 |
- |
Fair value gains on investments |
13 |
(1,163) |
- |
Fair value loss on derivative liabilities |
9 |
9,446 |
- |
Loss on CLN settlements received in Bitcoin |
9 |
2,142 |
- |
Effective interest charge on convertible loan notes |
9 |
21,212 |
- |
Non-cash warrants expense |
19 |
1,038 |
39 |
Impairment of social security and other taxation balance |
14 |
895 |
- |
Operating expenses settled through warrants |
|
110 |
- |
Unrealised foreign exchange losses |
|
604 |
- |
(Increase)/Decrease in trade and other receivables |
14 |
(1,020) |
30 |
Increase in trade and other payables |
16 |
987 |
279 |
Increase in provisions |
17 |
1,457 |
- |
Net cash used in operating activities |
|
(8,604) |
(314) |
Cash flows from investing activities |
|
|
|
Purchase of intangible assets |
12 |
(27,556) |
(45) |
Disposal proceeds from sale of intangible assets |
12 |
59,025 |
- |
Purchase of investments |
13 |
- |
(250) |
Foreign exchange difference on disposal proceeds |
|
(272) |
- |
Net cash generated from/(used in) investing activities |
|
31,197 |
(295) |
Cash flows from financing activities |
|
|
|
Proceeds from issue of share capital |
18 |
948 |
75 |
Proceeds from issue of convertible loan notes |
9 |
64,903 |
- |
Repayments of convertible loan notes |
9 |
(77,971) |
- |
Convertible loan note transaction costs paid |
9 |
(1,699) |
- |
Net cash (used in)/generated from financing activities |
|
(13,820) |
75 |
| |||
Net increase/(decrease) in cash and cash equivalents |
|
8,773 |
(534) |
Cash and cash equivalents at beginning of year |
15 |
31 |
565 |
Effect of foreign exchange rate changes on cash and cash equivalents |
|
(29) |
- |
Cash and cash equivalents at end of year |
15 |
8,775 |
31 |
Non-cash Transactions
Certain convertible loan note subscriptions were settled in Bitcoin (£95,297k, as disclosed in Note 12) and convertible loan notes were converted into ordinary shares during the year, as disclosed in Notes 9 and 18. Certain operating expenses and Trade and other payables balances were also settled through non-cash transactions, including warrant issuances and convertible loan note subscriptions. Of these amounts, £316k related to Trade and other payables outstanding at 28 February 2025 (£188k subsequently settled through warrant issuances and £128k through CLN subscriptions) and has therefore been excluded from the movement in Trade and other payables presented in the Consolidated Statement of Cash Flows. The movement in Trade and other receivables has been adjusted for a £895k Social security and other taxation balance impaired in full during the year, as the impairment did not represent a cash flow.
Company Statement of Cash Flows
for the year ended 28 February 2026
£’000 |
Note |
Year ended 28 February 2026 |
Year ended 28 February 2025 |
Cash flows from operating activities |
|
|
|
Loss before income tax |
|
(89,798) |
(707) |
Adjustments for: |
|
|
|
Revenue received in intangible assets |
4 |
(42) |
|
Revaluations of intangible assets |
12 |
- |
45 |
Unrealised loss on intangible assets |
12 |
212 |
- |
Fair value gains on investments |
13 |
(1,163) |
- |
Fair value loss on derivative liabilities |
9 |
9,446 |
- |
Loss on CLN settlements received in Bitcoin |
9 |
2,142 |
- |
Effective interest charge on convertible loan notes |
9 |
21,212 |
- |
Non-cash warrants expense |
19 |
1,038 |
39 |
Impairment of amounts owed from subsidiary undertakings |
14 |
1,205 |
- |
Operating expenses settled through warrants |
|
110 |
- |
Impairment of investment in subsidiary |
13 |
45,145 |
- |
Impairment of social security and other taxation balance |
14 |
895 |
- |
Unrealised foreign exchange losses |
|
588 |
- |
Increase in trade and other payables |
16 |
984 |
279 |
(Increase)/Decrease in trade and other receivables |
14 |
(1,020) |
30 |
Increase in amounts owed to subsidiary undertakings |
16 |
630 |
- |
Increase in provisions |
17 |
757 |
- |
Net cash used in operating activities |
|
(7,659) |
(314) |
Cash flows from investing activities |
|
|
|
Purchase of investments |
13 |
- |
(250) |
Purchase of intangible assets |
12 |
- |
(45) |
Net cash used in investing activities |
|
- |
(295) |
Cash flows from financing activities |
|
|
|
Advances to subsidiary undertakings |
|
(23,782) |
- |
Repayment of advances to subsidiary undertakings |
|
57,443 |
- |
Proceeds from issue of share capital |
18 |
948 |
75 |
Proceeds from issue of convertible loan notes |
9 |
60,313 |
- |
Repayments of convertible loan notes |
9 |
(77,971) |
- |
Convertible loan note transaction costs paid |
9 |
(1,699) |
- |
Foreign exchange differences on financing activities |
|
(272) |
- |
Net cash (used in)/generated from financing activities |
|
14,979 |
75 |
| |||
Net increase/(decrease) in cash and cash equivalents |
|
7,320 |
(534) |
Cash and cash equivalents at beginning of year |
15 |
31 |
565 |
Effect of foreign exchange rate changes on cash and cash equivalents |
|
(503) |
- |
Cash and cash equivalents at end of year |
15 |
6,848 |
31 |
Non-cash Transactions
The Company’s cash-flow movements have been adjusted for the non-cash transactions described in the Consolidated Statement of Cash Flows above.
Notes to the Financial Statements
for the year ended 28 February 2026
- General information
The Company is a public limited company incorporated in England and Wales and domiciled in the United Kingdom. The registered office and principal place of business is 9th Floor, 16 Great Queen Street, London WC2B 5DG. The Company was incorporated on 19 March 2021.
On 2 July 2025, the Company announced its intention to change its name to Satsuma Technology PLC (Ticker SATS). The Company's TIDM has changed from "TAO" to "SATS" from 14 July 2025. The Company's website has been changed to www.satsuma.digital.
During the year the Company was a publicly listed technology company whose principal activity was the holding of the decentralised digital cryptocurrency known as Bitcoin (“BTC”) as a treasury reserve asset. The Company also operated a decentralised artificial intelligence (“AI”) business focused on publicly traded companies known to hold Bitcoin.
During the year a new subsidiary entity, Satsuma Technology Pte Ltd (now called STT1 PTE Ltd) was incorporated in Singapore for the purposes of supporting the Group’s treasury operations in a tax and regulatorily favourable jurisdiction. STT1 PTE Ltd is a wholly owned subsidiary of Satsuma Technology Plc, and its results have been consolidated in accordance with applicable accounting standards, aligned with the accounting policies adopted and implemented by the Group. The figures for the period represent the consolidated results for the period since incorporation of the subsidiary to and at the reporting date.
As explained in Note 24, the Company ceased to pursue its Digital Asset Treasury Strategy after the reporting date and its principal activity going forward is that of a cash shell.
- Significant Accounting Policies
The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.
- Basis of preparation of Financial Statements
The financial statements have been prepared in accordance with UK-adopted international accounting standards and with the requirements of the Companies Act 2006 applicable to companies reporting under those standards.
The financial statements are presented in Sterling, which is the functional currency of the Company. Monetary amounts are rounded to the nearest £'000, unless otherwise stated.
The financial statements have been prepared under the historical cost convention, except for certain intangible assets measured under the revaluation model and certain financial instruments measured at fair value, as described in the accounting policies below.
New and amended standards
- New and amended standards effective for the current financial year
The Group has applied the amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates – Lack of Exchangeability, which are effective for annual reporting periods beginning on or after 1 January 2025. The adoption of these amendments did not have a material impact on the financial statements.
- New standards, amendments and interpretations in issue but not yet effective and not early adopted
Standards, amendments and interpretations that are not yet effective and have not been early adopted are as follows:
Standard |
|
Impact on initial application |
|
Effective date |
IFRS 18 |
|
Presentation and Disclosure in Financial Statements |
|
1 January 2027 |
IFRS 9 & IFRS 7 (Amendments) |
|
Classification and measurement of Financial Instruments |
|
1 January 2026 |
IFRS 9 & IFRS 7 (Amendments) |
|
Contracts Referencing Nature-dependent Electricity |
|
1 January 2026 |
Annual improvements to IFRS - Volume 11 |
|
Various amendments |
|
1 January 2026 |
|
|
|
|
|
The Group is currently assessing the impact of these new and amended standards. With the exception of IFRS 18, which is expected to affect the presentation and disclosure of the Group's financial statements, the Directors do not currently expect their adoption to have a material impact on the Group's financial statements.
- Going Concern
The Directors have prepared the financial statements on a going concern basis.
The Group incurred a loss for the year of £76,914k (2025: £708k) and, at 28 February 2026, had net assets of £38,578k (2025: net liabilities of £113k). In assessing the appropriateness of the going concern basis, the Directors have prepared cash flow forecasts covering a period of at least 12 months from the date of approval of these financial statements.
Following the General Meeting held on 20 July 2026, at which shareholders approved the return of substantially all of the Company’s capital and the cancellation of the Company’s listing, the Group has ceased to pursue its digital asset treasury strategy, and the Company’s principal activity going forward is that of a cash shell. The forecasts reflect the Company’s position following the return of capital and settlement of transformation and termination costs, estimated at £2.7 million, after which the Company expects to retain approximately £2 million of cash and will have no borrowings, no digital asset holdings and no trading operations.
Following the settlement of transformation and termination costs, in addition to the return of capital, the Company’s annualised cost base is expected to significantly decrease as the Group’s operations are closed and the Company’s listing is cancelled.
The Directors have also considered the costs of the return of capital and the associated Court process, the costs of maintaining the Company while a new venture is identified, and the sensitivity of the Company’s cash position to a delay in identifying a suitable opportunity.
Having considered these sensitivities, the Directors believe that the Company will have sufficient working capital to meet its obligations as they fall due for a period of at least 12 months from the date of approval of these financial statements.
Accordingly, the Directors continue to adopt the going concern basis of accounting in preparing these financial statements.
- Basis of consolidation
The consolidated financial statements incorporate the financial statements of the Company and its subsidiary undertaking. Subsidiaries are entities controlled by the Group. Control is achieved when the Group has power over the investee, exposure or rights to variable returns from its involvement with the investee, and the ability to use its power to affect those returns.
The results of subsidiary undertakings acquired or disposed of during the year are included in the consolidated statement of profit or loss and other comprehensive income from the effective date of acquisition or up to the effective date of disposal, as appropriate.
In preparing the consolidated financial statements, intra-group balances, transactions, income and expenses are eliminated in full.
- Foreign currencies
Functional and presentation currency
Items included in the financial statements of each Group entity are measured using the currency of the primary economic environment in which the entity operates (the “functional currency”). The functional currency of the Company is Pound Sterling (“GBP”), while the functional currency of the Company's subsidiary, STT1 Pte Ltd, is the Singapore Dollar (“SGD”). The consolidated financial statements are presented in Pound Sterling.
Transactions and balances
Foreign currency transactions are translated into the relevant functional currency using the exchange rates prevailing at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies are retranslated at the exchange rates prevailing at the reporting date. Foreign exchange gains and losses resulting from the settlement of such transactions and from the retranslation of monetary assets and liabilities are recognised in profit or loss.
On consolidation, the assets and liabilities of foreign operations are translated into Pound Sterling at the exchange rates prevailing at the reporting date. Income and expenses are translated at average exchange rates for the period, unless exchange rates fluctuate significantly, in which case the exchange rates at the dates of the transactions are used. Exchange differences arising on translation are recognised in other comprehensive income and accumulated in the foreign currency translation reserve.
- Operating segments
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker.
The chief operating decision maker, which is responsible for allocating resources and assessing the performance of the Group's operating segments, has been identified as the executive Board of Directors.
During the year, the Group operated as a single operating segment, being the holding and management of digital assets and related treasury activities. All material operations, assets and liabilities were reviewed and managed on a consolidated basis.
- Fair Value measurement
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.
The Group measures certain financial and non-financial assets and liabilities at fair value at each reporting date, including digital assets, listed investments and derivative liabilities.
Fair values are determined using valuation techniques appropriate in the circumstances and for which sufficient data is available, maximising the use of observable market inputs and minimising the use of unobservable inputs.
Quoted prices in active markets are used where available. Where quoted market prices are not available, fair value is determined using appropriate valuation techniques, including option pricing models and other valuation methodologies.
For the purposes of fair value disclosures, the Group categorises fair value measurements into the following hierarchy in accordance with IFRS 13 Fair Value Measurement:
- Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities;
- Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly; and
- Level 3: unobservable inputs for the asset or liability.
The classification within the fair value hierarchy is determined based on the lowest level input that is significant to the fair value measurement.
- Revenue
Revenue is recognised in accordance with IFRS 15 Revenue from Contracts with Customers when control of the promised goods or services is transferred to the customer in an amount that reflects the consideration to which the Group expects to be entitled.
During the year, the Group earned advisory, consultancy and infrastructure-related income in connection with digital asset and network activities. Revenue is recognised at the point in time or over the period in which the relevant services are provided and the Group’s performance obligations are satisfied.
Where consideration is denominated in Pound Sterling but is settled through the transfer of cryptocurrency or other digital assets, revenue is recognised based on the amount of consideration to which the Group is entitled under the contractual terms. Digital assets received in settlement are initially recognised at fair value when control of those assets transfers to the Group.
Digital assets received in settlement of revenue are subsequently accounted for as intangible assets in accordance with IAS 38 Intangible Assets.
- Intangible assets
The Group’s intangible assets principally comprise digital assets, primarily Bitcoin.
Cryptocurrencies, including Bitcoin, are classified as intangible assets in accordance with IAS 38 Intangible Assets. They are identifiable non-monetary assets without physical substance and do not meet the definition of cash or a financial asset. The Group holds cryptocurrencies for treasury and strategic purposes rather than for sale in the ordinary course of business. The Group does not apply the requirements of IAS 2 Inventories.
Digital assets purchased for cash are initially recognised at cost, comprising the purchase price and directly attributable transaction costs. Where digital assets are received as non-cash consideration, their initial carrying amount is determined by reference to the requirements applicable to the underlying transaction. Bitcoin received in settlement of subscriptions for convertible loan notes during the year was initially recognised at fair value when control of the Bitcoin transferred to the Group.
The Group assesses, at each reporting date, whether an active market exists for each class of cryptocurrency held by the Group, having regard to quoted market prices, trading volumes, liquidity and market activity. Where an active market exists, cryptocurrencies are subsequently measured using the revaluation model prescribed by IAS 38. Under this model, cryptocurrencies are carried at fair value at each reporting date, determined by reference to quoted prices in the relevant active market.
The Group's cryptocurrency intangible assets are considered to have indefinite useful lives as there is no foreseeable limit to the period over which they are expected to generate economic benefits for the Group. Consequently, these assets are not amortised.
Increases in carrying value arising on revaluation are recognised in other comprehensive income (“OCI”) and accumulated in the revaluation reserve, except to the extent that they reverse a previous revaluation decrease in respect of the same asset recognised in profit or loss, in which case the increase is recognised in profit or loss. Decreases in carrying value arising on revaluation are recognised in profit or loss, except to the extent of any existing credit balance in the revaluation reserve relating to the same asset, in which case the decrease is recognised in OCI.
Upon disposal of cryptocurrencies, the difference between the disposal proceeds and the carrying amount of the asset at the date of disposal is recognised in profit or loss. Any related balance held within the revaluation reserve is transferred directly to retained losses and is not recycled through profit or loss.
As cryptocurrencies are non-monetary assets for the purposes of IAS 21 The Effects of Changes in Foreign Exchange Rates, cryptocurrency balances held by foreign operations are translated into the Group's presentation currency in accordance with the Group's foreign currency accounting policy. Exchange differences arising on the translation of foreign operations are recognised in OCI and accumulated in the foreign currency translation reserve.
Purchases and disposals of cryptocurrencies are classified as investing activities in the consolidated statement of cash flows, reflecting the Group's purpose in holding cryptocurrencies for treasury and strategic purposes rather than for sale in the ordinary course of business.
- Financial Instruments
Financial assets and financial liabilities are recognised when the Group becomes a party to the contractual provisions of the instrument.
Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities, other than those measured at fair value through profit or loss (“FVTPL”), are added to or deducted from the fair value of the financial asset or financial liability, as appropriate, on initial recognition. Transaction costs directly attributable to financial instruments measured at FVTPL are recognised immediately in profit or loss.
Financial assets
Financial assets are classified and subsequently measured in accordance with IFRS 9 Financial Instruments. The Group's financial assets comprise principally cash and cash equivalents, trade and other receivables and investments.
Financial assets held within a business model whose objective is to hold assets to collect contractual cash flows, where those contractual cash flows consist solely of payments of principal and interest, are subsequently measured at amortised cost using the effective interest method, net of any impairment losses.
Equity investments that are not held for trading and for which the Group has not made an irrevocable election to present subsequent changes in fair value in other comprehensive income are measured at FVTPL. Changes in fair value are recognised in profit or loss.
Impairment of financial assets
The Group recognises loss allowances for expected credit losses (“ECLs”) on financial assets measured at amortised cost. Loss allowances are measured in accordance with the requirements of IFRS 9, taking into account reasonable and supportable information available without undue cost or effort.
Financial liabilities
Financial liabilities are classified as either financial liabilities at amortised cost or at FVTPL. Financial liabilities measured at amortised cost are subsequently measured using the effective interest method. Interest expense and other movements arising through the effective interest method are recognised in profit or loss.
Financial liabilities are measured at FVTPL where required by IFRS 9. Changes in the fair value of derivative liabilities are recognised in profit or loss unless otherwise required by the applicable accounting standards.
Financial assets are derecognised when the contractual rights to the cash flows from the asset expire or are transferred and the Group has transferred substantially all the risks and rewards of ownership. Financial liabilities are derecognised when the Group's contractual obligations are discharged, cancelled or expire.
- Investments
Equity investments are accounted for in accordance with IFRS 9 Financial Instruments. Investments are initially recognised at fair value and are subsequently measured at fair value through profit or loss (“FVTPL”). Changes in fair value are recognised in profit or loss in the period in which they arise.
Fair value is determined using observable market data, including quoted market prices, where available. Where a quoted price is available in an active market for an identical investment, the investment is classified as Level 1 within the fair value hierarchy. Where an active market does not exist, fair value is determined using an appropriate valuation technique based on observable market inputs, where available. Such measurements are classified within Level 2 of the fair value hierarchy where all significant inputs to the valuation are observable.
Purchases and disposals of investments are recognised on the trade date. Cash flows relating to the acquisition and disposal of investments are classified as investing activities in the consolidated statement of cash flows.
- Derivative liabilities
Derivative liabilities principally arose from warrant entitlements associated with the Group's convertible loan note and fundraising arrangements.
Derivative liabilities are initially recognised at fair value when the Group becomes party to the contractual provisions giving rise to the derivative. They are subsequently measured at fair value through profit or loss (“FVTPL”), with changes in fair value recognised in profit or loss in the period in which they arise.
Fair value is determined using appropriate valuation techniques, including Monte Carlo simulation and Black-Scholes option pricing models, where appropriate, incorporating observable and unobservable market inputs.
Immediately prior to derecognition or settlement, derivative liabilities are remeasured to fair value, with any resulting gain or loss recognised in profit or loss.
Derivative liabilities are derecognised when the contractual obligation is extinguished, cancelled or expires, or where the arrangement is settled through the issue of an equity instrument that qualifies for equity classification under IAS 32 Financial Instruments: Presentation. Where settled through the issue of qualifying equity instruments, the carrying amount of the derivative liability at the date of settlement is transferred to equity.
- Convertible Loan Notes
Where the terms of convertible loan notes give rise to both liability and equity components, the instruments are separated on initial recognition into their respective liability and equity components in accordance with IAS 32 Financial Instruments: Presentation. The liability component is initially measured at the fair value of the contractual cash flows discounted using the market rate of interest applicable to a comparable financial liability without an equity conversion feature. The residual amount is recognised within equity.
Transaction costs that are incremental and directly attributable to the issue of a compound financial instrument are allocated between the liability and equity components in proportion to their respective initial carrying amounts. Transaction costs may include cash costs and the fair value of equity instruments issued as consideration for services directly attributable to the fundraising. Transaction costs allocated to the liability component are deducted from its initial carrying amount and subsequently recognised in profit or loss using the effective interest method. Transaction costs allocated to the equity component are recognised as a deduction from equity.
Where convertible loan note arrangements give rise to derivative financial liabilities requiring separate recognition under IAS 32 and IFRS 9 Financial Instruments, those derivative liabilities are initially recognised separately at fair value and subsequently accounted for in accordance with the Group's accounting policy for derivative liabilities.
Following initial recognition, the liability component of convertible loan notes is subsequently measured at amortised cost using the effective interest rate (“EIR”) method. Finance costs, including coupon interest, amortisation of transaction costs and other amounts arising from application of the effective interest method, are recognised in profit or loss over the relevant term of the instrument.
Where convertible loan notes are extinguished or otherwise settled other than through conversion in accordance with their original contractual terms, the liability component is derecognised and any resulting gain or loss is recognised in profit or loss in accordance with IFRS 9.
Upon conversion of a compound convertible loan note into equity in accordance with its original contractual terms, the carrying amount of the liability component is transferred to equity and no gain or loss is recognised on conversion. The equity component recognised on initial recognition remains within equity.
Cash flows relating to convertible loan notes are classified as financing activities in the consolidated statement of cash flows.
- Taxation
Current tax represents the amount expected to be paid to or recovered from taxation authorities in respect of taxable profits or losses for the current and prior periods, using tax rates and laws enacted or substantively enacted at the reporting date.
Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities in the financial statements and their corresponding tax bases, together with unused tax losses and credits to the extent applicable.
Deferred tax assets are recognised only to the extent that it is probable that future taxable profits will be available against which deductible temporary differences and unused tax losses and credits can be utilised.
Current and deferred tax are recognised in profit or loss, except to the extent that they relate to items recognised in other comprehensive income or directly in equity, in which case they are recognised in other comprehensive income or directly in equity, respectively.
- Loss per share
Basic loss per share is calculated by dividing the loss attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares outstanding during the period.
Diluted loss per share is calculated by adjusting the loss attributable to ordinary shareholders and the weighted average number of ordinary shares outstanding for the effects of all dilutive potential ordinary shares.
Potential ordinary shares are treated as anti-dilutive and excluded from the calculation of diluted loss per share when their inclusion would decrease the loss per share.
- Investments in subsidiaries
Investments in subsidiary undertakings are recognised in the parent Company financial statements at cost less accumulated impairment losses.
At each reporting date, the Company assesses whether there is any indication that an investment may be impaired. Where such indicators exist, the recoverable amount of the investment is determined in accordance with IAS 36 Impairment of Assets.
Recoverable amount is the higher of fair value less costs of disposal and value in use.
Where the carrying amount of an investment exceeds its recoverable amount, an impairment loss is recognised immediately in profit or loss.
Where fair value less costs of disposal is used to determine recoverable amount, fair value is estimated using an appropriate valuation methodology having regard to the nature of the subsidiary and the information available at the reporting date.
Impairment losses recognised in prior periods are assessed at each reporting date for indications that the loss has decreased or no longer exists. Where appropriate, an impairment loss is reversed to the extent that the revised carrying amount does not exceed the carrying amount that would have been determined had no impairment loss previously been recognised.
- Trade and other receivables
Trade receivables are initially recognised at their transaction price where they do not contain a significant financing component. Other receivables are initially recognised at fair value. Trade and other receivables are subsequently measured at amortised cost, less expected credit losses where applicable.
Cash flows relating to trade and other receivables are classified as operating activities in the consolidated statement of cash flows.
- Cash and cash equivalents
Cash and cash equivalents comprise cash held at bank that is readily available for use by the Group. For the purposes of the consolidated statement of cash flows, cash and cash equivalents exclude balances subject to restrictions on use.
Digital assets, including Bitcoin and USDC, are not classified as cash or cash equivalents and are accounted for separately in accordance with the Group's accounting policy for intangible assets.
- Trade and other payables
Trade and other payables are initially recognised at fair value and are subsequently measured at amortised cost.
Trade and other payables comprise trade creditors, accruals, taxation and social security liabilities and other short-term balances.
Cash flows relating to trade and other payables are classified as operating activities in the consolidated statement of cash flows.
- Provisions
Provisions are recognised when the Group has a present legal or constructive obligation as a result of a past event, it is probable that an outflow of resources will be required to settle the obligation, and a reliable estimate of the amount can be made.
Provisions are measured at the Group’s best estimate of the expenditure required to settle the present obligation at the reporting date. Where the effect of the time value of money is material, provisions are discounted to present value using a pre-tax discount rate reflecting current market assessments of the time value of money and the risks specific to the obligation.
Restructuring provisions are recognised when the Group has a detailed formal plan for the restructuring and has raised a valid expectation in those affected that the restructuring will be carried out.
Where the effect of discounting is immaterial, provisions are measured on an undiscounted basis.
- Share capital and Share premium
Ordinary shares are classified as equity.
Incremental costs directly attributable to the issue of ordinary shares or other equity instruments are recognised as a deduction from equity, net of any related tax effect.
Share premium represents amounts received in excess of the nominal value of shares issued by the Company.
Upon the exercise of warrants, the nominal value of shares issued is recognised within share capital and any excess of the exercise proceeds over nominal value is recognised within share premium. Amounts previously recognised within the warrant reserve in respect of warrants exercised may be transferred within equity to retained losses.
Upon conversion of compound convertible loan notes in accordance with their contractual terms, amounts previously recognised within the convertible loan note reserve may be transferred within equity to retained losses. Such transfers represent reclassifications within equity and do not result in the recognition of a gain or loss.
- Warrant reserve
The warrant reserve comprises amounts recognised in respect of equity-classified warrants issued by the Company.
Warrants that meet the requirements for classification as equity instruments under IAS 32 Financial Instruments: Presentation are recognised within equity and are not subsequently remeasured.
Where equity-classified warrants are issued in exchange for goods or services, the transaction is accounted for in accordance with the applicable accounting standard. The fair value of the goods or services received is recognised in accordance with the requirements applicable to the underlying transaction, with a corresponding amount recognised within the warrant reserve.
Where fair value is required to be determined in respect of warrants issued by the Group, an appropriate valuation technique is used, including the Black-Scholes option pricing model where applicable.
On exercise or lapse of equity-classified warrants, any related balance within the warrant reserve may be transferred within equity to retained losses.
- Revaluation Reserve
The revaluation reserve comprises cumulative revaluation gains arising on cryptocurrencies measured using the revaluation model under IAS 38 Intangible Assets, to the extent that those gains have been recognised in other comprehensive income.
Upon disposal of the related assets, amounts recognised within the revaluation reserve are transferred directly to retained losses and are not recycled through profit or loss.
- Foreign currency translation reserve
Exchange differences arising on the translation of foreign operations are recognised in other comprehensive income and accumulated within the foreign currency translation reserve.
On disposal of a foreign operation, the cumulative amount of exchange differences relating to that foreign operation is reclassified to profit or loss where required by IAS 21 The Effects of Changes in Foreign Exchange Rates.
- Capital Management
During the year, the Group's objectives in managing capital were to maintain sufficient financial resources to support its activities and continue as a going concern, while managing the balance between debt and equity funding and seeking to generate returns for shareholders.
The Group monitors its capital structure and available liquidity having regard to its operating requirements, financial commitments and strategic objectives
- Critical accounting judgements and significant accounting estimates
The preparation of the financial statements in accordance with UK-adopted international accounting standards requires the Directors to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.
Judgements, estimates and underlying assumptions are reviewed on an ongoing basis and are based on historical experience and other factors, including expectations of future events that are considered reasonable in the circumstances.
The critical judgements made in applying the Group's accounting policies and the significant accounting estimates and key sources of estimation uncertainty that have the most significant effect on the amounts recognised in the financial statements are set out below.
Critical Accounting Judgements
Classification of warrants and derivative liabilities (Note 9)
The Directors exercised significant judgement in assessing whether warrant arrangements entered into during the year met the requirements for classification as equity instruments under IAS 32 Financial Instruments: Presentation, including consideration of the contractual settlement terms and the “fixed-for-fixed” criterion.
In particular, judgement was required in determining the appropriate classification of the Seed Warrant entitlement associated with the second convertible loan note fundraising. A derivative liability was recognised when the Group became party to the contractual provisions giving rise to the warrant entitlement. Following completion of the secondary fundraising event, the Directors considered whether the entitlement should be reclassified to equity at that date or continue to be accounted for as a derivative liability until the warrants were formally issued.
Having considered the contractual terms and the status of the warrant entitlement, the Directors concluded that it was appropriate to continue to recognise the arrangement as a derivative liability until formal issuance of the executed warrant instruments in December 2025. Immediately prior to derecognition, the derivative liability was remeasured to fair value through profit or loss. On formal issuance, the Directors concluded that the warrants met the requirements for equity classification under IAS 32 and the derivative liability was derecognised and recognised within equity. Further information is provided in Note 9.
Recognition of deferred tax assets (Note 10)
The Group has accumulated tax losses and other deductible temporary differences for which deferred tax assets may potentially arise. The Directors have exercised judgement in assessing whether it is probable that sufficient future taxable profits will be available against which those amounts can be utilised.
In making this assessment, the Directors considered the Group's recent loss history, current position and the uncertainty surrounding the timing and availability of future taxable profits. Based on this assessment, the Directors concluded that recognition of the relevant deferred tax assets was not appropriate at the reporting date. Further information is provided in Note 10.
Classification of cryptocurrencies (Note 12)
The Directors have exercised judgement in determining the appropriate accounting treatment for the Group's cryptocurrency holdings. In particular, the Directors considered the purpose for which the assets were held and concluded that they were held for treasury and strategic purposes rather than for sale in the ordinary course of business. Consequently, the holdings are accounted for as intangible assets under IAS 38 Intangible Assets rather than as inventory under IAS 2 Inventories.
The Directors have also exercised judgement in determining whether an active market exists for each class of cryptocurrency to which the revaluation model is applied. In making this assessment, the Directors’ considered the frequency and volume of transactions, market liquidity and the availability of quoted prices. Where an active market exists, fair value is determined by reference to the quoted price in the principal market at the reporting date. Further information is provided in Note 12.
Impairment of investment in subsidiary (Note 13)
The Directors exercised judgement in assessing the recoverability of the Company's investment in its subsidiary following the identification of impairment indicators during the year. The Directors determined that fair value less costs of disposal was the appropriate basis for determining recoverable amount, having regard to the nature and circumstances of the subsidiary.
Fair value less costs of disposal was determined principally by reference to the subsidiary's adjusted net assets, taking into account the carrying values and recoverability of its underlying assets and liabilities and estimated costs of disposal. Based on this assessment, an impairment loss of £45,145k was recognised during the year. Further information is provided in Note 13.
Recoverability of receivables (Note 14)
The Directors exercised judgement in assessing the recoverability of certain receivable balances where recovery depended on the specific facts and circumstances applicable to the counterparty or balance.
During the year, the Directors assessed amounts due from subsidiary undertakings and certain VAT receivables and concluded that recovery was not sufficiently probable. Consequently, impairment charges of £1,205k and £895k, respectively, were recognised.
These conclusions were based on information available at the reporting date. As no asset was recognised at 28 February 2026 in respect of the relevant balances, they are not considered to represent a key source of estimation uncertainty at the reporting date.
Significant accounting estimates and key sources of estimation uncertainty
Convertible Loan Notes (Note 9)
The initial measurement of the liability components of the convertible loan notes required the Directors to estimate an appropriate market rate of interest for comparable debt instruments without an equity conversion feature. The Directors determined that a market discount rate of 12% was appropriate, having regard to the terms of the instruments and the Group's assessment of an appropriate market rate for comparable debt financing.
The discount rate had a significant effect on the allocation of the proceeds between the liability and equity components on initial recognition and, consequently, on the finance costs recognised through application of the effective interest method over the term of the instruments. A different discount rate would have resulted in a different initial carrying amount of the liability component, equity component and subsequent finance costs recognised during the year.
Further information on the convertible loan notes and the amounts recognised is provided in Note 9.
Provisions (Note 17)
The recognition and measurement of provisions required the Directors to estimate the expenditure expected to be required to settle obligations existing at the reporting date. In determining the amounts recognised, the Directors considered the contractual terms, circumstances existing at the reporting date and, where relevant, the range and likelihood of potential outcomes.
At 28 February 2026, the Group recognised provisions of £1,457k, comprising £1,158k in respect of restructuring obligations and £299k in respect of other obligations. The amounts recognised represent the Directors’ best estimate of the expenditure required to settle those obligations. Actual settlement amounts may differ from the amounts provided. Further information is provided in Note 17.
Share options (Note 19)
In determining the share-based payment expense, the Directors are required to estimate the number of awards expected to vest where awards are subject to service or other non-market vesting conditions. At 28 February 2026, having considered the circumstances existing at the reporting date, including the expected cessation of employment of the relevant participants, the Directors estimated that no outstanding awards subject to those conditions would vest. Consequently, no share-based payment expense was recognised in respect of those awards.
- Revenue
£’000 |
2026 |
2025 |
Advisory and infrastructure-related revenue |
42 |
1 |
Consultancy services |
10 |
- |
|
52 |
1 |
Revenue during the year principally comprised advisory and infrastructure-related services provided in connection with digital asset hosting and network activities. Of the revenue recognised during the year, £42k related to services for which consideration was determined by reference to a contractual share of emissions generated from the relevant digital asset network activities and was settled in digital assets.
The consideration for these services was denominated and invoiced in Pounds Sterling, with the amount payable determined by reference to the market value of the relevant digital assets in accordance with the contractual terms. The invoiced amounts were settled through the transfer of digital assets to the Company.
All revenue recognised in these Consolidated Financial Statements was generated by the Company and, accordingly, no separate disclosure of Group and Company revenue has been presented.
Certain revenue recognised during the year arose from transactions with related parties. Further details are provided in Note 22 - Related party transactions.
- Operating Loss
Operating loss for the year is stated after charging the following:
Fees payable to the former and current auditors in respect of the audit of the Group and Company financial statements and for non-audit services were as follows:
Auditor’s remuneration (£’000) |
2026 |
2025 |
Former auditor – Audit fees |
460 |
42 |
Current auditor – Audit fees |
160 |
- |
Total Audit fees |
620 |
42 |
Former auditor – non-audit services (reporting accountant services) |
294 |
- |
Current auditor – non-audit services (reporting accountant services) |
75 |
- |
Total non-audit services |
369 |
- |
Total Auditor’s remuneration |
989 |
42 |
Included within Former auditor – Audit fees is £210k in respect of the review of the Group's interim financial information (2025: £nil).
Administrative expenses (£’000) |
2026 |
2025 |
Directors Fees |
3,625 |
203 |
Legal, professional and regulatory fees |
5,371 |
450 |
Operations costs |
2,035 |
17 |
Share-based payment charges |
1,038 |
39 |
Total Administrative expenses |
12,069 |
709 |
- Material items of expenditure
The Directors consider the items below to be material by virtue of their size or nature. They principally relate to the Group's Admission, fundraising and financing activities, and organisational restructuring during the year. These items are largely transactional in nature and are not expected to recur at similar levels in future periods. The separately disclosed items are included within administrative expenses and finance costs in the Consolidated Statement of Comprehensive Income.
Pre-Admission restructuring costs principally comprise executive recruitment, corporate establishment, contractor and advisory support, and specialist accounting and advisory fees incurred in preparation for Admission.
Admission-related cash costs principally comprise professional advisory, legal, sponsor, regulatory and security-related costs associated with Admission, together with related incentive arrangements for Directors, employees and contractors.
Financing costs – cash comprise broker commissions and other fundraising costs settled in cash during the year.
Post-Admission executive transition and restructuring costs principally comprise executive transition arrangements, legal costs and contract termination and restructuring activities following Admission.
Separately disclosed items (£’000) |
2026 |
Pre-admission restructuring costs |
667 |
Admission-related cash costs |
3,961 |
Post-Admission executive transition and restructuring costs |
2,112 |
Total separately disclosed items included within administrative expenses |
6,740 |
Financing Costs - cash |
1,699 |
Total separately disclosed items included within finance costs |
1,699 |
Total separately disclosed items |
8,439 |
- Employee Costs
£’000 |
2026 |
2025 |
Wages and salaries |
669 |
1 |
Social security costs |
99 |
- |
Pension costs |
14 |
- |
|
782 |
1 |
Average monthly number of persons employed during the year – Group & Company |
1 |
1 |
The Group had a maximum of three employees at any time during the year. With the exception of Andrew Smith, the Directors were not employees of the Group and were engaged under letters of appointment or through service companies. Directors’ Remuneration is disclosed in Note 8.
- Directors’ Remuneration
Directors’ remuneration for the year was as follows. Further details are included within the Directors’ Remuneration Report.
£’000 |
2026 |
2025 |
Fees and remuneration |
642 |
169 |
Wages and salaries |
328 |
30 |
Bonuses |
950 |
- |
Settlement and termination |
1,541 |
- |
Social security costs |
164 |
4 |
Share-based payments |
1,038 |
13 |
|
4,663 |
216 |
The highest paid Director had remuneration and other amounts recognised in respect of their services of £1,861k (2025: £92k), of which £1,050k related to settlement and termination costs recognised within the restructuring provision at the reporting date. Further information on the restructuring provision is provided in Note 17.
Included within Fees and remuneration are consultancy fees payable to Directors of £146k (2025: £nil).
Share-based payments relate to warrants issued to Directors during the year. Further information is provided in Note 19.
Settlement and termination costs principally relate to restructuring activities undertaken during the year, including payments in lieu of notice (“PILON”).
- Convertible Loan Notes and Derivative Liabilities
Convertible Loan Note 1
On 17 June 2025, the Company entered into its first convertible loan note instrument ("CLN 1"), under which the Company raised gross proceeds of £5.0 million from seed investors. The notes carried no coupon, were due to mature on 30 November 2025 and were secured by a first-ranking debenture over the assets of the Group.
CLN 1 contained a fixed conversion price of £0.002 per share and provided for automatic conversion into ordinary shares of the Company where the required conditions were satisfied by the Long Stop date. These conditions comprised:
- publication of a prospectus prepared under the Prospectus Regulation; and
- admission of the relevant shares to the London Stock Exchange's Main Market (Equity Shares (Commercial Companies) category).
Prior to the Long Stop date, conversion was mandatory upon Admission, following which conversion became optional for both parties. If the notes remained unconverted at maturity, the outstanding principal became repayable.
On 11 July 2025, the Company entered into a deed of amendment with the CLN 1 noteholders. The amendment extended the maturity date from 30 November 2025 to 30 December 2025 and the Long Stop date from 31 August 2025 to 30 September 2025. The deed also amended the Seed Warrant arrangements described below, extending the subscription period from 24 months to five years. The modification of CLN 1 was assessed under IFRS 9 and did not result in a substantial modification or extinguishment of the financial liability.
In addition to the conversion rights, CLN 1 provided noteholders with a contingent entitlement to performance-linked warrants over ordinary shares in the Company ("Seed Warrants"). For each £1.0 million raised above the Target Raise of £100 million, investors became entitled to Seed Warrants representing a further 1% of the principal amount subscribed.
CLN 1 – Accounting treatment
CLN 1 was accounted for as a compound financial instrument, together with a separately accounted-for derivative liability in respect of the contingent Seed Warrant entitlement.
On initial recognition, the host liability was measured at £2,682k, representing the fair value of the liability component excluding the equity conversion feature and Seed Warrant derivative. An amount of £169k was recognised within the convertible loan note reserve in respect of the equity conversion feature, with £2,149k recognised as a derivative financial liability in respect of the Seed Warrant entitlement.
Transaction costs of £250k were allocated to the components of CLN 1 based on their respective initial allocations. Transaction costs attributable to the host liability were included in its initial carrying amount and subsequently recognised through the effective interest method, costs attributable to the equity component were recognised directly in equity, and costs attributable to the derivative liability were recognised immediately in profit or loss.
The host liability was subsequently measured at amortised cost using the effective interest method, resulting in a finance cost of £2,452k being recognised prior to conversion and repayment.
Seed Warrant derivative
The contingent Seed Warrant entitlement was accounted for separately as a derivative financial liability and measured at fair value through profit or loss.
Prior to the number of Seed Warrants becoming fixed, the fair value of the derivative reflected the contractual terms of the Seed Warrant entitlement and the Directors’ assessment of the amount expected to be raised and, consequently, the number of Seed Warrants expected to become issuable.
The derivative was classified as a Level 3 fair value measurement. Further information regarding the valuation methodology and significant inputs used in determining its fair value is provided in Note 19.
Following completion of CLN 2, the number of Seed Warrants to be issued became fixed. Immediately prior to issue of the warrants, the derivative liability was remeasured to fair value, resulting in a fair value loss of £9,446k recognised in the Consolidated Statement of Comprehensive Income.
On 12 December 2025, 1,598,725,000 Seed Warrants were issued pursuant to the warrant instrument. The warrants had an exercise price of £0.002 per share and an exercise period of five years from 12 December 2025. On issue, the warrants met the requirements for classification as equity. Accordingly, the derivative financial liability of £11,595k was derecognised and a corresponding amount was recognised within the warrant reserve.
The Seed Warrants remained unexercised at 28 February 2026.
Conversion and repayment of CLN 1
On 19 December 2025, pursuant to the applicable conversion provisions, £4.0 million of the outstanding principal under CLN 1 converted into 2,000,000,000 ordinary shares at the contractual conversion price of £0.002 per share. The remaining £1.0 million of principal was subsequently repaid.
CLN 1 - Initial Recognition |
£’000 |
Derivative liability – Seed Warrants |
2,149 |
Host liability – gross allocation |
2,682 |
Conversion equity component |
169 |
Gross principal |
5,000 |
Transaction costs allocated to host liability |
(134) |
Transaction costs allocated to equity |
(8) |
Transaction costs expensed in respect of the derivative liability |
(107) |
Total transaction costs |
(250) |
Initial carrying amount of host liability |
2,548 |
Initial carrying amount of conversion equity component |
161 |
CLN 1 – Host liability |
£’000 |
Initial carrying amount |
2,548 |
Effective interest finance cost |
2,452 |
Conversion |
(4,000) |
Repayment |
(1,000) |
Closing balance |
- |
CLN 1 – Seed Warrant Derivative liability |
£’000 |
Initial carrying amount |
2,149 |
Fair value loss |
9,446 |
Transfer to equity on warrant issuance |
(11,595) |
Closing derivative liability |
- |
Convertible Loan Note 2
On 25 July 2025, the Company entered into a second convertible loan note instrument ("CLN 2"), under which the Company raised gross proceeds of £163,949k. The notes carried no coupon, were due to mature on 31 December 2025, had a Long Stop date of 30 September 2025 and were secured by a first-ranking debenture over the assets of the Group.
CLN 2 contained a fixed conversion price of £0.01 per share and provided for automatic conversion into ordinary shares of the Company where the required conditions were satisfied by the Long Stop date. These conditions comprised:
- publication of a prospectus prepared under the Prospectus Regulation; and
- admission of the relevant shares to the London Stock Exchange's Main Market (Equity Shares (Commercial Companies) category).
Prior to the Long Stop date, conversion was mandatory upon Admission, following which conversion became optional for both parties. If the notes remained unconverted at maturity, the outstanding principal became repayable.
CLN 2 – Accounting treatment
CLN 2 was accounted for as a compound financial instrument. On initial recognition £156,003k was allocated to the host liability, representing the fair value of a comparable liability without the equity conversion feature, with the residual amount of £7,946k recognised within the convertible loan note reserve in equity.
Transaction costs allocated to the host liability were deducted from its initial carrying amount and subsequently recognised through the effective interest method. Transaction costs allocated to the equity component were recognised directly in equity.
Following the allocation of transaction costs, the host liability and conversion equity component were initially recognised at £145,287k and £7,400k respectively.
The host liability was subsequently measured at amortised cost using the effective interest method, resulting in a finance cost of £18,661k being recognised prior to conversion and repayment.
Broker Warrants
In connection with CLN 2, the Company became obligated on 25 July 2025 to issue 536,904,348 warrants to one of its brokers as consideration for fundraising services provided in connection with the financing. The warrants had an exercise price of £0.0115 per share and an exercise period of five years.
The Broker Warrants met the requirements for classification as equity on 25 July 2025. Their fair value at that date was £3,383k, determined using a Monte Carlo valuation model, and was recognised within the Warrant reserve as a transaction cost directly attributable to CLN 2.
The Broker Warrants were formally issued on 15 December 2025. As the obligation had already been recognised as an equity instrument on 25 July 2025, formal issuance did not result in any further recognition or remeasurement.
Conversion and repayment of CLN 2
On 19 December 2025, pursuant to the applicable conversion provisions, £86,761k of the outstanding principal under CLN 2 converted into 8,676,100,000 ordinary shares at the contractual conversion price of £0.01 per share. The remaining £77,187k of principal was subsequently repaid.
The related cash outflow presented in the Consolidated Statement of Cash Flows was £77,971k in aggregate for CLN 1 and CLN 2, compared with aggregate principal repayments of £78,187k. The difference principally arose from foreign exchange movements associated with settlement of the liabilities.
CLN 2 - Initial Recognition |
£’000 |
Host liability – gross allocation |
156,003 |
Conversion equity component |
7,946 |
Gross principal |
163,949 |
Transaction costs allocated to host liability |
(10,716) |
Transaction costs allocated to equity |
(546) |
Total transaction costs |
(11,262) |
Initial carrying amount of host liability |
145,287 |
Initial carrying amount of equity component |
7,400 |
CLN 2 – Host liability |
£’000 |
Initial carrying amount |
145,287 |
Effective interest finance cost |
18,661 |
Conversion |
(86,761) |
Repayment |
(77,187) |
Closing balance |
- |
Settlement of convertible loan note subscriptions in Bitcoin
A loss of £2,142k was recognised during the year arising from the settlement of CLN 2 subscriptions using Bitcoin.
The Convertible Loan Notes were denominated in GBP. Certain investors elected to settle their subscriptions in Bitcoin, with settlement notices specifying the quantity of Bitcoin required to settle each investor's GBP subscription. Where settlement was not completed within the relevant funding window, revised notices were issued using updated Bitcoin reference prices.
Bitcoin received was recognised initially at fair value on the date control transferred to the Group in accordance with IAS 38.
Movements in the Bitcoin price between the applicable pricing date and receipt resulted in the fair value of Bitcoin recognised differing from the contractual GBP subscription amount. The Bitcoin received was accepted as full settlement and the resulting £2,142k difference was recognised as a loss in the Consolidated Statement of Comprehensive Income.
Further information regarding the Group's accounting policy for cryptocurrencies is provided in Note 12.
Gross Principal
The gross principal raised under both CLNs reconciles to the Consolidated Statement of Cashflows as follows:
Gross Principal Reconciliation |
£’000 |
Gross principal raised through CLN 1 and CLN 2 |
168,949 |
Non-cash subscriptions – CLN 1 |
(160) |
CLN 1 transaction costs settled through subscription |
(250) |
CLN 2 transaction costs settled through subscription |
(6,174) |
Settlement loss on CLN 2 subscriptions received in Bitcoin |
(2,142) |
Bank Fees |
(23) |
Bitcoin received in settlement of CLN 2 subscriptions (Note 12) |
(95,297) |
Cash proceeds from convertible loan notes |
64,903 |
- Taxation
Current |
2026 £’000 |
2025 £’000 |
UK corporation tax – current year |
- |
- |
|
|
|
Deferred |
|
|
Originating and reversing temporary differences |
- |
- |
|
|
|
Total tax charge |
- |
- |
Reconciliation of the tax charge
The tax charge for the year is reconciled to profit before taxation per the statement of comprehensive income as follows:
|
2026 £’000 |
2025 £’000 |
Loss before tax |
(76,914) |
(708) |
Tax at the applicable tax rate of 25% (2025: 25%) |
(19,229) |
(177) |
Unutilised tax losses carried forward |
- |
177 |
Expenses not deductible for tax purposes |
16,750 |
- |
Income not subject to tax |
(291) |
- |
Capital losses realised and unrealised |
(8,146) |
|
Foreign exchange differences |
550 |
|
Deferred tax assets not recognised |
10,366 |
|
|
- |
- |
The standard rate of UK corporation tax applicable to the Group for the year was 25% (2025: 25%).
Unrecognised deferred tax assets
No deferred tax assets have been recognised in respect of unused tax losses and other deductible temporary differences as it is not considered probable that sufficient future taxable profits will be available against which these amounts can be utilised.
At 28 February 2026, the Group had unused tax losses and other deductions of approximately £15,293k (2025: £5,474k) for which no deferred tax asset has been recognised.
The Group also had capital losses and other deductible temporary differences of approximately £195k (2025: £nil) for which no deferred tax asset has been recognised.
The total potential deferred tax asset in respect of these amounts was approximately £3,872k (2025: £1,369k). No deferred tax asset has been recognised as it is not considered probable that sufficient future taxable profits or capital gains will be available against which these amounts can be utilised.
- Loss Per Share
The calculation of the basic and diluted earnings per share is calculated by dividing the loss for the year by the weighted average number of ordinary shares in issue during the year.
Basic loss per share |
2026 |
2025 |
Loss for the year from operations from continuing operations - £'000 |
(76,914) |
(708) |
Weighted number of ordinary shares in issue |
2,606,487,599 |
399,075,001 |
Basic loss per share from continuing operations |
(2.95)p |
(0.18)p |
Diluted loss per share |
2026 |
2025 |
Loss for the year from operations from continuing operations - £’000 |
(76,914) |
(708) |
Weighted average number of ordinary shares and potential shares |
2,606,487,599 |
399,075,001 |
Diluted loss per share from continuing operations |
(2.95)p |
(0.18)p |
The Group had outstanding warrants during the year which could potentially dilute basic loss per share in future periods. These potential ordinary shares have been excluded from the calculation of diluted loss per share for the year ended 28 February 2026 as their inclusion would be anti-dilutive. Accordingly, diluted loss per share is equal to basic loss per share.
Further information on the outstanding warrants is provided in Note 19.
- Intangible Assets
The Group's cryptocurrency holdings at 28 February 2026 principally comprise Bitcoin, which is accounted for as an intangible asset under IAS 38 Intangible Assets and measured using the revaluation model.
Unrealised gains and losses on cryptocurrencies represent revaluation movements recognised during the year. Revaluation increases are recognised in Other Comprehensive Income and accumulated within the Revaluation Reserve, except to the extent that they reverse a previous revaluation decrease recognised in profit or loss. Revaluation decreases are recognised in profit or loss, except to the extent of any existing credit balance in the Revaluation Reserve relating to the same asset.
Intangible assets at 28 February 2026 were as follows:
Group (£’000) |
Bitcoin |
USDC |
TAO Alpha |
AROK |
2026 |
2025 |
Valuation at 1 March |
- |
- |
- |
45 |
45 |
- |
Additions at cost/fair value |
103,502 |
19,352 |
42 |
- |
122,896 |
1 |
Disposals |
(46,554) |
(19,352) |
- |
- |
(65,906) |
- |
Write-off of digital assets |
- |
- |
- |
(45) |
(45) |
- |
Unrealised gains on digital assets |
- |
- |
- |
- |
- |
44 |
Unrealised losses on digital assets |
(25,862) |
- |
(19) |
- |
(25,881) |
- |
Net exchange differences arising on translation |
(277) |
- |
- |
- |
(277) |
- |
Valuation at 28 February |
30,809 |
- |
23 |
- |
30,832 |
45 |
Bitcoin
Bitcoin additions during the year comprised cash purchases of £8,204k and £95,297k of Bitcoin received from investors in settlement of subscriptions for convertible loan notes. The Bitcoin received was initially recognised at fair value when control transferred to the Group.
During the year, the Group disposed of Bitcoin holdings with a carrying value of £46,554k for cash proceeds of £39,943k. Where Bitcoin was held through STT1 Pte Ltd, the disposal result was determined in the subsidiary's functional currency and translated into the Group's presentation currency in accordance with IAS 21. Accordingly, the translated disposal result does not directly correspond to the difference between the sterling carrying value and cash proceeds presented above.
At 28 February 2026, the Bitcoin holdings of the Group were subject to security arrangements entered into in connection with the Convertible Loan Notes, for the gross principal amounts of £168,949k. The Group entered into these agreements on 31 July 2025. The security was released subsequent to the reporting date following settlement of the related obligations – refer to Note 24 for further information.
Net exchange differences arising on translation relate to Bitcoin held by the Group’s subsidiary, STT1 Pte Ltd, which has a functional currency of SGD.
Had the Group applied the cost model under IAS 38, the carrying value of Bitcoin at 28 February 2026 would have been £30,812k (2025: £nil), being cost less accumulated impairment.
USDC
During the year, the Group purchased and subsequently disposed of USDC through STT1 Pte Ltd, whose functional currency is SGD. The USDC was purchased for £19,352k and had the same carrying value immediately prior to disposal. It was sold for cash proceeds of £19,081k. The disposal result was determined in the subsidiary's functional currency and translated into the Group's presentation currency in accordance with IAS 21. Accordingly, the translated disposal result does not directly correspond to the difference between the sterling carrying value and cash proceeds presented above.
Realised losses on the disposal of digital assets recognised in the Consolidated Statement of Comprehensive Income amounted to £6,763k in aggregate, comprising £6,600k in respect of Bitcoin and £163k in respect of USDC.
TAO Alpha
TAO Alpha tokens are valued at each reporting date by reference to the quoted market price for the relevant token on the principal market on which it is traded.
Other Crypto Holdings
In addition to the above, the Group derecognised certain legacy cryptocurrency holdings (AROK Tokens) with a carrying value of £45k. The derecognition resulted in amounts being recognised within both the Revaluation Reserve and the Consolidated Statement of Comprehensive Income.
The fair value of cryptocurrencies held at 28 February 2026 has been determined by reference to quoted prices in active markets and is categorised within Level 1 of the IFRS 13 fair value hierarchy.
Company (£’000) |
Bitcoin |
TAO Alpha |
AROK |
2026 |
2025 |
Valuation at 1 March |
- |
- |
45 |
45 |
- |
Additions at fair value |
95,297 |
42 |
- |
95,339 |
1 |
Transfers to subsidiary |
(94,872) |
- |
- |
(94,872) |
- |
Write-off of digital assets |
- |
- |
(45) |
(45) |
- |
Unrealised gains on digital assets |
- |
- |
- |
- |
44 |
Unrealised losses on digital assets |
(192) |
(20) |
- |
(212) |
- |
Valuation at 28 February |
233 |
22 |
- |
255 |
45 |
Bitcoin
Bitcoin additions during the year comprised £95,297k of Bitcoin received from investors in settlement of subscriptions for convertible loan notes. The Bitcoin received was initially recognised at fair value when control transferred to the Company.
During the year, subsequent to the receipt of Bitcoin in relation to convertible loan note transactions, the Company transferred Bitcoin with a carrying value of £94,872k to its subsidiary as part of the Group's treasury and operational structuring activities.
As noted further above, the security arrangements entered into by the Group also applied to the Bitcoin held by the Company as at 28 February 2026.
The remaining cryptocurrency holdings at 28 February 2026 principally comprise Bitcoin held directly by the Company.
Had the Company applied the cost model under IAS 38, the carrying value of cryptocurrencies at 28 February 2026 would have been £232k (2025: £nil), being cost less accumulated impairment.
TAO Alpha
TAO Alpha tokens are valued at each reporting date by reference to the quoted market price for the relevant token on the principal market on which it is traded.
Other Crypto Holdings
In addition to the above, the Company derecognised certain legacy cryptocurrency holdings (AROK Tokens) with a carrying value of £45k. The derecognition resulted in amounts being recognised within both the Revaluation Reserve and profit or loss.
The fair value of cryptocurrencies held by the Company at 28 February 2026 has been determined by reference to quoted prices in active markets and is categorised within Level 1 of the IFRS 13 fair value hierarchy.
At 28 February 2026 the Group and Company held the following Cryptocurrencies in treasury:
Cryptocurrency |
Group Number |
Group Fair value £ |
Company Number |
Company Fair value £ |
Bitcoin (BTC) |
620 |
30,809,321 |
5 |
232,517 |
TAO Alpha Tokens |
137 |
22,873 |
137 |
22,873 |
|
|
30,832,194 |
|
255,390 |
- Investments
Investments comprise of:
Listed investments – Group (£’000) |
% Holding |
2026 |
2025 |
Listed equity investment - Roundhouse Digital Ltd |
10 |
1,413 |
250 |
|
|
1,413 |
250 |
The Group holds a quoted equity investment which is measured at fair value through profit or loss in accordance with IFRS 9. The investment was made in January 2025 for a cost of £250k.
The investment is measured at fair value using Level 2 inputs within the IFRS 13 fair value hierarchy. Fair value was determined by reference to the quoted market price of Roundhouse Digital Ltd’s shares on Aquis at the reporting date. The investment has been classified as Level 2 as the market for the shares was not considered to be active at the reporting date. No adjustment was made to the quoted market price used in determining fair value.
During the year, a fair value gain of £1,163k (2025: £nil) was recognised in the Consolidated Statement of Comprehensive Income in relation to the remeasurement of the investment to fair value at the reporting date.
Further information regarding the Group’s relationship with Roundhouse Digital Ltd is provided in Note 22.
Investments – Company (£’000) |
% Holding |
2026 |
2025 |
Listed equity investment - Roundhouse Digital Ltd |
10 |
1,413 |
250 |
Investment in subsidiary - STT1 PTE Ltd |
100 |
31,806 |
- |
|
|
33,219 |
250 |
Investments in subsidiaries are stated at cost less accumulated impairment losses.
During the year, the Company acquired its investment in STT1 Pte Ltd for total consideration of £76,951k. Only £100 was paid in cash for this investment, with 893 Bitcoin being transferred for consideration of the remainder.
An impairment assessment was performed at the reporting date and, as a result, an impairment loss of £45,145k was recognised against the carrying value of the investment, reducing its carrying amount to £31,806k at 28 February 2026. The following indicators of impairment were identified:
- the decline in the market price of Bitcoin held by STT1 Pte Ltd
- the realised losses recognised on disposals of Bitcoin during the year, and;
- adverse foreign exchange movements affecting the carrying value of STT1 Pte Ltd’s net asset value.
In accordance with IAS 36 Impairment of Assets, the Directors determined the recoverable amount of the investment by reference to fair value less costs of disposal (“FVLCD”). The Directors considered FVLCD to represent the most appropriate basis for assessing recoverability having regard to the nature of STT1 Pte Ltd and the composition of its underlying assets and liabilities.
The recoverable amount was estimated at approximately £31,806k, determined with reference to the fair value of STT1 Pte Ltd’s underlying net assets at the reporting date, excluding reciprocal intercompany balances which eliminate on consolidation.
Based on this assessment, the Directors recognised an impairment loss of £45,145k, reducing the carrying amount of the investment in STT1 Pte Ltd to its estimated recoverable amount of £31,806k at 28 February 2026. The impairment loss was recognised in the Company Statement of Comprehensive Income.
- Trade and other receivables
Trade and other receivables comprise of:
|
Group |
|
Company | ||
£’000 |
2026 |
2025 |
|
2026 |
2025 |
Prepayments |
150 |
11 |
|
150 |
11 |
Social security and other taxation |
- |
14 |
|
- |
14 |
Total trade and other receivables |
150 |
25 |
|
150 |
25 |
During the year, the Company recognised an impairment loss of £1,205k (2025: £nil) in respect of amounts due from subsidiary undertakings, fully impairing the balance. The impairment reflects the Directors’ assessment of the amounts expected to be recoverable, having regard to the financial position of the relevant subsidiaries and their ability to generate or otherwise access sufficient resources to settle the amounts due (refer to Note 13 for further information).
During the year, the Company recognised an impairment charge of £895k (2025: £nil) in respect of Social security and other taxation. Based on the facts and circumstances existing at the reporting date, the Directors concluded that recovery of these amounts was not sufficiently probable and, accordingly, no asset was recognised in respect of these amounts at 28 February 2026.
- Cash and cash equivalents
Cash and cash equivalents comprise of:
|
Group |
|
Company | ||
£’000 |
2026 |
2025 |
|
2026 |
2025 |
Bank balances |
8,775 |
31 |
|
6,848 |
31 |
Total cash and cash equivalents |
8,775 |
31 |
|
6,848 |
31 |
Cash and cash equivalents comprise amounts held with banks which are available on demand. The Group and Company had no restricted cash at 28 February 2026 or 28 February 2025.
- Trade and other payables
Trade and other payables comprise of:
|
Group |
|
Company | ||
£’000 |
2026 |
2025 |
|
2026 |
2025 |
Trade Payables |
538 |
311 |
|
538 |
311 |
Amounts owed to subsidiary undertakings |
- |
- |
|
12,987 |
- |
Accruals and other creditors |
292 |
152 |
|
289 |
152 |
Social security and other taxation |
305 |
1 |
|
305 |
1 |
Total trade and other payables |
1,135 |
464 |
|
14,119 |
464 |
Amounts owed to subsidiary undertakings principally comprise balances arising from funding, asset transfers and cash settlements between Group entities. The balances are unsecured, interest-free and have no fixed repayment terms.
- Provisions
The following table sets out movements in the Group’s and Company’s provisions during the year:
|
Group |
Company | ||||
£’000 |
Restructuring Provision |
Other Provisions |
Total |
Restructuring Provision |
Other Provisions |
Total |
At 1 March 2025 |
- |
- |
- |
- |
- |
- |
Provided for during the year |
1,158 |
299 |
1,457 |
458 |
299 |
757 |
Utilised during the year |
- |
- |
- |
- |
- |
- |
At 28 February 2026 |
1,158 |
299 |
1,457 |
458 |
299 |
757 |
The restructuring provision relates primarily to costs associated with the Group's operational restructuring activities, including contractual Director termination costs of £1,050k, with the remainder relating to contractual exit costs.
The amounts provided represent the Directors' best estimate of the expenditure required to settle obligations existing at the reporting date. The provisions are expected to be utilised within 12 months of the reporting date. The effect of discounting has not been recognised as the Directors consider the impact of the time value of money to be immaterial.
- Share capital and Share premium
Company (£’000) |
Number of shares |
Share capital |
Share premium |
Total |
At 1 March 2024 |
378,732,535 |
379 |
4,880 |
5,259 |
Issue of new shares – 22 November 2024 |
75,000,000 |
75 |
- |
75 |
At 28 February 2025 |
453,732,535 |
454 |
4,880 |
5,334 |
Shares issued following warrant exercises |
74,067,665 |
74 |
1,140 |
1,214 |
Shares issued on Convertible Loan Note conversions |
10,676,100,000 |
10,676 |
80,085 |
90,761 |
At 28 February 2026 |
11,203,900,200 |
11,204 |
86,105 |
97,309 |
During the year, the Company issued 10,676,100,000 ordinary shares pursuant to the conversion of Convertible Loan Notes. In connection with these conversions, amounts previously recognised within the Convertible Loan Note Reserve were transferred to Retained Losses.
During the year, the Company also issued 74,067,665 ordinary shares following the exercise of warrants. Upon exercise, amounts previously recognised within the Warrant Reserve were transferred to Retained Losses, alongside warrants expiring during the year.
The Company has one class of ordinary shares with a nominal value of £0.001 each. All ordinary shares rank pari passu in all respects and carry equal rights with respect to voting, dividends and distributions. All issued shares were fully paid at 28 February 2026. There were no unpaid shares as at 28 February 2026 (2025: nil).
- Warrants Reserve
£’000 |
2026 |
2025 |
Opening balance at 1 March |
743 |
704 |
Warrants issued |
16,016 |
39 |
Warrants exercised |
(1,139) |
- |
Warrants lapsed |
(569) |
- |
Closing balance at 28 February |
15,051 |
743 |
The principal terms and valuation assumptions relating to warrants issued during the year are summarised below.
Measurement date |
Number of warrants |
Share Price £ |
Share Price Pence |
Exercise Price £ |
Exercise Price Pence |
Expected Volatility |
Expected life |
Risk-free rate |
Expected dividends |
14 July 2025 |
11,000,000 |
0.1003 |
10.03 |
0.002 |
0.2 |
162.34% |
3 years |
3.95% |
0.0% |
25 July 2025 |
536,904,348 |
0.01 |
1 |
0.0115 |
1.15 |
78.8% |
5 years |
4.06% |
0.0% |
12 December 2025 |
1,598,725,000 |
0.0084 |
0.84 |
0.002 |
0.2 |
78.8% |
5 years |
3.95% |
0.0% |
The outstanding warrants at 28 February 2026 are summarised below:
Issue date |
Expiry period |
Exercise price |
Outstanding at 28 February 2026 |
Exercisable at 28 February 2026 |
05 January 2023 |
5 years from date of issue |
£0.03 |
4,600,000 |
4,600,000 |
28 June 2023 |
3 years from date of issue |
£0.025 |
3,333,333 |
3,333,333 |
21 November 2024 |
3 years from date of issue |
£0.002 |
1,000,000 |
1,000,000 |
12 December 2025 |
5 years from date of issue |
£0.002 |
1,598,725,000 |
1,598,725,000 |
15 December 2025 |
5 years from date of issue |
£0.0115 |
536,904,348 |
536,904,348 |
|
|
|
2,144,562,681 |
2,144,562,681 |
|
Weighted average exercise price |
Number of warrants |
Outstanding at the beginning of the year |
3.13p |
129,199,998 |
Issued during the year |
0.44p |
2,146,629,348 |
Exercised during the year |
1.61p |
(74,067,665) |
Lapsed during the year |
4.98p |
(57,199,000) |
Outstanding at the end of the year |
0.45p |
2,144,562,681 |
Exercisable at the end of the year |
0.45p |
2,144,562,681 |
During the year, the Company issued warrants principally in connection with financing and capital raising activities, including seed investors and broker warrant arrangements associated with Convertible Loan Note transactions, alongside warrants issued to Directors.
On 14 July 2025, 11,000,000 warrants were issued to Directors of the Company, with an exercise price of £0.002 per share and a three-year exercise period. These warrants were exercised in full on 25 July 2025. The fair value of the warrants at the grant date was £1,038k. Refer to Note 22 for further information.
On 12 December 2025, 1,598,725,000 warrants were issued to Seed investors in connection with subscriptions for the first Convertible Loan Note issued by the Company, with an exercise price of £0.002 per share and a five-year exercise period. The estimated fair value of these warrants was £11,595k.
Of the 1,598,725,000 warrants issued to Seed investors, 31,974,500 warrants were issued to related parties. The estimated aggregate fair value of these related party warrants was £232k. These warrants were exercised subsequent to the reporting date. Refer to Note 24 for further information.
On 15 December 2025, 536,904,348 warrants were issued to a broker in connection with fundraising activities relating to the second Convertible Loan Note, with an exercise price of £0.0115 per share and a five-year exercise period. The warrants may be settled on a cashless basis in accordance with their contractual terms. The estimated fair value of these warrants was £3,383k.
Upon exercise of warrants during the year, amounts previously recognised within the Warrant Reserve were transferred to Retained Losses. Amounts relating to warrants which lapsed unexercised during the year were transferred from the Warrant Reserve to Retained Losses.
Share Options
The Company operates an Employee Share Option Plan (“ESOP”) for senior management and Directors. During the year, no material share-based payment charge was recognised in respect of the ESOP, as the Directors concluded that the applicable service and other vesting conditions were not expected to be satisfied.
At 28 February 2026, the scheme included options over 952,331,517 ordinary shares, with exercise prices ranging from £0.01 to £0.02 per ordinary share and vesting periods of up to four years.
- Financial instruments and risk management
Financial instruments
Categories of financial assets
Group
Financial Assets |
2026 |
2025 | ||||
£’000 |
Amortised Cost |
FVTPL |
Total |
Amortised Cost |
FVTPL |
Total |
Equity investment |
|
1,413 |
1,413 |
- |
250 |
250 |
Trade and other receivables |
- |
- |
- |
- |
- |
- |
Cash and cash equivalents |
8,775 |
- |
8,775 |
31 |
- |
31 |
|
8,775 |
1,413 |
10,188 |
31 |
250 |
281 |
Company
Financial Assets |
2026 |
2025 | ||||
£’000 |
Amortised Cost |
FVTPL |
Total |
Amortised Cost |
FVTPL |
Total |
Equity investment |
|
1,413 |
1,413 |
- |
250 |
250 |
Trade and other receivables |
- |
- |
- |
- |
- |
- |
Cash and cash equivalents |
6,848 |
- |
6,848 |
31 |
- |
31 |
|
6,848 |
1,413 |
8,261 |
31 |
250 |
281 |
Categories of financial liabilities
Financial Liabilities |
2026 |
2025 |
2026 |
2025 |
£’000 |
Group Amortised Cost |
Group Amortised Cost |
Company Amortised cost |
Company Amortised cost |
Trade and other payables |
830 |
312 |
827 |
312 |
Amounts owed to Subsidiary undertakings |
- |
- |
12,987 |
- |
|
830 |
312 |
13,814 |
312 |
Fair value of financial instruments
The carrying amounts of the Group’s and Company’s financial assets and financial liabilities measured at amortised cost approximate their fair values due to their short-term nature. Financial assets measured at fair value through profit or loss are carried at fair value, as disclosed in Note 13.
Capital risk management
The Group’s objective is to safeguard its ability to continue as a going concern, so that it can continue to provide returns for shareholders and benefits for other stakeholders and to maintain an appropriate capital structure while growing the business.
The capital structure of the Company consists of total shareholders’ equity as set out in the Statement of Changes in Equity. The Group finances its working capital requirements through existing cash resources and financing activities.
Capital is managed on a day-to-day basis to ensure that all entities in the Group are able to operate as a going concern. The Group’s capital requirements are primarily driven by its operating and financing activities.
Liquidity risk management
Liquidity risk is the risk that the Group will encounter difficulty in meeting obligations associated with its financial liabilities as they fall due. The Group manages liquidity risk through regular monitoring of cash balances, forecast cash flows and future financial commitments to ensure that sufficient liquidity is maintained to meet its obligations as they fall due.
The Board receives forward-looking cash flow projections at periodic intervals during the year as well as information regarding cash balances. At the reporting date, the Group had cash balances of £8,775k and the financial forecasts indicate that the Group had sufficient cash resources to meet its obligations as they fall due for the foreseeable future without the need for additional financing, prior to the outcome of the General Meeting held on 20 July 2026. After this date, as noted above in the going concern assessment, and Note 24, the Group is forecast to hold sufficient cash resources to meet its obligations as they fall due for the foreseeable future without the need for additional financing.
The table below analyses the Group’s financial liabilities into relevant maturity groups based on the remaining period from the date of the statement of financial position to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows of financial liabilities based on the earliest date on which the Group or Company can be required to pay.
Financial Liabilities £’000 |
|
Less than 1 month |
1 – 3 months |
No fixed contractual maturity date |
Total |
Group |
|
|
|
|
|
Trade and other payables |
|
830 |
- |
- |
830 |
Company |
|
|
|
|
|
Trade and other payables |
|
827 |
- |
- |
827 |
Amounts owed to Subsidiary undertakings |
|
- |
- |
12,987 |
12,987 |
Company total |
|
827 |
- |
12,987 |
13,814 |
|
|
|
|
|
|
Credit risk management
Credit risk arises principally from cash and cash equivalents held with financial institutions. The carrying amount of cash and cash equivalents represents the Group’s and Company’s maximum exposure to credit risk in respect of these balances.
The Group manages its exposure to credit risk by maintaining cash balances with regulated financial institutions which the Directors consider to have appropriate financial standing and liquidity.
At the reporting date, the Directors did not consider the Group or Company to have any significant concentration of credit risk.
|
Group |
Group |
Company |
Company |
£’000 |
2026 |
2025 |
2026 |
2025 |
Cash and cash equivalents |
8,775 |
31 |
6,848 |
31 |
|
8,775 |
31 |
6,848 |
31 |
Due to the short-term nature of these assets and historical experience, cash and cash equivalents are regarded as having a low probability of default and therefore the related expected credit loss is deemed to be insignificant.
Digital Asset Price Risk
The Group is exposed to price risk arising from its holdings of digital assets, principally Bitcoin. Bitcoin is accounted for as an intangible asset under IAS 38 and is therefore not a financial instrument within the scope of IFRS 7. The Group's digital asset holdings are measured using the revaluation model by reference to quoted prices in active markets.
The market value of Bitcoin may be subject to significant volatility as a result of changes in market sentiment, regulatory developments, liquidity conditions and broader macroeconomic factors. The Directors monitor market conditions and the Group's exposure on an ongoing basis. The Group disposed of its entire remaining holding of Bitcoin after the reporting date and no longer carries this exposure, as explained in Note 24.
Currency risk
Foreign currency risk arises from monetary assets and liabilities denominated in currencies other than the functional currencies of the relevant Group entities, principally Singapore Dollars (“SGD”).
At 28 February 2026, the Group's net monetary exposure to foreign currencies was not material. Accordingly, the Directors consider that a reasonably possible change in relevant foreign exchange rates would not have a material effect on profit or loss and no foreign currency sensitivity analysis has been presented.
- Capital commitments and contingent liabilities
At 28 February 2026, the Group and Company had no material capital commitments or contingent liabilities.
Related parties comprise Directors, key management personnel (“KMP”), and entities controlled by Directors and subsidiary undertakings.
Related party transactions were undertaken on terms agreed between the parties and approved by the Board where appropriate.
Transactions between the Company and its subsidiaries, which are related parties, have been eliminated on consolidation and are not disclosed within the Group financial statements except where separately indicated.
Key management compensation is disclosed within Note 8 and should be considered in tandem with the Directors’ Remuneration Report.
Amounts below relate to related party transactions. The following transactions relate to entities controlled by Directors and key management personnel. All amounts outstanding at 28 February 2026 are included within Trade and other payables detailed in Note 16, with the exception of amounts owed to Henry Elder, which form part of Provisions detailed in Note 17.
Connected Director |
Related Party |
Relationship (at 28 February 2026) |
Nature of Transactions |
Amounts transacted during the year ended 28 February 2026 £’000 |
Amounts outstanding at 28 February 2026 £’000 |
Mark Rutledge |
Carraway Capital Corp. Roundhouse Digital Pte Ltd |
Entity controlled by former KMP |
Director Remuneration and warrant exercises |
55 |
- |
Nicholas Lyth |
Dark Peak Services Ltd
|
Entity controlled by former KMP |
Director Remuneration, consultancy services, warrants issued and warrant exercises |
203 |
- |
Nicholas Lyth |
Potentially AI Plc (formerly Tiger Royalties and Investments Plc) |
Shared directorship with former KMP |
Revenue |
10 |
- |
Darcy Taylor |
Letter 4 Consulting Ltd |
Entity controlled by former KMP |
Director Remuneration, warrants issued and warrant exercises |
135 |
5 |
Matthew Lodge |
Fidelio Partners Pte Ltd Marallo Holdings Pte Ltd Kaikalani Pte Ltd Astrid Intelligence Plc (formerly Cel AI Plc) |
Entity controlled by Director |
Director Remuneration, warrants issued and warrant exercises |
208 |
5 |
Michael Edwards |
Marallo Holdings Inc Marallo Holdings Pte Ltd |
Entity controlled by former KMP |
Warrant exercises |
12 |
- |
Ranald McGregor-Smith |
Bridgend Finance Limited |
Entity controlled by Director |
Director Remuneration |
48 |
20 |
Henry Elder |
Knox LLC |
Entity controlled by Director |
Director Remuneration |
1,426 |
700 |
During the year, on 14 July 2025, warrants over 11,000,000 Ordinary Shares were issued to entities controlled by Directors. The warrants had an exercise price of £0.002 per share and an estimated aggregate fair value of £1,038k. All such warrants were exercised on 25 July 2025. Further details are included within Note 19. Cash proceeds received in relation to warrants exercised during the year are included within the table above.
Mark Rutledge
Carraway Capital Corp transacted with the Group in relation to Mr Mark Rutledge. Remuneration for the year, included within transaction amounts above, totalled £12k (2025: £36k), in addition to PILON of £18k. There were no amounts outstanding at 28 February 2026 (2025: £39k). Included within transaction amounts above was £25k of cash proceeds received for the exercise of warrants (2025: £nil), settled by Roundhouse Digital Pte Ltd.
Nicholas Lyth
Dark Peak Services Ltd transacted with the Group in relation to Mr Nicholas Lyth. During the year, total transaction amounts were £203k (2025: £30k) with no amounts outstanding at 28 February 2026 (2025: £37,500). Included within transaction amounts above was £146k for consultancy services (2025: £nil), Director’s remuneration of £25k (2025: £30k), and cash proceeds for the exercise of warrants totalling £32k (2025: £nil). The exercise of warrants includes 4,000,000 warrants issued during the year in addition to 10,000,000 previously issued warrants. Amounts due on exercise were partially settled through offset against balances owed by the Group at the exercise date.
Trading with Tiger Royalties and Investments Plc
During the year, the Company recognised total revenue of £42k from services provided to Tiger Royalties and Investments Plc (now trading as Potentially AI Plc), of which £10k related to the period up to 1 August 2025 when Tiger Royalties and Investments Plc was a related party due to the Directorship of Nicholas Lyth.
Darcy Taylor
Letter 4 Consulting Ltd transacted with the Group in relation to Mr Darcy Taylor. Remuneration for the year totalled £75k (2025: £10k), including PILON of £30k. At 28 February 2026, an amount of £5k was outstanding (2025: £10k). Included within transaction amounts above was £60k of cash proceeds received for the exercise of warrants (2025: £nil), paid by Darcy Taylor. The exercise of warrants includes 3,000,000 warrants issued during the year in addition to 2,500,000 previously issued warrants. Amounts due on exercise were partially settled through offset against balances owed by the Group at the exercise date.
Matthew Lodge
Mr Matthew Lodge transacted with the Group through several related party companies, principally Fidelio Partners Pte Ltd. Remuneration for the year totalled £128k (2025: £8k). The amounts outstanding at 28 February 2026 totalled £10k, (2025: £10k). Included within transaction amounts above was £80k of cash proceeds received, from entities with shared Directorships being Kaikalani Pte Ltd and Astrid Intelligence Plc (formerly Cel AI Plc), for the exercise of warrants (2025: £nil). The exercise of warrants includes 4,000,000 warrants issued during the year in addition to 2,500,000 previously issued warrants. Amounts due on exercise were partially settled through offset against balances owed by the Group at the exercise date.
Michael Edwards
Marallo Holdings Inc historically transacted with the Group in relation to Mr Michael Edwards. There were no amounts outstanding at 28 February 2026 (2025: £108k). Included within transaction amounts above was £12k of cash proceeds received for the exercise of warrants (2025: £nil). The exercise of warrants related to 10,000,000 previously issued warrants to Marallo Holdings Inc and 10,000,000 to Marallo Holdings Pte Ltd. Amounts due on exercise were partially settled through offset against balances owed by the Group at the exercise date, and amounts owed to Marallo Holdings Inc were used to offset amounts due on exercise in relation to Marallo Holdings Pte Ltd.
Ranald McGregor-Smith
Bridgend Finance Limited transacted with the Group in relation to Mr Ranald McGregor-Smith in relation to Director’s remuneration for the year, totalling £48k (2025: £nil). The amounts outstanding at 28 February 2026 totalled £20k, (2025: £nil).
Henry Elder
Knox LLC transacted with the Group in relation to Mr Henry Elder. Remuneration for the year totalled £1,426k (2025: £nil). An amount of £700k remained outstanding at 28 February 2026 and was included within the restructuring provision (Note 17), relating to estimated loss of office and termination payments (2025: £nil). During the year, 31,974,500 warrants were issued to Mr Henry Elder in connection with the seed investor issuance, with an estimated aggregate fair value of £232k. These warrants were exercised after the reporting date as explained in Note 24.
Roundhouse Digital Ltd
During the year, the Group entered into transactions with Roundhouse Digital Ltd amounting to £10k of Revenue (2025: £nil), which were recognised within the Consolidated Statement of Comprehensive Income.
At 28 February 2026, the carrying amount of the Group's investment in Roundhouse Digital Ltd was £1,413k (2025: £250k). Refer to Note 13 for further information. Matthew Lodge, Non-Executive Director of the Company, is the Chief Executive Officer of Roundhouse Digital Ltd.
The Directors have considered whether the Group's investment in Roundhouse Digital Ltd, and common Director, gives rise to significant influence for the purposes of IAS 28 Investments in Associates and Joint Ventures. In making this assessment, the Directors considered the Group's shareholding, governance rights, Board representation and participation in policy-making decisions. The Directors concluded that, notwithstanding the relationship described above, the Group does not have significant influence over Roundhouse Digital Ltd as it does not have the power to participate in the financial and operating policy decisions of the investee. As a result of this, the investment continues to be accounted for as a financial asset in accordance with IFRS 9.
Software development fees paid to related parties
During the prior year, the Group incurred software development fees of £5k in relation to services provided by a related party entity controlled by former key management personnel. No such costs were incurred during the current year.
- Ultimate controlling party
In the opinion of the Directors as at the year end and the date of these financial statements, there is no single ultimate controlling party.
- Events after the reporting date
Subsequent to the reporting date, Henry Elder resigned as Chief Executive Officer of the Company and transitioned from executive responsibilities on 6 March 2026. In connection with his departure and the wider restructuring activities undertaken by the Group, the Group entered into settlement arrangements with the Henry Elder under which a cash payment of US$1.0 million was agreed. At 28 February 2026, £1,050k had been recognised within the restructuring provision in respect of the anticipated costs associated with his departure, as disclosed in Note 17.
Under the terms of the former Chief Executive Officer's existing share option arrangements, certain options were subject to accelerated vesting upon the occurrence of specified termination conditions. Following his departure on 6 March 2026, the relevant termination conditions were met and the options vested on an accelerated basis. In aggregate, 560,195,010 options vested on an accelerated basis.
Other obligations arising from the restructuring programme were settled following the reporting date. These settlements related principally to other contractual obligations recognised within the restructuring provision at 28 February 2026.
On 6 March 2026, Ranald McGregor-Smith assumed the role of Executive Chairman, having previously served as a Non-Executive Director. On the same date, Clive Carver was appointed as an Executive Director, having previously served as a Non-Executive Director. Both of these appointments were on an interim basis.
Subsequent to the reporting date, security arrangements previously granted over certain Bitcoin holdings of the Group in connection with Convertible Loan Note facilities were released following settlement of the related obligations, from 25 March 2026 onwards.
On 7 April 2026, the Company appointed Nicholas Lee and Patrick Charles Thomas Dean to the Board as Non-Executive Directors.
During April 2026, the Group acquired additional Bitcoin holdings totalling approximately 48.4 BTC for aggregate consideration of £2.7 million.
On 24 April 2026, the Company completed the appointment of PKF Littlejohn LLP as auditor to the Group following the resignation of BDO LLP, as part of the Group’s cost reduction programme.
In May 2026, a group of shareholders requested that the Company convene a General Meeting to consider a resolution to return substantially all of the Company’s capital to shareholders in cash, with the consequence that the Company would also cancel the admission of its Ordinary Shares to the Official List and to trading on the Main Market of the London Stock Exchange.
On 20 July 2026, the Company announced the result of a General Meeting held on this date, in which Special Resolutions were passed to seek cancellation of the Company’s listing on the Equity Shares (Commercial Companies) category of the Official List of the Financial Conduct Authority in addition to passing a resolution to return capital to its shareholders.
Ahead of the High Court hearings required in connection with the return of capital, the Group disposed of its entire remaining holding of Bitcoin for proceeds of £31.9 million, realising a loss of £1.3 million, together with a separate restructuring provision of £2.6 million, during the year ending 28 February 2027. The Court approved the return of capital on 8 September 2026, with the payments to shareholders expected to be complete by 28 September 2026.
The return of capital was effected through the issue and subsequent redemption of B Shares, returning approximately £30.7 million in aggregate, being £0.002734 per Ordinary Share.
A two-week period to allow warrant holders to exercise their warrants and participate in the return of capital ended on 3 August 2026. On 28 July 2026, 31,974,500 warrants were exercised, resulting in the issuance of 31,974,500 new ordinary shares.
Following the return of capital, and settlement of termination and transformation costs anticipated to amount to £2.7 million, the Company expects to retain approximately £2 million in cash, with the intention that this will help fund the creation of a new business which will in due course aim to seek admission to an appropriate stock market.
The disposal of the Group’s remaining Bitcoin, the approval of the return of capital and the decision to close the Group’s operating entities are non-adjusting events after the reporting period. They do not affect the amounts recognised in these financial statements at 28 February 2026, but they will have a material effect on the Group’s financial position and results for the year ending 28 February 2027.
The Directors have considered the events occurring after the reporting date and concluded that, other than as disclosed above, there were no adjusting or significant non-adjusting events requiring disclosure in these financial statements.
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