REG - Blue Star Capital - Final Results
28/03/2025 07:15
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RNS Number : 5953C Blue Star Capital plc 28 March 2025
28 March 2025
Blue Star Capital plc
("Blue Star" or the "Company")
Final Results for the year ended 30 September 2024
Blue Star Capital plc (AIM: BLU), the investing company with a focus on
blockchain, esports and payments, announces its final results for the year
ended 30 September 2024.
Operating and financial summary
The Company incurred a pretax loss for the period of £4,491,966 compared to a
loss for the previous period of £6,329,473. The main factor behind this
year's significant loss was the write down in value of the Company's
investment in SatoshiPay from £4,653,099 to £581,068. Blue Star currently
has a 27.9% interest in SatoshiPay's share capital. This shareholding has
historically been valued in accordance with the Company's long-standing
accounting policy, which is to use the last external fund raise. This last
took place in 2019 and on this basis the shareholding was valued in last
year's accounts at £4,653,099.
Since the middle of 2024, SatoshiPay has focused its attention on a newly
incubated project called Vortex. The Vortex platform will enable users to
seamlessly swap stablecoins for local fiat currencies at significantly lower
costs than current market rates. This presents a substantial opportunity in a
rapidly growing market.
In order to exploit the opportunity presented by Vortex, SatoshiPay completed
a €400,000 fundraise on 25 February 2025, through a SAFE (Simple Agreement
for Future Equity) funding round marketed to existing investors in SatoshiPay.
Blue Star subscribed for €75,000 in the SAFE funding round.
While not an equity raise in the traditional sense, the SAFE terms did put a
cap on the value at which the SAFE funds could be converted of €2.5 million.
While the SAFE fundraise does not directly establish a new valuation for
SatoshiPay, the Board believed that the most prudent accounting approach was
to use the valuation cap as a reference point for financial reporting
purposes. This approach is conservative. The true valuation of SatoshiPay will
only be determined at the time of a future equity round. It was for this
reason that Blue Star felt it important to participate in the round
contributing 18.75% of the SAFE raise, ensuring only modest future dilution
from our current percentage which remains unchanged at current shareholding of
27.9%.
The Company's esports investments made strong commercial progress during the
last year with both expected to become cashflow positive during 2025.
The operating expenses of the Company continue to be reduced and declined by
24% last year.
The cash position of the Company at 30 September 2024 was £5,828 compared
with £63,158 in the previous period. Post year end, the Company raised gross
proceeds of £150,000 from the issue of new ordinary shares to provide
additional working capital and to enable it to participate in the SAFE fund
raise undertaken by SatoshiPay.
The Annual Report and notice of Annual General Meeting ("AGM") will be posted
to shareholders shortly and will be available to view on the Company's website
http://www.bluestarcapital.co.uk (http://www.bluestarcapital.co.uk)
The AGM will be held at the offices of Cairn Financial Advisers LLP, 80
Cheapside, 3rd Floor, EC2V 6EE on Wednesday 25 April 2025 at 10:00 a.m.
Shareholders wishing to vote on any matters of business at the AGM are
encouraged to do so through completion of a proxy form which can be completed
and submitted to the Company. Proxies should be completed and returned in
accordance with the instructions on the form of proxy by no later than 10:00
a.m. on 23 April 2025.
Tony Fabrizi Executive Chairman of Blue Star Capital plc, commented:
"Blue Star's future remains closely aligned with performance of SatoshiPay and
its Vortex project, which it owns 100%. Vortex's recent launch in Brazil
should provide invaluable feedback on the attractiveness of the product
offering and SatoshiPay's ability to attract ongoing investment. While we
await future developments with SatoshiPay, we will continue to support our
other investee business wherever possible, and to carefully manage the limited
cash resources of the Company."
This announcement contains inside information for the purposes of the UK
Market Abuse Regulation and the Directors of the Company are responsible for
the release of this announcement.
For further information, please contact:
Blue Star Capital plc +44 (0) 777 178 2434
Tony Fabrizi
Cairn Financial Advisers LLP +44 (0) 20 7213 0880
(Nominated Adviser)
Jo Turner / Liam Murray / Ed Downes
Axis Capital Markets Limited +44 (0) 20 3026 0449
(Sole Broker)
Lewis Jones
About Blue Star
Blue Star is an investing company with a focus on new technologies. Blue
Star's investments include SatoshiPay Limited, an experienced blockchain
company with a strong track record in innovative payment solutions; Dynasty
Media & Gaming, whose B2B white label platform is a full-stack gaming
ecosystem; Paidia, a female focussed gaming platform; and Sthaler Limited, an
identity and payments technology business which enables a consumer to identify
themselves and pay using just their finger.
Forward looking statement disclaimer
Certain statements made in this announcement are forward-looking statements.
These forward-looking statements are not historical facts but rather are based
on the Company's current expectations, estimates, and projections about its
industry; its beliefs; and assumptions. Words such as 'anticipates,'
'expects,' 'intends,' 'plans,' 'believes,' 'seeks,' 'estimates,' and similar
expressions are intended to identify forward-looking statements. These
statements are not guarantees of future performance and are subject to known
and unknown risks, uncertainties, and other factors, some of which are beyond
the Company's control, are difficult to predict, and could cause actual
results to differ materially from those expressed or forecasted in the
forward-looking statements. The Company cautions shareholders and prospective
shareholder holders not to place undue reliance on these forward-looking
statements, which reflect the view of the Company only as of the date of this
announcement. The forward-looking statements made in this announcement relate
only to events as of the date on which the statements are made. The Company
will not undertake any obligation to release publicly any revisions or updates
to these forward-looking statements to reflect events, circumstances, or
unanticipated events occurring after the date of this announcement except as
required by law or by any appropriate regulatory authority.
Chairman's Statement
The last financial year was another very disappointing year for Blue Star
Capital plc ("the Company" or "Blue Star") with the Company's Net Asset Value
("NAV") decreasing by 82% to £937,381 (2023: £5,329,347) and the Company
incurring a pre-tax loss of £4,491,966 (2023: loss £6,328,408). The
significant decline in NAV and loss for the year principally reflect the
write down of our investment in SatoshiPay from £4,653,099 to £581,068. As
we explain later in my report, the valuation of SatoshiPay is currently
subject to increased uncertainty and we have therefore adopted a more prudent
approach to valuation. The Company ended the year with cash of £5,828 (2023:
£63,158). Post year end, the Company raised gross proceeds of £150,000 from
the issue of new ordinary shares to provide additional working capital and to
enable it to participate in a fund raise by SatoshiPay.
We provide the following portfolio company overviews for the year ended 30
September 2024.
Blockchain and decentralised finance
SatoshiPay
SatoshiPay's mission is to connect the world through instant payments. To
achieve this ambition, SatoshiPay initially focussed on building the Pendulum
Network Project ("Pendulum").
Pendulum, a smart-blockchain infrastructure technology company, aims to
decentralize forex and traditional finance, by providing the missing link
between fiat currency and De-Fi ecosystems through a sophisticated smart
contract network. Pendulum is committed to advancing foreign exchange
("Forex") trading into the blockchain space to integrate a tranche of the
US$6.6 trillion traded daily in Forex markets.
In the period under review, Pendulum achieved certain key operational
milestones, most notably:
• In December 2023, an HRMP channel was opened with Moonbeam
Network helping to demonstrate Pendulum's partnerships strategy. This launch
helped enable additional functionalities for the PEN token and stablecoin
activities within the Moonbeam ecosystem and assisted with the listing of PEN
on Moonbeam's DEX Stellaswap in early January 2024.
• In March 2024, its blockchain bridge connecting the
Stellar and Polkadot networks, 'Spacewalk', went live on the Pendulum network.
Pendulum described Spacewalk as a trust-minimised decentralised bridge between
the Polkadot and Stellar ecosystems, enabling efficient transfers of
fiat-backed stablecoins and cryptocurrencies, and serves as a critical link
that allows the Pendulum chain to leverage the vast array of fiat-backed
stable tokens available on the Stellar blockchain, paving the way for the
development of a fiat-based decentralised finance ecosystem.
Unfortunately, despite meeting these important operational targets, Pendulum
has so far struggled to build meaningful industry support and the required
user interest in its product offering to move forward as originally hoped.
SatoshiPay currently owns around 10.92 million PEN tokens in vesting, which
have a value of approximately US$160,000 based on the closing PEN token price
of US$0.0148 on 19 March 2025.
The second project incubated by SatoshiPay was Nabla.fi. Nabla is a
next-generation decentralised exchange designed to optimise swap rates and
consequently provide attractive FX rates on-chain. Nabla was launched on
Arbitrum and Base generating yield on crypto tokens such as WTBC, WETH and
USDC through trading volumes.
For successfully incubating Nabla, SatoshiPay owns 50.76 million NABLA tokens
in vesting, which have a value of approximately US$155,000 based on the
closing NABLA token price of US$0.00306 on 19 March 2025.
In last year's results we noted that a decision had been taken in early 2023
to mothball Dtransfer, given the need to focus resources on Pendulum and
Nabla. However, with their growing experience of the De-Fi space and lessons
learnt with Pendulum, the SatoshiPay team re-examined the market for
international cross-border payments and decided that an opportunity now
existed to launch a Dtransfer equivalent called Vortex. Since June 2024 nearly
all of the Company's focus and resources have been targeted at Vortex, a
project built on Pendulum.
The Vortex platform will enable users to seamlessly swap stablecoins for local
fiat currencies at significantly lower costs than current market rates. This
presents a substantial opportunity in a rapidly growing market, with
cross-border stablecoin payments valued at US$27 billion in 2023 and projected
to reach US$137 billion by 2028. This growth highlights a US$14 billion volume
in the on/off-ramp market opportunity over the next four years.
Vortex's business model is built around enabling easy to complete currency
conversions and bank transfers with ultra-low costs and no hidden fees. Vortex
achieves this with a stablecoin-optimised decentralized exchange together with
local- currency on and offramp partners. By leveraging chain abstraction,
Vortex offers a fluid user experience across different blockchain ecosystems.
Vortex builds on top of Nabla technology and uses Pendulum infrastructure for
providing its service to users of various blockchains, e.g. Polygon.
In order to build out the value of Vortex and therefore SatoshiPay (which
currently owns 100% of Vortex), SatoshiPay's management decided to raise
working capital as well as applying for industry specific grants. On 25
February 2025, SatoshiPay announced that it had completed a €400,000
fundraise, through a SAFE (Simple Agreement for Future Equity) funding round
marketed to existing investors in SatoshiPay. Blue Star subscribed for
€75,000 in the SAFE funding round.
A SAFE funding round does not immediately issue equity or change the
shareholding structure of SatoshiPay. Conversion of the SAFE funding into
equity will only occur in the event of satisfying its predefined conditions,
including but not limited to; a future funding round, a change of control, or
an IPO, as outlined in the SAFE agreement.
The SAFE funding was completed at a valuation cap of €2.5 million, which
sets the maximum price at which the SAFE funding converts, representing a
significant discount compared to SatoshiPay's last equity funding round in
February 2019. The true valuation of SatoshiPay at the time of the conversion
will depend on the terms of any future equity funding round.
In addition to Blue Star, the other key investors that participated in the
SAFE funding were Meinhard Benn, founder and Chairman of SatoshiPay and Daniel
Masters, Non-Executive Director of SatoshiPay and Chairman of CoinShares
Limited, both investing in a personal capacity. The SAFE fundraise, in
conjunction with the grant awarded by the Web3 Foundation for approximately
US$460,000 announced 18 February 2025, is expected to provide SatoshiPay with
sufficient working capital ahead of a further anticipated Series A fundraising
for SatoshiPay in 2025.
SatoshiPay intends to deploy the funds recently raised to assist market roll
outs in Europe and South America and expand blockchain integrations, which
includes deployments on networks such as Base, Ethereum, Polygon, Arbitrum,
Binance Smart Chain, and Polkadot, fostering interoperability across major
ecosystems.
In its most recent results to 31 December 2023, SatoshiPay achieved turnover
of €3,362,443 and profits after tax of €419,912.
Blue Star currently has a 27.9% interest in SatoshiPay's share capital. This
shareholding has historically been valued, in accordance with the Company's
long-standing accounting policy, on the basis of the last external fund raise.
This took place in 2019 and on this basis the shareholding was valued in last
year's accounts at approximately £4.65 million. As mentioned above, the
recent fund raise by SatoshiPay while not an equity raise in the traditional
sense did put a cap on the value at which the SAFE funds could be converted of
€2.5 million. While the SAFE fundraise does not directly establish a new
valuation for SatoshiPay, the Board believed that the most prudent accounting
approach was to use the valuation cap as a reference point for financial
reporting purposes. This approach is conservative and reflects the terms on
which recent capital was raised, though the true valuation of SatoshiPay will
only be determined at the time of a future equity round. It was for this
reason that Blue Star felt it important to participate in the round and we
contributed 18.75% of the SAFE raise ensuring only modest dilution from our
current percentage which remains unchanged at current shareholding of 27.9%.
Finally, as previously announced, the sales process being undertaken by
Benchmark International has been postponed indefinitely until a clearer value
can be established for SatoshiPay.
Esports
Details of Blue Star's two Esports investments are provided below.
Dynasty Media & Gaming
Dynasty has undergone significant changes in the last year both from a
business and corporate perspective.
As a result of extensive technology development over the last 18 months,
Dynasty's platform has now migrated to a single code base as well as combining
the following key features, licenses, and accreditations in one single
platform:
• Enterprise grade international esports tournament engine
accredited and endorsed by major international games publishers including
Riot, Activision and Supercell to run professional leagues and mass market
grassroots esports feeder leagues.
• The only enterprise grade esports platform and
gaming shop that:
o supports international standard professional esports tournaments for both
PC and Mobile games, the world's
• fastest growing gaming sector;
o is optimised for key hyper-growth 'mobile first' markets. Dynasty
optimised its mobile experience to 30MB, perfect for mobile first markets
such as India, Africa, SEA and LATAM;
o incorporates a payment wallet, subscription engine, digital voucher and
top up shop, with full security
• accreditation;
o can deliver and launch a fully branded, fully functional partner platform
within 4 weeks. This has been enabled
• by a single code cloud-based code structure.
• Full customer relationship management campaign
engine to increase monetisation and engagement.
• Unique User Generated Tournament engine that allows users
to create entry fee and prize pool tournaments, sharing in platform
monetisation.
With the underlying technology platform development largely completed, the
business has now moved focus to content and engagement strategies. To achieve
this critical pivot, Dynasty undertook two key corporate transactions; first
merging with Googly in March 2024, followed by Lets Play Live Ltd ("LPL") in
July 2024. In addition, Dynasty also helped launch Lightning Dragon in the
Philippines where it has retained a significant role.
As previously announced, to help support Dynasty through its critical
transitioning phase, Blue Star invested US$75,000 in a US$3 million fundraise
undertaken by Dynasty in November 2023. The Convertible Loan Note had a
two-year expiry period, was non-interest bearing and converted at a discount
of 50% to Dynasty's next funding round.
Details of the Dynasty merger with Googly were announced on 13 March 2024, in
which Dynasty entered into an agreement to acquire the entire assets and
business of Googly for a purchase consideration of approximately US$7.6
million in an all-share acquisition that valued the combined entity at US$15
million. In addition, the Company was also informed that a large number of
Convertible Loan Note holders intended to convert post the Acquisition and the
Company decided to convert its US$75,000 Convertible Loan at that point.
In July 2024 Dynasty completed the all-scrip acquisition of Lets Play Live
Media, an Oceania-based business specialising in curating, hosting and
broadcasting virtual and live gaming events. This transaction valued LPL at
15% of the enlarged group, effectively placing a value on the combined
business of US$18.3 million.
Following these transactions the enlarged group now combines LPL's long
standing relationships with major global game publishers and major global
consumer brands together with its event delivery and broadcast capability with
Dynasty's world-leading technology platform and infrastructure to deliver a
unique proposition to gamers, publishers and brands.
Recognising LPL's brand in the gaming community, the platform is in the
process of rebranding as Lets Play Live, replacing the various Googly,
Dynasty, Lightening Dragon and other platform brands that are presently in
market. This single presentation of the business should maximise reach and
appeal to brand partners and publishers.
Moving away from the development-heavy stage has allowed the business to
substantially reduce costs. We understand the Company is presently exploring
options for raising additional growth capital to drive aggressive expansion in
existing markets in Australia, New Zealand, South East Asia and India, as well
as the Middle East and North America. We expect to have further communication
on this front in the coming months.
Post the conversion of the Company's Convertible Loan Notes and the
acquisition of Googly and LPL, Blue Star's shareholding in the enlarged
business currently represents 1.94% with a value of approximately £279,300.
Paidia
Paidia, an all-women's esports business, has seen a significant interest in
its e-gaming tournament hosting software Paidia Bot, which assists in creating
channels, roles and a tournament web page. Paidia Bot is currently installed
on over 4,000 Discord servers, reaching over 100,000 active users. Downloads
of the application have increased significantly in recent months demonstrating
strong organic market demand with minimal marketing spend or campaigns
executed by the company. Paidia has monthly recurring revenue of CAD$60,OOO
per month, and anticipates becoming cash flow positive during the second half
of 2025. Blue Star's holding is currently valued at approximately £96,425.
Other investments
Sthaler Limited
Sthaler is a Digital Identity business which enables an individual to identify
themselves using the unique vein patterns within a finger. Its FinGo ID
platform uses a biometric called VeinID which instantly recognises an
individual through the unique pattern of veins inside each finger. FinGo
Pay is approved to authenticate multiple payment types including payment cards
and real-time payments (bank-to-bank). Blue Star's holding is currently valued
at approximately £13,600.
Outlook
Last year was clearly another extremely disappointment for everyone connected
with Blue Star. We supported our investee businesses to the extent possible
and participated in follow-on investments in our two principal investments.
The future of Blue Star is clearly inextricably linked to the future success
of Vortex and its associated impact on the valuation of SatoshiPay. Given the
early-stage nature of Vortex it is difficult to gauge with any certainty
whether it will be successful. The business is focused on a very large global
market and products like Vortex are likely to be successful, whether that will
include Vortex is impossible to say at this stage.
While this process is ongoing the Board has waived any right to remuneration
in the period to at least December 2025. It has taken all actions possible to
eliminate all non-essential spending and cut costs wherever possible. As a
result of these measures the operating expenses of the Company were reduced by
24% last year. The Board will update shareholders as soon as it has any
meaningful news.
Anthony Fabrizi
Executive Chairman
27 March 2025
Strategic Report
The Directors present their strategic report on the Company for the year ended
30 September 2024.
Review of Business and Analysis Using Key Performance Indicators
The full year's loss was £4,491,966 compared to a loss of £6,328,408 for the
year ended 30 September 2023.
Net assets have decreased to £937,381 at 30 September 2024, changing from
£5,329,347 at 30 September 2023. The cash position at the end of the year
decreased to £5,828 from £63,158 as at 30 September 2023.
During the year, there was a fair value decrease in the company's investment
assets of £4,312,519 (2023: £5,762,911 loss). A full review of the company's
portfolio investments is provided in the Chairman's statements..
Key Performance Indicators
The Board monitors the activities and performance of the Company on a regular
basis. The indicators set out below have been used by the Board to assess
performance over the year to 30 September 2024. The main KPIs for the Company
are listed as follows:
2024 2023
Valuation of investments £970,394 £5,291,806
Cash and cash equivalents £5,828 £63,158
Net current (liabilities)/assets (£33,013) £37,541
Loss before tax £4,491,966 £6,328,408
Net asset value per share 0.02p 0.11p
Investing Policy
Assets or companies in which the Company can invest
The Company can invest in assets or companies in, inter alia, the following
sectors:
• Technology;
• Gaming and esports; and
• Media
The Company's geographical range is mainly UK companies but considers
opportunities globally and will actively co-invest in larger deals.
The Company can take positions in investee companies by way of equity, debt or
convertible or hybrid securities.
Whether investments will be active or passive investments.
The Company's investments are passive in nature but may be actively managed.
The Company may be represented on, or observe, the boards of its investee
companies.
Holding period for investments
The Company's investments are likely to be illiquid and consequently are to be
held for the medium to long term.
Spread of investments and maximum exposure limits, policy in relation to
cross-holdings and investing restrictions
The Company does not have any maximum exposure limits, limits on
cross-holdings or other investing restrictions. Under normal circumstances, it
is the Directors' intention not to invest more than 10% of the Company's gross
assets in any individual company (calculated at the time of investment). The
Company has accumulated a 27.9% stake in SatoshiPay, which the Board believes
represents a rare opportunity to generate significant shareholder value.
Policy in relation to gearing
The Directors may exercise the powers of the Company to borrow money and to
give security over its assets. The Company may also be indirectly exposed to
the effects of gearing to the extent that investee companies have outstanding
borrowings.
Returns and distribution policy
It is anticipated that returns from the Company's investment portfolio will
arise upon realisation or sale of its investee companies, rather than from
dividends received. Whilst it is not possible to determine the timing of
exits, the Board will seek to return capital to shareholders when appropriate.
Future developments
The Company is working closely with its largest investee business, SatoshiPay,
to establish an independent valuation for the business. Once the valuation and
potential options for SatoshiPay become clearer the Board will then consult
with shareholders on the future direction of the Company
Promotion of the Company for the benefit of the members as a whole
The Director's believe they have acted in the way most likely to promote the
success of the Company for the benefit of its members as a whole, as required
by s172 of the Companies Act 2006.
The requirements of s172 are for the Directors to:
• Consider the likely consequences of any decision
in the long term,
• Act fairly between the members of the Company,
• Maintain a reputation for high standards of
business conduct,
• Consider the interests of the Company's
employees,
• Foster the Company's relationships with
suppliers, customers and others, and
• Consider the impact of the Company's operations
on the community and the environment.
The following paragraphs summarise how the Directors fulfil their duties:
The Company is quoted on AIM and its members will be fully aware, through
detailed announcements, shareholder meetings and financial communications, of
the Board's broad and specific intentions and the rationale for its decisions.
The Board recognises its responsibility for setting and maintaining a high
standard of behaviour and business conduct. There is no special treatment for
any group of shareholders and all material information is disseminated through
appropriate channels and available to all through the Company's news releases
and website.
When selecting investments, issues such as the impact on the community and the
environment have actively been taken into consideration. The Company's
approach is to use its position to promote positive change for the people with
whom it interacts.
The Company is committed to being a responsible business. The Company pays its
employees and creditors promptly and keeps its costs to a minimum to protect
shareholders funds. There were no employees in the Company other than the two
Directors in the current and prior-year and therefore effectiveness of
employee policies is not relevant for the Group.
Principal risks and uncertainties
The Company seeks investments in late-stage venture capital and early-stage
private equity opportunities, which by their very nature allow a diverse
portfolio of investments within different sectors and geographic locations.
The Company's primary risk is loss or impairment of investments. This is
mitigated by careful management of the investment and in particular, only
continuing to support those investments which demonstrate potential to achieve
a positive exit and decisively determining those which do not. Portfolio and
capital management techniques are fully applied according to industry standard
practice.
It may be necessary to raise additional funds in the future by a further issue
of new Ordinary shares or by other means. However, the ability to fund future
investments and overheads in Blue Star Capital Plc as well as the ability of
investments to return suitable profit cannot be guaranteed, particularly in
the current economic climate.
The value of companies similar to those in Blue Star Capital's portfolio and
in particular those at an early stage of development, can be highly volatile.
The price at which investments are made, and the price which the Company may
realise for its investment, will be influenced by a large number of factors,
some specific to the Company and its operations and some which may affect the
sector.
By Order of the Board
Anthony Fabrizi
Executive Chairman
27 March 2025
Directors' Report
The Directors present their report together with the audited financial
statements for the year ended 30 September 2024.
Results and dividends
The trading results for the year ended 30 September 2024 and the Company's
financial position at that date are shown in the enclosed financial
statements.
The Directors do not recommend the payment of a dividend for the year (2023:
£nil).
Principal activities and review of the business
The principal activity of the Company is to invest in the technology and the
esports and gaming sectors. A review of the business is included within the
Chairman's Statement and Strategic Report.
Directors serving during the year
Anthony Fabrizi
Sean King
Directors' interests
The Directors at the date of these financial statements who served, and their
interest in the ordinary shares of the Company, are as follows:
30 September 2024 30 September 2023
Number of Warrants Number of Warrants
ordinary Shares ordinary Shares
Anthony Fabrizi - 170,000,000 - 170,000,000
Sean King - 30,000,000 - 30,000,000
Following the year-end, all the above warrants granted to Directors were
cancelled (refer to note 21).
Significant shareholders
As at 27 March 2025, so far as the Directors are aware, the parties (other
than the interests held by Directors) who are directly or indirectly
interested in 3% or more of the nominal value of the Company's share capital
is as follows:
Number of Percentage
Ordinary Shares of issued
share capital
Nicolas Slater 4,330,502 13.14%
Meinhard Benn 2,750,000 8.34%
Gabi Ventures Limited 2,500,000 7.58%
Derek Lew 1,557,638 4.73%
Christopher Sebakhi 1,550,000 4.70%
Related party transactions
Related party transactions and relationships are disclosed in note 18.
Going concern
The Company has reported a loss for the year excluding fair value loss on the
valuation of investments of £179,447 (2023: £565,497).
The Company had cash reserves at the year-end of £5,828 (2023: £63,158).
Post year-end, the Company undertook a capital reorganisation, consolidating
its shares in the ratio 200:1, this allowed the Company to raise £150,000
from a placing of new ordinary shares at a price of 2p per new ordinary share
(refer to note 21). In February 2025, the Company also received £15,000 from
the exercise of warrants. The Company recently invested
€75,000 in a fund raise by SatoshiPay and currently has cash of £30,176.
The Directors have committed to receive no cash salaries until January 2026
and taken steps to reduce ongoing costs.
Based on the above and the success of future fund raising, the Directors
consider that they have sufficient resources to continue trading for at least
12 months from the date of approval of these financial statements and have
therefore continued to prepare the financial statements on a going concern
basis.
Energy and Carbon Reporting (SECR)
The Company is a low energy user and as such is exempt from reporting under
these regulations.
The Company currently has no process for identifying and assessing
climate-related risks and opportunities given they are not deemed material to
the Company. The Board will keep the assessment of climate related financial
disclosures under regular review.
Post balance sheet events
Post balance sheet events are disclosed in note 21.
Political Donations
There were no political donations during the current or prior year.
Provision of information to Auditor
In so far as each of the Directors are aware at the time of approval of the
report:
• there is no relevant audit information of which the
Company's auditor is unaware; and
• the Directors have taken all steps that they ought to have
taken to make themselves aware of any relevant audit information and to
establish that the auditor is aware of that information.
Auditor
Adler Shine LLP have expressed their willingness to continue as auditor and a
resolution to re-appoint Adler Shine LLP will be proposed at the Annual
General Meeting.
On behalf of the board of Directors
Anthony Fabrizi
Executive Chairman
27 March 2025
Statement of Comprehensive Income
For the year ended 30 September 2024
Note 2024 2023
£ £
Revenue - -
Loss on disposal of investments (17,536) (122,196)
Fair valuation movements in financial instruments designated 11 (4,312,519) (5,762,911)
at fair value through profit or loss
(4,330,055) (5,885,107)
Share based payments 6 - (243,248)
Administrative expenses 3 (162,309) (201,118)
Operating loss 4 (4,492,364) (6,329,473)
Finance income 5 398 1,065
Loss before and after taxation and total comprehensive income for the year (4,491,966) (6,328,408)
Loss per ordinary share:
Basic loss per share on loss for the year 10 (0.09p) (0.13p)
Diluted loss per share on loss for the year 10 (0.09p) (0.13p)
The notes form part of these financial statements.
Statement of Financial Position
For the year ended 30 September 2024
Note 2024 2023
£ £
Non-current assets
Financial assets at fair value through profit or loss 11 970,394 5,291,806
Total non-current assets 970,394 5,291,806
Current assets
Trade and other receivables 12 3,308 6,459
Cash and cash equivalents 13 5,828 63,158
Total current assets 9,136 69,617
Total assets 979,530 5,361,423
Current liabilities
Trade and other payables 14 42,149 32,076
Total liabilities 42,149 32,076
Net assets 937,381 5,329,347
Shareholders' equity
Share capital 15 4,992,774 4,892,774
Share premium account 9,575,072 9,575,072
Other reserves 243,248 243,248
Retained earnings (13,873,713) (9,381,747)
Total shareholders' equity 937,381 5,329,347
The financial statements were approved by the Board, authorised for issue on
27 March 2025 and were signed on its behalf by:
Anthony Fabrizi
Director
Registered number: 05174441
The notes form part of these financial statements.
Statement of Changes in Equity
For the year ended 30 September 2024
Share Share Other Retained Total
capital premium reserves earnings £
£ £ £ £
Year ended 30 September 2023
At 1 October 2022 4,892,774 9,575,072 - (3,053,339) 11,414,507
Loss for the year and total - - - (6,328,408) (6,328,408)
comprehensive income
Share based payments - - 243,248 - 243,248
At 30 September 2023 4,892,774 9,575,072 243,248 (9,381,747) 5,329,347
Year ended 30 September 2024
At 1 October 2023 4,892,774 9,575,072 243,248 (9,381,747) 5,329,347
Loss for the year and total - - - (4,491,966) (4,491,966)
comprehensive income
Shares issued 100,000 - - - 100,000
At 30 September 2024 4,992,774 9,575,072 243,248 (13,873,713) 937,381
Share capital
Share capital represents the nominal value on the issue of the Company's
equity share capital, comprising £0.001 ordinary shares.
Share premium
Share premium represents the amount subscribed for the Company's equity share
capital in excess of nominal value.
Other reserves
Other reserves represent the cumulative cost of share-based payments.
Retained earnings
Retained earnings represent the cumulative net income and losses of the
Company recognised through the statement of comprehensive income.
The notes form part of these financial statements.
Cash Flow Statement
For the year ended 30 September 2024
Note 2024 2023
£ £
Operating activities
Loss for the year (4,491,966) (6,328,408)
Adjustments:
Finance income 5 (398) (1,065)
Fair value losses 4,312,519 5,762,911
Loss on disposal of investments 17,536 122,196
Share based payment - 243,248
Working capital adjustments
Decrease in trade and other receivables 3,151 1,613
Increase/(decrease) in trade and other payables 10,073 (38,342)
Net cash used in operating activities (149,085) (237,847)
Investing activities
Proceeds from sale of investments 51,660 213,365
Purchase of convertible loan note (60,303) -
Interest received 398 1,065
Net cash (used in)/from investing activities (8,245) 214,430
Financing activities
Share issue 100,000 -
Net cash generated from financing activities 100,000 -
Net decrease in cash and cash equivalents (57,330) (23,417)
Cash and cash equivalents at start of the year 13 63,158 86,575
Cash and cash equivalents at end of the year 13 5,828 63,158
The notes form part of these financial statements.
Notes to the Financial Statements
For the year ended 30 September 2024
1. Accounting policies
General information
Blue Star Capital Plc (the Company) invests principally in the media, technology and gaming sectors.
The Company is a public limited company incorporated and domiciled in England and Wales with registered number: 05174441. The address of its registered office is Griffin House, 135 High Street, Crawley RH10 1DQ.
The Company is listed on the Alternative Investment Market (AIM) market of the London Stock Exchange plc.
The financial statements are presented in Pound Sterling (£) and rounded to the nearest £1.
Summary of significant accounting policies
The principal accounting policies adopted 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
These financial statements have been prepared in accordance with UK adopted International Accounting Standards ("UK adopted IAS") and with the requirements of the Companies Act 2006 as applicable to companies reporting under those standards.
These financial statements have been prepared under the historical cost convention, as modified by the revaluation of assets and liabilities held at fair value.
The preparation of financial statements in conformity with Uk adopted IAS requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Company's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant in the financial statements, are disclosed in note 2.
Going concern
The Company has reported a loss for the year excluding fair value gain on the valuation of investments and foreign
exchange movements of £179,447. The Company had cash reserves at the year-end of £5,828.
Following the year end the company has raised £150,000 through the issue of 7,500,000 new ordinary shares of £0.001 at an issue price of £0.02. €75,000 was used to subscribe in a Simple Agreement for Future Equity issued by SatoshiPay Limited. A further £15,000 was received on exercise of warrants.
The Directors have committed to receive no cash salaries until January 2026 and taken steps to reduce ongoing costs.
Based on the above and the success of future fund raising, the Directors consider that they have sufficient resources to continue trading for at least 12 months form the date of approval of these financial statements and have therefore continued to prepare the financial statements on a going concern basis.
New standards, amendments and interpretations adopted by the Company
The following IFRS or IFRIC interpretations that were effective for the first time for annual periods beginning on or after 1 October 2023 that the Company had to adopt.
Standards/ Application
interpretations
IAS 16 Property, Plant and Equipment
Amendments prohibiting a company from deducting from the cost of property,
plant and equipment amounts received from selling items produced while the
company is preparing the asset for its intended use
IAS 1 Presentation of Financial statements
Amendments regarding the disclosure of accounting policies
IAS 8 Accounting policies, Changes in Accounting Estimates and Errors
Amendments regarding definition of accounting estimates
IAS 12 Income Taxes
- Amendments regarding deferred tax on leases and decommissioning
obligations
- Amendments to provide a temporary exception to the requirements
regarding deferred tax assets and liabilities related to pillar two income
taxes
New standards, amendments and interpretations in issue but not yet effective
(in some cases not yet adopted by the UK) and not applied in these financial
statements.
Standards/ Application Effective date
interpretations
IFRS S1 General Requirements for Disclosure of Sustainability-related Financial 01/01/2024
Information
Original issue
IFRS S2 Climate-related Disclosures 01/01/2024
Original issue
IFRS 7 Financial Instruments: Disclosures 01/01/2024
Amendments regarding supplier finance arrangements
IFRS 7 Financial Instruments: Disclosures 01/01/2026
- Amendments regarding the classification and measurement of
financial
instruments
- Amendments resulting from Annual Improvements to IFRS Accounting
Standards - Volume 11 (including implementation guidance)
IFRS 9 Financial Instruments 01/01/2026
- Amendments regarding the classification and measurement of
financial
instruments
- Amendments resulting from Annual Improvements to IFRS Accounting
Standards - Volume 11
IFRS 10 Consolidated Financial Statements 01/01/2026
Amendments resulting from Annual Improvements to IFRS Accounting Standards -
Volume 11
IFRS 16 Leases 01/01/2024
Amendments to clarify how a seller-lessee subsequently measures sale and
leaseback transactions
IFRS 18 Presentation and Disclosures in Financial Statements 01/01/2027
Original Issue
IFRS 19 Subsidiaries without Public Accountability: Disclosures 01/01/2027
Original issue
IAS 1 Presentation of Financial Statements 01/01/2024
Amendments regarding the classification of liabilities Amendments to defer
effective date of January 2020 amendments
Amendments regarding classification of debt with covenants
IAS 7 Statement of Cash Flows 01/01/2024
Amendments regarding supplier finance arrangements
IAS 7 Statement of Cash Flows 01/01/2026
Amendments resulting from Annual Improvements to IFRS Accounting
Standards - Volume 11
There are no IFRS's or IFRIC interpretations that are not yet effective that would be expected to have a material impact on the Company.
Financial assets
The Company classifies its financial assets into one of the categories discussed below, depending on the purpose for which the asset was acquired. The Company has not classified any of its financial assets as held to maturity or available for sale.
The Company's accounting policy for each category is as follows:
Fair value through profit or loss
Financial assets at fair value through profit or loss are financial assets designated upon initial recognition as at fair value through profit or loss.
Financial assets designated at fair value through the profit or loss are those that have been designated by management upon initial recognition. Management designated the financial assets, comprising equity shares and warrants, at fair value through profit or loss upon initial recognition due to these assets being part of the Company's financial assets, which are managed and their performance evaluated on a fair value basis.
Financial assets at fair value through the profit or loss are recorded in the statement of financial position at fair value. Changes in fair value are recorded in "Fair valuation movements in financial assets designated at fair value through profit or loss".
Financial assets, comprising equity shares and warrants, are valued in accordance with the International Private Equity and Venture Capital ("IPEVC") guidelines.
(a) Early-stage investments: these are investments in immature companies, including seed, start-up and early-stage investments. Such investments are valued at cost less any provision considered necessary, until no longer viewed as an early stage
(b) or unless significant transactions involving an independent third-party arm's length, values the investment at a materially different value:
(c) Development stage investments: such investments are in mature companies having a maintainable trend of sustainable revenue and from which an exit, by way of floatation or trade sale, can be reasonably foreseen. An investment of this stage is periodically re-valued by reference to open market value. Valuation will usually be by one of five methods as indicated below:
I. At cost for at least one period unless such basis is unsustainable;
II. On a third-party basis based on the price at which a subsequent significant investment is made involving a new investor;
III. On an earnings basis, but not until at least a period since the investment was made, by applying a discounted price/earnings ratio to the profit after tax, either before or after interest; or
IV. On a net asset basis, again applying a discount to reflect the illiquidity of the investment.
V. In a comparable valuation by reference to similar businesses that have objective data representing their equity value.
(d) Quoted investments: such investments are valued using the quoted market price, discounted if the shares are subject to any particular restrictions or are significant in relation to the issued share capital of a small quoted company.
At each balance sheet date, a review of impairment in value is undertaken by reference to funding, investment or offers in progress after the balance sheet date and provisions is made accordingly where the impairment in value is recognised.
The Company uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuation technique:
Level 1: quoted (unadjusted) prices in active markets for identical assets or liabilities.
Level 2: other techniques for which all inputs which have a significant effect on the recorded fair value are observable, either directly or indirectly.
Level 3: techniques which use inputs which have a significant effect on the recorded fair value that are not based on observable market data.
Cash and cash equivalents
Cash and cash equivalents include cash in hand, deposits held at call with banks, other short term highly liquid investments with original maturities of three months or less.
For the purpose of the cash flow statement, cash and cash equivalents consist of cash and cash equivalents as defined above, net of outstanding bank overdrafts.
Financial liabilities
The Company classifies its financial liabilities in the category of financial liabilities measured at amortised cost. The Company does not have any financial liabilities at fair value through profit or loss.
Financial liabilities measured at amortised cost
Financial liabilities measured at amortised cost include:
Trade payables and other short-term monetary liabilities, which are initially recognised at fair value and subsequently carried at amortised cost using the effective interest rate method.
Finance income
Finance income relates to interest income arising on cash and cash equivalents held on deposit and interest accrued on loans receivable. Finance income is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable.
Operating loss
Operating loss is stated after crediting all items of operating income and charging all items of operating expense.
Deferred taxation
Deferred tax assets and liabilities are recognised where the carrying amount of an asset or liability in the balance sheet differs from its tax base.
Recognition of deferred tax assets is restricted to those instances where it is probable that taxable profit will be available against which the difference can be utilised.
The amount of the asset or liability is determined using tax rates that have been enacted or substantively enacted by the balance sheet date and are expected to apply when the deferred tax liabilities/(assets) are settled/(recovered).
Provisions
Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that the Company will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation.
The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. When a provision is measured using the cash flows estimated to settle the present obligation, it's carrying amount is the present value of the cash flows (when the effect of the time value of money is material).
When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is recognised as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.
Present obligations under onerous leases are recognised and measured as provisions. An onerous contract is considered to exist where the Company has a contract under which the unavoidable costs of meeting the obligations under the contract exceed the economic benefits expected to be received from the contract.
Share-based payments
All services received in exchange for the grant of any share-based remuneration are measured at their fair values. These are indirectly determined by reference to the fair value of the share options/warrants awarded. Their value is appraised at the grant date and excludes the impact of any non-market vesting conditions (for example, profitability and sales growth targets).
Share based payments are ultimately recognised as an expense in the Statement of Comprehensive Income with a corresponding credit to other reserves in equity, net of deferred tax where applicable. If vesting periods or other vesting conditions apply, the expense is allocated over the vesting period, based on the best available estimate of the number of share options/warrants expected to vest. Non-market vesting conditions are included in assumptions about the number of options/warrants that are expected to become exercisable. Estimates are subsequently revised, if there is any indication that the number of share options/warrants expected to vest differs from previous estimates. No adjustment is made to the expense or share issue cost recognised in prior periods if fewer share options ultimately are exercised than originally estimated.
Upon exercise of share options, the proceeds received net of any directly attributable transaction costs up to the nominal value of the shares issued are allocated to share capital with any excess being recorded as share premium.
Where share options are cancelled, this is treated as an acceleration of the vesting period of the options. The amount that otherwise would have been recognised for services received over the remainder of the vesting period is recognised immediately within the Statement of Comprehensive Income.
2. Critical accounting estimates and judgements
The Company makes certain estimates and assumptions regarding the future. Estimates and judgements are continually evaluated based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. In the future, actual experience may differ from these estimates and assumptions. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are those in relation to:
Fair value of financial instruments
The Company holds investments that have been designated at fair value through profit or loss on initial recognition. The Company determines the fair value of these financial instruments that are not quoted, using valuation techniques, contained in the IPEVC guidelines. These techniques are significantly affected by certain key assumptions. Other valuation methodologies such as discounted cash flow analysis assess estimates of future cash flows and it is important to recognise that in that regard, the derived fair value estimates cannot always be substantiated by comparison with independent markets and, in many cases, may not be capable of being realised immediately.
In certain circumstances, where fair value cannot be readily established, the Company is required to make judgements over carrying value impairment, and evaluate the size of any impairment required.
The methods and assumptions applied, and the valuation techniques used, are disclosed in note 11.
Share based payment
All services received in exchange for the grant of any share-based remuneration are measured at their fair values. These are indirectly determined by reference to the fair value of the share options/warrants awarded. Their value is appraised at the grant date. and excludes the impact of any non-market vesting conditions (for example, profitability and sales growth targets).
Share based payments are ultimately recognised as an expense in the Statement of Comprehensive Income with a corresponding credit to other reserves in equity, net of deferred tax where applicable. If vesting periods or other vesting conditions apply, the expense is allocated over the vesting period, based on the best available estimate of the number of share options/warrants expected to vest. Non-market vesting conditions are included in assumptions about the number of options/warrants that are expected to become exercisable. Estimates are subsequently revised, if there is any indication that the number of share options/warrants expected to vest differs from previous estimates. No adjustment is made to the expense or share issue cost recognised in prior periods if fewer share options ultimately are exercised than originally estimated.
Upon exercise of share options, the proceeds received net of any directly attributable transaction costs up to the nominal value of the shares issued are allocated to share capital with any excess being recorded as share premium.
Where share options are cancelled, this is treated as an acceleration of the vesting period of the options. The amount that otherwise would have been recognised for services received over the remainder of the vesting period is recognised immediately within the Statement of Comprehensive Income.
3. Nature of expenses
2024 2023
£ £
Directors' fees 20,500 100,067
Legal and professional fees 135,983 94,598
Other expenses 5,826 6,453
162,309 201,118
4. Operating loss
2024 2023
£ £
This is stated after charging:
Auditor's remuneration - statutory audit fees 15,000 19,000
5. Finance income
2024 2023
£ £
Interest received on short term deposits 398 1,065
398 1,065
6. Share based payments
2024 2023
Weighted average exercise Weighted average exercise
price (p) price (p)
Number Number
Outstanding at the beginning of the year 0.37 250,000,000 - -
Granted during the year 0.1 100,000,000 0.37 250,000,000
Outstanding at the end of the year 0.37 350,000,000 0.37 250,000,000
The contracted average remaining life of warrants at 30 September 2024 was 1.6 years (2023: 2.3 years). At 30 September 2024, the Company had the following warrants in issue:
Date of grant 27 January 2023 27 January 2023 17 January 2024
Number outstanding 200,000,000 50,000,000 100,000,000
Contractual life 3 years 3 years 3 years
Exercise price (pence) 0.35p 0.45p 0.45p
The fair value of warrants is determined using the Black-Scholes valuation model. The charge to the profit and loss for the year ended 30 September 2024 was £Nil (2023: £243,248).
The assumptions used in the calculation of fair value of the warrants were as follows:
Date of grant 27 January 2023 27 January 2023
Share price at date of grant 0.235p 0.235p
Exercise price 0.35p 0.45p
Expected life (years) 2.18 2.93
Volatility 94.98% 94.98%
Risk free interest rate 3.34% 3.29%
Following the year-end, 200,000,000 warrants outstanding at year-end were
cancelled and the Directors were awarded 2,500,000 warrants over ordinary
shares in lieu of Director cash salaries for the period from 1 October 2024 to
31 December 2025 (refer to note 21).
7. Staff costs, including Directors
2024 2023
£ £
Wages and salaries - 66,000
Social security costs - 4,067
Share based payment - 243,248
- 313,315
During the year the Company had an average of 2 employees who were management
(2023: 2). The employees are
Directors and key management personnel of the Company.
8. Directors' and key management personnel
Directors' remuneration for the year ended 30 September 2024 is as follows:
Salary Fees Share based Total
£ £ payments 2024
£ £
A Fabrizi - 16,000 - 16,000
S King - 4,500 - 4,500
- 20,500 - 20,500
The Directors have waived their right to the balance of remuneration for the year.
Directors' remuneration for the year ended 30 September 2023 which is as follows:
Salary Fees Share based Total
£ £ payments 2023
£ £
A Fabrizi 36,000 12,000 165,145 213,145
B Rowbotham 30,000 - 48,649 78,649
S King - 18,000 29,454 47,454
66,000 30,000 243,248 339,248
9. Taxation
The tax assessed on loss before tax for the year differs to the applicable rate of corporation tax in the UK for small companies of 25% (2023: 25%). The differences are explained below:
2024 2023
£ £
Loss before tax (4,491,966) (6,328,408)
Loss before tax multiplied by effective rate of corporation tax of 25% (1,122,991) (1,582,102)
(2022:25%)
Effect of:
Loss on disposal of investments 4,384 30,549
Fair value movements on investments 1,078,072 1,440,728
Share based payments - 60,802
Losses carried forward 40,535 80,572
Tax charge in the income statement - -
The Company has incurred tax losses for the year and a corporation tax expense is not anticipated. The amount of the unutilised tax losses has not been recognised in the financial statements as the recovery of this benefit is dependent on future profitability, the timing of which cannot be reasonably foreseen. The unrecognised and revised deferred tax asset at 30 September 2024 is £1,381,632 (2023: £1,341,055).
10. Earnings per ordinary share
The earnings and number of shares used in the calculation of loss/earnings per ordinary share are set out below:
2024 2023
Basic:
Loss for the financial period (4,491,966) (6,328,408)
Weighted average number of shares 5,063,264,799 4,992,772,996
Loss per share (pence) (0.09) (0.13)
Fully Diluted:
Loss for the financial period (4,491,966) (6,328,408)
Weighted average number of shares 5,063,264,799 4,992,772,996
Loss per share (pence) (0.09) (0.13)
There is no difference between the diluted loss per share and the basic loss per share presented due to the loss position of the Company. Share options and warrants could potentially dilute basic earnings per share in the future, but were not included in the calculation of diluted earnings per share as they are anti-dilutive for the year presented.
11. Investments
2024 2023
£ £
At start of year 5,291,806 11,390,278
Additions 60,303 -
Disposals (69,196) (335,561)
Net fair value loss for the year (4,312,519) (5,762,911)
At end of year 970,394 5,291,806
During the year the Company disposed of its shareholding in Guild Esports plc together with its shareholding in East Side Group. This reduction resulted in a loss on disposal of £17,536 (2023: £122,196).
2024 2023
£ £
Quoted investments - 69,196
Unquoted investments 970,394 5,222,610
970,394 5,291,806
The country of incorporation for all investments held at 30 September 2023 are listed below:
£ Country of Incorporation
Dynasty Gaming & Media Pte Limited 279,300 Singapore
SatoshiPay Limited 581,069 United Kingdom
Sthaler Limited 13,600 United Kingdom
Paidia Esports Inc 96,425 Canada
970,394
The methods used to value the unquoted investments are described below.
Fair value
The fair value of unquoted investments is established using valuation
techniques. These include the use of quoted market prices, recent arm's length
transactions, the Black-Scholes option pricing model and discounted cash flow
analysis. Where a fair value cannot be estimated reliably the investment is
reported at the carrying value at the previous reporting date in accordance
with International Private Equity and Venture Capital ("IPEVC") guidelines.
The Company assesses at each balance sheet date whether there is any objective
evidence that the unquoted investments are impaired. The unquoted investments
are deemed to be impaired, if and only if, there is objective evidence of
impairment as a result of one or more events that have occurred after the
initial recognition of the asset (an incurred 'loss event') and that loss
event (or events) has an impact on the estimated future fair value of the
investments that can be reliably measured.
12. Trade and other receivables
2024 2023
£ £
Prepayments 2,908 3,044
Other receivables 400 3,415
3,308 6,459
The Directors consider that the carrying value of trade and other receivables
approximates to the fair value.
13. Cash and cash equivalents
2024 2023
£ £
Cash at bank and in hand 5,828 63,158
5,828 63,158
Cash and cash equivalents comprise cash at bank and other short-term highly
liquid investments with an original maturity of three months or less. The
Directors consider that the carrying value of cash and cash equivalents
approximates to their fair value.
14. Trade and other payables
2024 2023
£ £
Trade payables 6,200 3,750
Accruals 35,949 28,326
42,149 32,076
All trade and other payables fall due for payment within one year. The
Directors consider that the carrying value of trade and other payables
approximates to their fair value.
15. Share capital
Issued and fully paid
2024 2024 2023 2023
Number £ Number £
At 1 October 4,992,772,996 4,892,774 4,992,772,996 4,892,774
Shares issued in the year 100,000,000 100,000 - -
At 30 September 5,092,772,996 4,992,774 4,992,772,996 4,892,774
During the year ended 30 September 2024 the following shares were issued:
Number £ Issue price
17 January 2024 100,000,000 100,000 0.1p
During the year ended 30 September 2023 there were no shares issued.
16. Financial risk management
Interest rate risk
The Company's exposure to changes in interest rates relate primarily to cash
and cash equivalents. Cash and cash equivalents are held either on current or
on short term deposits at floating rates of interest determined by the
relevant bank's prevailing base rate. The Company seeks to obtain a favourable
interest rate on its cash balances through the use of bank treasury deposits.
Any reasonable change in interest rate would not have a material impact on
finance income that the Company could receive in the course of a year, based
on the current level of cash and cash equivalents either held in current
accounts or short-term deposits.
Market risk
The Company's market risk is attributable to the financial instruments that
are held at fair value through profit and loss. The potential that future
changes in market conditions may make an instrument less valuable, due to
fluctuations in security prices, as well as interest and foreign exchange
rates. Market risk is directly impacted by the volatility and liquidity in the
markets in which the related underlying assets are traded.
Sensitivity analysis
The following table looks at the impact on net profit or loss based on a given
movement in the fair value of all the
investments.
2024 2023
£ £
10% increase or decrease in fair value 97,039 529,181
20% increase or decrease in fair value 194,079 1,058,361
30% increase or decrease in fair value 291,118 1,587,542
Borrowing facilities
The operations to date have been financed through the placing of shares and
investor loans. It is the Board's policy to keep borrowing to a minimum, where
possible.
Liquidity risks
The Company seeks to manage liquidity risk by ensuring sufficient liquid
assets are available to meet foreseeable needs and to invest liquid funds
safely and profitably. All cash balances are immediately accessible and the
Company holds no trades payable that mature in greater than 3 months, hence a
contractual maturity analysis of financial liabilities has not been presented.
Since these financial liabilities all mature within 3 months, the Directors
believe that their carrying value reasonably equates to fair value.
Foreign currency risk management
The Company undertakes certain transactions denominated in currencies other
than pound sterling, hence exposures to exchange rate fluctuations arise. The
fair values of the Company's investments that have foreign currency exposure
at 30 September 2024 are shown below:
2024
EUR SGD CAD
£ £ £
Fair value of investments 581,069 279,300 96,425
2023
EUR SGD CAD
£ £ £
Fair value of investments 4,653,099 450,001 123,635
The Company accounts for movements in fair value of financial assets in the
comprehensive income. The following table illustrates the sensitivity of the
equity in regard to the company's financial assets and the exchange rates for
£/Euro, £/ Singapore Dollar and £/Canadian Dollar.
It assumes the following changes in exchanges rates:
- £/EUR +/- 20% (2021: +/- 20%)
- £/SGD +/- 20% (2021: +/- 20%)
- £/CAD +/- 20% (2021: +/- 20%)
The sensitivity analysis is based on the Company's foreign currency financial
instruments held at each balance sheet date. If £ Sterling had weakened
against the currencies shown, this would have had the following effect:
2024
EUR SGD CAD
£ £ £
Increase in fair value of investments 116,214 55,860 19,285
2023
EUR SGD CAD
£ £ £
Increase in fair value of investments 930,620 90,000 24,727
If £ Sterling had strengthened against the currencies shows, this would have
had the following effect:
2024
EUR SGD CAD
£ £ £
Reduction in fair value of investments (96,845) (46,550) (16,071)
2023
EUR SGD CAD
£ £ £
Reduction in fair value of investments (775,517) (75,000) (20,606)
The Company's functional and presentational currency is the pound sterling as
it is the currency of its main
trading environment.
Credit risk
The Company's credit risk is attributable to cash and cash equivalents and
trade and other receivables.
Cash is deposited with reputable financial institutions with a high credit
rating. The maximum credit risk relating to cash and cash equivalents and
trade and other receivables is equal to their carrying value of £6,228 (2023:
£66,573)
Capital Disclosure
As in previous years, the Company defines capital as issued capital, reserves
and retained earnings as disclosed in statement of changes in equity. The
Company manages its capital to ensure that the Company will be able to
continue to pursue strategic investments and continue as a going concern. The
Company does not have any externally imposed financial requirements.
17. Financial instruments
Set out below is an overview of financial instruments held by the company:
Note 2024 2023
£ £
Financial assets at fair value through profit and loss
Investments 11 970,394 5,291,806
Total 970,394 5,354,964
Financial assets at amortised cost
Cash and cash equivalents 13 5,828 63,158
Trade and other receivables 12 - -
Total 5,828 63,158
Financial liabilities at amortised cost
Trade and other payables 14 42,149 32,076
Total 42,149 32,076
The fair value measurement of financial assets carried at fair value through
profit and loss is set out in the table below:
Fair value
measurement
Note Level 1 Level 2 Level 3
£ £ £
At 30 September 2024
Investments 11 - - 970,394
Total financial assets - - 970,394
At 30 September 2023
Investments 11 69,196 - 5,222,610
Total financial assets 69,196 - 5,222,610
18. Related party transactions
Sean King was paid his directors fees of £4,500 (2023: £18,000) through
Three S Ventures Limited. At the year-end an amount of £1,500 (2023: £3,000)
was included within Trade and other payables.
19. Operating lease commitments
At the balance sheet date, the Company had no outstanding commitments under
operating leases.
20. Ultimate Controlling Party
The Company considers that there is no ultimate controlling party.
21. Post Balance Sheet Events
On 6 January 2025, the following Capital Reorganisation was approved:
• Every 200 Existing Ordinary Shares of £0.001 each in
the issued share capital of the Company will be consolidated into 1
Consolidated Share of £0.20 each.
• Subsequently, each Consolidated Share will be
subdivided into 1 New Ordinary Share of £0.001 and 199 Deferred Shares of
£0.001 each.
Prior to the above Capital Reorganisation the following was approved to take
effect:
• The issue of 5 New Ordinary shares for rounding.
• Issuing a further 491,511 New Ordinary Shares of
£0.001 per ordinary share as a corrective share issuance related to a legacy
discrepancy of the total voting rights in the Company
The following also took place after the shareholder approval on 6 January
2025:
• The Company raised £150,000 via a subscription
for 7,500,000 New Ordinary Shares of £0.001 each at an Issue Price of £0.02
per New Ordinary Share.
• All existing 200,000,000 warrants granted to
Directors were cancelled.
• The Directors were awarded 2,500,000 warrants
over ordinary shares in lieu of Director cash salaries for the period from 1
October 2024 to 31 December 2025.
Number of Number of New warrant exercise price
warrants cancelled new warrants
granted
Anthony Fabrizi 170,0000,000 2,000,000 £0.02
Sean King 30,000,000 500,000 £0.02
• In addition to the above warrants, 750,000
warrants over ordinary shares in the Company at an exercise price of £0.02p
granted to an adviser in lieu of retainer fees.
• The warrants granted to shareholders following
the capital raise in January 2024 was amended on the basis as set out in the
table below:
Before After Nominal value
6 January 2025 6 January 2025
Exercise price 0.1p 20p £0.001
Exercise ratio* 1:1 200:1 -
* Denotes the number of warrants following the Capital Reorganisation required
to be exercised in order to grant one new ordinary share.
On 25 January 2025, the Company announced that it had subscribed for €75,000
in SatoshiPay Limited via a Simple
Agreement for Future Equity (SAFE Note).
The Company also raised £15,000 on 25 February 2025 through an exercise of
warrants.
On 27 March 2025 the Company issued 100,000 new ordinary shares at 7p per
share in part settlement of an outstanding invoice due to an adviser.
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. END FR JRMBTMTTTTFARecent news on Blue Star Capital
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