REG - Blue Star Capital - Final Results
27/02/2026 07:00
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RNS Number : 6180U Blue Star Capital plc 27 February 2026
27 February 2026
Blue Star Capital plc
("Blue Star" or the "Company")
Final Results for the year ended 30 September 2025
Blue Star Capital plc (AIM: BLU), the investing company with a focus on
blockchain and payments, announces its final results for the year ended 30
September 2025.
Operating and Financial Summary
The Company recorded a pre-tax loss for the year ended 30 September 2025 of
£665,606 compared to a loss of £4,491,966 in the prior year. The reduction
in loss year-on-year principally reflects a significantly lower fair value
movement on investments of £346,928 (2024: £4,312,519).
Net assets increased materially to £2,865,895 at 30 September 2025 (2024:
£937,381), driven by new equity capital raised during the year and the
increased carrying value of the Company's investment in SatoshiPay Limited
("SatoshiPay"). The valuation of investments at the year end was £1,553,643
(2024: £970,394).
During the year, the Company increased its exposure to SatoshiPay including:
(i) a €75,000 subscription via a SAFE instrument; and (ii) the acquisition
of 4,531 shares representing approximately 22.0% of SatoshiPay's issued share
capital in consideration for the issue of 4,412,096 new ordinary shares in the
Company. As at 30 September 2025, the carrying value of the Company's
investment in SatoshiPay was £1,526,492. In light of the challenges in
reliably determining fair value, the Board has held the investment at cost,
together with additions in the year, which it considers to be a highly prudent
basis of valuation.
The Company also advanced a £1,000,000 secured loan to SatoshiPay during the
year to support its treasury and digital asset deployment strategy. At the
year end, the loan had a fair value of £1,015,246, reflecting a fair value
gain of £15,246 recognised in profit or loss. The loan is classified as a
financial asset at fair value through profit or loss.
With respects to the Company's other investing companies in its portfolio, the
Board took a prudent approach to valuation. The carrying value of Dynasty
Gaming & Media was reduced to £13,965 and Paidia Esports Inc to £13,186
at 30 September 2025, reflecting the ongoing uncertainty around exit timing
and market conditions.
Administrative expenses increased to £193,257 (2024: £162,309), primarily
reflecting higher professional costs associated with capital reorganisation,
fundraisings and increased transaction activity. A share-based payment charge
of £126,700 was recognised in the year (2024: £nil) in connection with
warrants granted to Directors in lieu of cash remuneration.
The Company undertook a 200:1 share consolidation and subdivision during the
year, reducing the number of ordinary shares in issue and creating deferred
shares, without changing the nominal value per ordinary share. The capital
reorganisation facilitated equity fundraisings, including £1.15 million
raised in July 2025, resulting in net cash generated from financing activities
of £1,585,000 (2024: £100,000).
The cash position at 30 September 2025 was £313,236 compared to £5,828. The
Board continues to manage cash prudently and to align Directors' remuneration
with long-term shareholder value through the use of equity-linked instruments.
Extracts from the Annual Report and Accounts including the Financial
Statements and Independent Auditor's Report can be found below. The full
report will be available on the Company's website shortly.
Annual General Meeting
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 Tuesday 24 March 2026 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 20 March 2026.
Tony Fabrizi Executive Chairman of Blue Star Capital plc, commented:
"The last year has been one of significant change for Blue Star. We have more
than doubled our shareholding in SatoshiPay to around 58% on a diluted basis.
SatoshiPay, through its 100% owned business Vortex, has launched a
fiat-to-crypto infrastructure platform to enable foreign exchange and instant,
low-cost transactions.
"Vortex is now firmly established in Brazil, growing quickly and planning to
offer a full money transfer business later this year. Although Vortex is
performing strongly, It remains early-stage and is therefore difficult to
value. Despite this uncertainty, the Board believes progress over the last
year justifies its confidence in SatoshiPay and the potential for it to
provide significant returns for Blue Star shareholders."
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
I am pleased to report a much improved performance from Blue Star Capital plc
("the Company" or "Blue Star") in the year ended 30 September 2025. In
December 2024 the Company implemented a 200 to 1 share consolidation to reduce
the Company's nominal value and allow it to raise funds. Approximately 50% of
those funds were used to invest in SatoshiPay, our principal investment, which
accounts for approximately 98% of the Company's investment portfolio.
SatoshiPay has performed strongly over the last 15 months achieving a number
of key operational milestones. Overall, our NAV increased by 206% to
£2,865,895 (2024: £937,381) while the Company incurred a pre-tax loss of
£665,606 (2024: loss £4,491,966).
As I explain later in my report, the valuation of SatoshiPay is difficult to
assess with any great certainty, however the Board is pleased with
SatoshiPay's progress and believes it has the potential to increase
significantly in value. As recently announced, the Company currently owns
around 50% of SatoshiPay on an undiluted basis which increases, post
conversion of all existing SAFE instruments, to just over 58%. The Company
ended the year with cash of £313,236 (2024: £5,828). We provide the
following portfolio company overviews for the year ended 30 September 2025.
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, was built to
help decentralize forex and traditional finance, by providing the missing
link between fiat currency and De-Fi ecosystems through a sophisticated smart
contract network.
As previously reported, despite meeting key operational milestones Pendulum
struggled to build meaningful industry support and the required user interest
in its product offering to move forward as originally intended.
Over the last year the SatoshiPay team have worked hard to transform Pendulum
from a Layer-1 infrastructure into a focused Web3 settlement layer supporting
crypto ramping, FX applications and cross-border payments.
SatoshiPay currently owns approximately 20.6 million PEN tokens in vesting,
which have a value of approximately US$394,000 based on the closing PEN token
price of US$0.01912481 on 24 February 2026.
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.
SatoshiPay have worked closely with Nabla during the last year and Nabla have
made significant progress. Most notably, Nabla has successfully integrated
with DEX aggregators like OOGA BOOGA, KyberSwap and 0x on various EVM chains.
For successfully incubating Nabla, SatoshiPay owns approximately 51.9 million
NABLA tokens in vesting, which have a value of approximately US$183,270 based
on the closing NABLA token price of US$0.00352960 on 24 February 2026.
In last year's results we explained that since the middle of 2024 the
Company's focus and resources have been targeted predominantly at Vortex, a
project built on Pendulum.
The Vortex platform enables 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
stablecoin payments valued at US$390 billion in 2025.
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 off ramp partners. By leveraging chain abstraction,
Vortex offers a fluid user experience across different blockchain ecosystems.
Importantly, Vortex builds on top of Nabla technology and uses Pendulum
infrastructure for providing its service to users of various blockchains, e.g.
Polygon.
Although the Vortex platform has been operational since early 2025, the first
significant transaction volumes only occurred in October 2025 and reached over
$10 million in January 2026. It's main market is currently Brazil but it is
also operational in Europe, Argentina and with US expansion underway through
the Alfredpay partnership. In terms of clients, the focus has been on securing
institutional API clients and large-volume users, although discussions are
progressing with ramp aggregators, wallet providers and DeFi protocols which
provide access to a broader, retail client base. Progress is being made on
expanding the global reach of Vortex initially across Latin America and then
the USA with the ultimate goal of offering a global money transfer business.
Blue Star has supported SatoshiPay by investing heavily in the business. As
mentioned earlier, Blue Star raised £150,000 in January 2025 which allowed it
to provide additional working capital to SatoshiPay through a SAFE (Simple
Agreement for Future Equity) structure. This instrument was marketed to
existing investors in SatoshiPay and Blue Star subscribed for €75,000 in the
first SAFE funding round of €400,000. The first SAFE had a valuation cap of
€2.5 million, which sets the maximum price at which the SAFE funding
converts.
On 26 June 2025 the Company announced that it had agreed a share swap with the
two largest shareholders in SatoshiPay to exchange shares in SatoshiPay for
new shares in Blue Star. The Board felt this transaction represented an
excellent opportunity for Blue Star to significantly increase its shareholding
in SatoshiPay on attractive terms from around 28% to approximately 50%.
In early July, the Company successfully raised £1.15 million, the principal
purpose of which was to provide SatoshiPay with a loan to build out its
treasury operations. The £1 million loan was used by SatoshiPay to acquire
holdings in Bitcoin and Ethereum and was central to providing liquidity to
Vortex.
Post year end the Company funded a second SAFE round of €250,000 in October
2025, which had a valuation cap of €3.5 million. These funds were used by
SatoshiPay to fund ongoing working capital requirements while Vortex became
fully operational.
On 23 February 2026, the Company announced that it had taken the decision to
request repayment of €115,000 of the loan it had made to SatoshiPay to
provide the Company with working capital for the remainder of 2026. The
balance of the loan was exchanged for two further SAFE agreements, one for
€250,000 with a valuation cap of €3.5 million and another for €293,634
with a valuation cap of €2.5 million. This lower valuation cap was agreed as
a reflection of the support given by the Company to SatoshiPay over the last
15 months. In the last three SAFE rounds Blue Star was the only participant in
the agreements.
A SAFE structure provides investors with both downside protection in addition
to a valuation cap and importantly 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.
Assuming the SAFE agreements are exercised in full at the capped valuations,
Blue Star's shareholding in SatoshiPay would increase to no less than
approximately 58%. SatoshiPay will continue to deploy the funds provided by
the Company recent SAFE investments to provide support for Vortex and working
capital for SatoshiPay for the remainder of 2026.
In terms of valuing Blue Star's shareholding in SatoshiPay, the Board has
historically valued investments on the basis of the last external fund raise.
The last formal external equity fund raise took place in 2019 and clearly
SatoshiPay has changed fundamentally in the last 6 years. For the current
year, the Board has used cost as the basis of valuing SatoshiPay. This
valuation does not include the last 3 SAFE investments which were all made
post year end. On this basis Blue Star's 50% shareholding has been given a
value of approximately £1.5 million. The Board believes this valuation is
highly prudent and could significantly undervalue Blue Star's shareholding in
SatoshiPay. The true valuation of SatoshiPay only being more accurately
determined at the time of a future equity round.
Esports
Details of Blue Star's two Esports investments are provided below.
Dynasty Media & Gaming
Dynasty's management took the view in 2025 that whilst the business had
developed leading technology within its sector, the challenge of growing as an
independent operator in a consolidating market would be challenging and that
some form of merger or acquisition would be in the best interests of Dynasty
shareholders. Since that time, Dynasty has been in discussions with a number
of potential partners and acquirers. To date, these discussions, while often
encouraging, have not resulted in a deal. Management remain engaged in
discussions and there continues to be interest in Dynasty's technology
platform. However, there is no certainty that these efforts will prove
successful and without a transaction, it is likely that the business will have
to close Blue Star's shareholding in Dynasty currently represents 1.94% and
was included in last year's accounts at a carrying value of approximately
£279,300. Based upon the material uncertainty regarding Dynasty's future the
Board has decide to take a 95% write down on the value of its investment
reducing the carrying value to £13,965.
Paidia
Paidia remains operational on a lean and disciplined structure. The businesses
focus is now on partnerships, allowing Paidia's technology products time in
market to prove usage and revenue.
As a result of this restructuring, Paidia have achieved multiple consecutive
months of modest but positive net income. Partnerships now generate the
majority of revenue at very low operating cost.
Paidia's technology product is fully functional and is live in the market,
with strong usage and modest early revenue. They are reinvesting a small
portion of operating profit into targeted advertising to validate conversion
and grow demand.
Looking ahead, Paidia's management continue to explore acquisition and exit
opportunities while maintaining their partnerships business and investing
selectively in scalable, technology-driven revenue streams. Their goal is to
grow the tech product into repeatable revenue while sustaining a disciplined,
profitable operating base.
Blue Star's holding was valued in last year's accounts at approximately
£96,000. Given the challenging market conditions, the Board has decided to
write down the investment by 86% to a carrying value of £13,186.
Outlook
The future of Blue Star is clearly inextricably linked to the future success
of Vortex and its associated impact on the valuation of SatoshiPay. Vortex is
now firmly established in Brazil and is growing quickly. This plan is to
replicate this model across other territories with the objective of offering a
full money transfer business later this year. Although Vortex is performing
strongly, it remains early-stage and it therefore remains difficult to gauge
with any certainty whether it will ultimately be successful.
During the last year the Board has taken steps to increase its shareholding in
SatoshiPay and believes its current shareholding of approximately 58% in
SatoshiPay could provide significant returns for Blue Star shareholders.
In the meantime, the Board continues to take all actions possible to eliminate
all non-essential spending and cut costs wherever possible. The Board recently
agreed to receive a majority of its remuneration for 2026 in warrants as a
sign of its confidence and to preserve cash The Board will update shareholders
as soon as it has any meaningful news.
Anthony Fabrizi
Executive Chairman
26 February 2026
Strategic Report
The Directors present their strategic report on the Company for the year ended
30 September 2025.
Review of Business and Analysis Using Key Performance Indicators
The full year's loss was £665,606 compared to a loss of £4,491,966 for the
year ended 30 September 2024.
Net assets have increased to £2,865,895 at 30 September 2025, changing from
£937,381 at 30 September 2024.
The cash position at the end of the year increased to £313,236 from £5,828
as at 30 September 2024.
During the year, there was a fair value decrease in the company's investment
assets of £362,174 (2024: £4,312,519 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 2025. The main KPIs for the Company
are listed as follows:
2025 2024
Valuation of investments £1,553,643 £970,394
Cash and cash equivalents £313,236 £5,828
Net current assets/(liabilities) £1,312,252 (£33,013)
Loss before tax £665,606 £4,491,966
Net asset value per share 6.03p 0.02p
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
50% 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 build a global money transfer business.
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
three Directors in the current and two Directors in the prior-year and
therefore effectiveness of employee policies is not relevant for the Company.
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
26 February 2026
Directors' Report
The Directors present their report together with the audited financial
statements for the year ended 30 September 2025.
Results and dividends
The trading results for the year ended 30 September 2025 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 (2024:
£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
Meinhard Benn (appointed 14 May 2025)
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 30 September 2024
2025
Number of Warrants Number of Warrants
ordinary Shares ordinary Shares
Anthony Fabrizi - 2,000,000 - 170,000,000
Sean King 91,250 500,000 - 30,000,000
Meinhard Benn 5,952,689 500,000 - -
Following the year-end, on 5 January 2026, there was a grant of warrants
(refer to Note 23). The Directors' interest following this grant are as
follows:
5 January
2026
Number of Warrants
ordinary Shares
Anthony Fabrizi - 2,700,000
Sean King 91,250 675,000
Meinhard Benn 5,952,689 850,000
Significant shareholders
As at 19 February 2026, so far as the Directors are aware, the parties 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
Meinhard Benn 5,946,846 12.50%
Nicolas Slater 3,093,511 6.51%
Gabi Ventures Limited 2,500,000 5.26%
Derek Lew 1,557,638 3.28%
Christopher Sebakhi 1,550,000 3.26%
Related party transactions
Related party transactions and relationships are disclosed in note 20.
Going concern
The Company has reported a loss for the year for the year excluding fair value
loss on the valuation of investments of £318,678 (2024: £179,449).
The Company had cash reserves at the year-end of £313,236 (2024: £5,828).
During the year the Company undertook a capital reorganisation consolidating
its shares in the 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.
As part of the arrangements connected with the capital reorganisation, the
Directors agreed to receive warrants in exchange for cash remuneration until
January 2026.
In July 2025 the Company raised £1.15 million. £1 million of these funds
were lent to SatoshiPay so it could expand its digital asset treasury
operations. The Company had the right to recall the loan at its discretion at
any point with a 10 day notice and gave notice on 20 February 2026 to have
approximately £100,000 of the loan repaid with the balance converted into two
SAFE agreements.
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 23.
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
26 February 2026
Independent Auditor's Report
Opinion
We have audited the financial statements of Blue Star Capital Plc (the
'company') for the year ended 30 September 2025, which comprise the Statement
of Comprehensive Income, the Statement of Financial Position, the Statement of
Changes in Equity, the Cash Flow Statement and Notes to the Financial
Statements, including a summary of significant accounting policies. The
financial reporting framework that has been applied in their preparation is
applicable law and UK adopted International Accounting Standards.
In our opinion the financial statements:
• give a true and fair view of the state of the
Company's affairs as at 30 September 2025 and of its loss for the year then
ended
• have been properly prepared in accordance with
UK Adopted International Accounting Standards
• have been prepared in accordance with the
requirements of the Companies Act 2006.
Basis for opinion
We have 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 financial statements section of our report. We are independent of the
company in accordance with the ethical requirements that are relevant to our
audit of the financial statements in the UK, including the FRS's Ethical
Standards as applied to listed 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.
Emphasis of matter - valuation of investment
We draw your attention to Note 12 of the financial statements which describes
the basis of the valuation of investments held. The valuation of unquoted
investments is established using various valuation techniques and an
assessment as to whether there is any objective evidence that these unquoted
investments are impaired.
The basis of these valuations includes a number of variables within the
calculations. These variables are subjective and are based on professional
judgements of expectations and estimates.
While we have assessed the managements judgements and application of estimates
in their calculations and consider these to be reasonable, as set out in key
audit risks below, a variance in these subjective components could result in a
material change in the valuation of the underlying investment.
Our opinion is not modified in respect of this matter.
Material uncertainty relating to going concern
We draw your attention to note 1 to the financial statements, which indicates
that the Company is reliant on future fund raisings to continue its activities
as budgeted. Should future fund raisings be unsuccessful, this will impact on
the Company's plans. As stated in note 1, this condition indicates that a
material uncertainty exists that may cast significant doubt on the Company's
ability to continue as a going concern.
Our opinion is not modified in respect of this matter.
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 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
audit; and directing the efforts of the engagement team. The 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.
The key audit matters identified were:
Valuation of investments
The company is an investment company with a focus on technology and its
application within media, gaming and esports. Its value is based on its
investments. The company holds only unlisted investments.
How the matter was addressed
We considered the existence of investments as well as the valuations placed on
investments at the year end and whether there were any indications of
impairment.
Valuation of investments was considered by reviewing evidence provided by the
Directors and filed with Companies House, including the price at which the
investee companies were able to issue shares in the period.
Key Observations
As a result of our work, we agreed additions to investments to share
certificates and underlying contracts. Assessed key assumptions used in the
valuation of unquoted investments, ensured that these were based on
supportable information.
We note that in some instances the level of information available on investee
company performance and prospects was limited but we are satisfied that
management utilised the information available to reach a reasonable estimate
of the year end valuation.
Going Concern
Refer to Note 1 to the financial statements for the directors' disclosures of
related accounting policies, judgement and estimates. The directors have
concluded they have a reasonable expectation that the company will have
sufficient cash resources and cash inflows to continue its activities for not
less than twelve months from the date of approval of these financial
statements and have therefore prepared these financial statements on a going
concern basis.
How the matter was addressed
We addressed this risk by reviewing the cashflow forecasts provided by the
directors. Our work included but was not limited to, challenging the
assumptions made by the directors, reviewing the level of expenses forecast.
We considered the cash position at the year end, the funds received post year
end from loan repayment and the need for additional funding during the
forthcoming year. We also considered the Directors efforts to reduce costs and
to draw a reduced cash salary for the next 12 months.
Key Observations
As a result, the directors concluded, and we concurred with their assessment,
that the company was reliant on raising additional funds during the
forthcoming year through a placing. There is no guarantee that these placings
will be successful in the current climate. The nature of the company's
investments, which are all unlisted, will make it difficult to sell
investments in a timely manner to obtain the necessary funds to continue its
operations. However, the Directors have taken steps to reduce the amount of
funds required by agreeing to not draw salaries in cash for the next 12
months. The directors concluded there was a material uncertainty due the risk
of unsuccessful fund raising and we have amended our report accordingly.
Our application of materiality
Materiality for the company was £43,400 (2024: £9,800) based on 1.5% of
gross assets.
An overview of the scope of the audit
We tailored the scope of our audit to ensure we performed enough work to be
able to give an opinion on the financial statements as a whole and paying
particular attention to key audit matters identified above.
The scope of our audit was influenced by our application of materiality which
was calculated based on our professional judgement. These together with
qualitative considerations, helped us to determine the scope of our audit and
the nature, timing and extent of our audit procedures on the individual
financial statement line items and disclosures and in evaluating the effect of
misstatements, both individually and in aggregate on the financial statements
as a whole.
Other information
The directors are responsible for the other information. The other information
comprises the information included in the annual report, other than the
financial statements and our auditor's report thereon. Our opinion on the
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 thereon.
In connection with our audit of the financial statements, 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 audit or otherwise appears to be materially
misstated. If we identify such material inconsistencies or apparent material
misstatements, we are required to determine whether there is a material
misstatement in the financial statements or a material misstatement of the
other information. 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.
Opinion on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken during the audit:
• The information given in the strategic report
and 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 light of the knowledge and understanding of the company and its 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 where the
Companies Act 2006 requires us to report to you if, in our opinion:
• adequate accounting records have not been kept
by the Company, or returns adequate for our audit have not been received from
branches not visited by us; or
• the Company financial statements 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.
Responsibilities of directors
As explained more fully in the statement of Directors' responsibilities set
out on page 18, the Directors are responsible for the preparation of the
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 financial statements, the directors are responsible for
assessing the 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 company or
to cease operations, or have no realistic alternative but to do so.
Auditor's responsibility 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 misstatements, 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 material
misstatement when it exists. Misstatements can arise from fraud or error and
are considered material if, individually or in 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 out procedures are capable of detecting
irregularities, including fraud is detailed below:
We identify and assess the risks of material misstatement of the financial
statements, whether due to fraud or error, and then design and perform audit
procedures responsive to those risks, including obtaining audit evidence that
is sufficient and appropriate to provide a basis for our opinion.
In identifying and assessing risks of material misstatement in respect of
irregularities, including fraud and non-compliance with laws and regulations,
we have:
• considered the nature of the industry and
sectors, control environment and business performance;
• made enquires of management about their own
identification and assessment of the risk of irregularities;
• performed audit work over the risk of management
override of controls, including testing of journal entries and other
adjustments for appropriateness and reviewing accounting estimates for bias;
• reviewed minutes of meetings
• undertaken appropriate sample based testing of
bank transactions;
• identified and evaluated compliance with
relevant laws and regulations and made enquiries of any instances of
non-compliance;
• discussed matters among the audit engagement
team regarding how and where fraud might occur in the financial statements
and potential indicators of fraud.
Due to 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.
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.
Engin Zekia BSc FCA (Senior Statutory Auditor)
For and on behalf of
Adler Shine LLP, Chartered Accountants and Statutory Auditor
Aston House
Cornwall Avenue London N3 1LF
26 February 2026
Adler Shine LLP is a limited liability partnership registered in England and
Wales (with registered number OC301724).
Statement of Comprehensive Income
For the year ended 30 September 2025
Note 2025 2024
£ £
Revenue - -
Loss on disposal of investments - (17,536)
Fair valuation movements in financial instruments designated 12 (346,928) (4,312,519)
at fair value through profit or loss
(346,928) (4,330,055)
Share based payments 7 (126,700) -
Administrative expenses 4 (193,257) (162,309)
Operating loss 5 (666,885) (4,492,364)
Finance income 6 1,279 398
Loss before and after taxation and total comprehensive loss for the year (665,606) (4,491,966)
Loss per ordinary share:
Basic loss per share on loss for the year 11 (1.93p) (0.09p)
Diluted loss per share on loss for the year 11 (1.93p) (0.09p)
The notes form part of these financial statements.
Statement of Financial Position
For the year ended 30 September 2025
Note 2025 2024
£ £
Non-current assets
Financial assets at fair value through profit or loss 12 1,553,643 970,394
Total non-current assets 1,553,643 970,394
Current assets
Loan receivable 13 1,015,246 -
Trade and other receivables 14 11,252 3,308
Cash and cash equivalents 15 313,236 5,828
Total current assets 1,339,734 9,136
Total assets 2,893,377 979,530
Current liabilities
Trade and other payables 16 27,482 42,149
Total liabilities 27,482 42,149
Net assets 2,865,895 937,381
Shareholders' equity
Share capital 17 47,554 4,992,774
Share premium account 11,920,403 9,575,072
Deferred shares 17 5,067,309 -
Other reserves 369,948 243,248
Retained earnings (14,539,319) (13,873,713)
Total shareholders' equity 2,865,895 937,381
The financial statements were approved by the Board, authorised for issue on
26 February 2026 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 2025
Share Share Deferred Other Retained Total
capital premium shares reserves earnings £
£ £ £ £ £
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 loss
Shares issued 100,000 - - - - 100,000
At 30 September 2024 4,992,774 9,575,072 - 243,248 (13,873,713) 937,381
Year ended 30 September 2025
At 1 October 2024 4,992,774 9,575,072 - 243,248 (13,873,713) 937,381
Capital reorganisation (4,967,310) (99,999) 5,067,309 - - -
Shares issued 22,090 2,548,330 - - - 2,570,420
Share issue costs - (103,000) - - - (103,000)
Share based payments - - - (116,548) 243,248 126,700
Loss for the year and total - - - - (665,606) (665,606)
comprehensive loss
At 30 September 2025 47,554 11,920,403 5,067,309 126,700 (14,296,071) 2,865,895
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.
Deferred shares
During the year a capital reorganisation was completed consolidating every 200
ordinary shares into 1 new share, and then subdividing and reclassifying each
consolidated share into 1 ordinary share of £0.001 and 199 deferred shares of
£0.001.
A total of 5,067,309,131 deferred shares were created with an aggregate
nominal value of £5,067,309.
The portion of the existing share capital that exceeded at value of the new
ordinary shares issued was reclassified to deferred shares.
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 2025
Note 2025 2024
£ £
Operating activities
Profit/(loss) for the year (665,606) (4,491,966)
Adjustments:
Finance income 6 (1,279) (398)
Fair value losses 346,928 4,312,519
Loss on disposal of investments - 17,536
Share based payment 126,700 -
Working capital adjustments
(Increase)/decrease in trade and other receivables (7,943) 3,151
(Decrease)/increase in trade and other payables (14,667) 10,073
Net cash used in operating activities (215,867) (149,085)
Investing activities
Proceeds from sale of investments - 51,660
Purchase of convertible loan note - (60,303)
Purchase of safe note (63,004) -
Loan given to SatoshiPay (1,000,000) -
Interest received 1,279 398
Net cash used in investing activities (1,061,725) (8,245)
Financing activities
Proceeds from issue of shares (net) 1,585,000 100,000
Net cash generated from financing activities 1,585,000 100,000
Net decrease in cash and cash equivalents 307,408 (57,330)
Cash and cash equivalents at start of the year 15 5,828 63,158
Cash and cash equivalents at end of the year 15 313,236 5,828
The notes form part of these financial statements.
Notes to the Financial Statements
For the year ended 30 September 2025
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 The Portland Building, 27-28 Church Street, Brighton, BN1 1RB.
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 loss on the
valuation of investments and foreign exchange movements of £318,678. The
Company had cash reserves at the year-end of £313,236.
During the year 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.
As part of the arrangements connected with the capital reorganisation, the
Directors agreed to receive warrants in exchange for cash remuneration until
January 2026.
In July 2025 the Company raised £1.15 million. These funds were lent to
SatoshiPay to allow it to expand its digital asset treasury operations. The
Company had the right to recall the loan at its discretion at any point with a
10 day notice and gave notice on 20 February to have the €115,000 of the
loan repaid and with the balance converted into two SAFE agreements.
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 amended standards and interpretations were effective for the
financial year ended 30 September 2025, however, they have not had a material
impact on the Company's financial statements nor are they expected to
significantly affect future periods.
Standards/ Application
interpretations
IAS 1 Presentation of Financial Statements
- Amendments regarding the classification of liabilities
- Amendments regarding classification of debt with covenants
IFRS 7 Financial Instruments: Disclosures
Amendments regarding supplier finance arrangements
IAS 7 Statement of Cash Flows
Amendments regarding supplier finance arrangements
IFRS 16 Leases
- Amendments to clarify how a seller-lessee subsequently
measures sale and leaseback
transactions
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
A number of new and amended accounting standards and interpretations have been
published that are not mandatory for the reporting period ended 30 September
2025, nor have they been early adopted. These standards and interpretations
are not expected to have a material impact on the financial statements except
for IFRS 18 which we expect to have significant impact on the presentation on
the financial statements.
Standards/ Application Effective date
interpretations
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 18 Presentation and Disclosures in Financial Statements 01/01/2027
Original Issue
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.
Financial assets are subsequently valued at fair value, unless cost is deemed
to be a reasonable approximation to fair value, in which case cost is applied.
Note 2 sets out the estimation basis on which fair value is derived.
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.
Income tax
Income tax comprises current and deferred tax.
Current tax is the expected tax payable (or recoverable) on the taxable profit
(or loss) for the year, calculated using tax rates that have been enacted or
substantively enacted by the reporting date, and includes any adjustments to
tax payable in respect of prior years. Current tax assets and liabilities are
offset only when the Company has a legally enforceable right to offset and
intends either to settle on a net basis or to realise the asset and settle the
liability simultaneously.
Deferred tax is recognised in respect of temporary differences between the
carrying amounts of assets and liabilities in the statement of financial
position and the corresponding tax bases used in the computation of taxable
profit. Deferred tax liabilities are generally recognised for all taxable
temporary differences. 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 losses can be utilised. Deferred
tax assets and liabilities are measured using tax rates expected to apply in
the period in which the liability is settled or the asset is realised, based
on tax rates enacted or substantively enacted at the reporting date.
Segment reporting
The Company applies IFRS 8 Operating Segments. The Chief Operating Decision
Maker ("CODM") is the Board of Directors.
The Board reviews internal management information on a single aggregated basis
for the purposes of allocating resources and assessing performance.
Accordingly, the Directors consider that the Company has one reportable
operating segment for the purposes of IFRS 8 and therefore no further
segmental analysis is presented.
Effects of changes in foreign exchange rates
The Company's functional and presentation currency is Pound Sterling (£).
Foreign currency transactions are translated into the functional currency
using the exchange rates prevailing at the date of the transactions. At each
reporting date, monetary assets and liabilities denominated in foreign
currencies are retranslated at the closing exchange rate. Non-monetary items
that are measured at historical cost in a foreign currency are not
retranslated (they remain translated using the exchange rate at the date of
the transaction). Non-monetary items measured at fair value in a foreign
currency are translated using the exchange rates at the date when the fair
value was determined.
Foreign exchange differences arising on settlement or retranslation of
monetary items are recognised in profit or loss. Where foreign currency
movements arise in connection with financial assets measured at fair value
through profit or loss, the associated foreign exchange effects are recognised
in profit or loss within the fair value movement line (or presented
consistently with that line item).
Earnings per share
Basic earnings per share ("EPS") is calculated by dividing the profit or loss
attributable to ordinary shareholders by the weighted average number of
ordinary shares in issue during the year.
Diluted EPS is calculated by adjusting the weighted average number of ordinary
shares to assume conversion of all potentially dilutive ordinary shares.
Potentially dilutive ordinary shares are those instruments (including warrants
and share options) that would reduce earnings per share or increase loss per
share. Potential ordinary shares are treated as dilutive when, and only when,
their conversion would decrease earnings per share or increase loss per share.
In periods of loss, potential ordinary shares are generally anti-dilutive and
are excluded from the diluted EPS calculation.
Deferred shares are excluded from both basic and diluted EPS because they do
not entitle holders to participate in profits and have negligible economic
rights compared with ordinary shares.
Share premium - recognition and utilisation
The share premium account represents the amount subscribed for the Company's
equity share capital in excess of the nominal value of the shares issued, net
of directly attributable issue costs. Directly attributable costs incurred in
issuing new shares are deducted from equity (against share premium) net of any
related income tax benefit, where applicable.
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.
Financial assets have been valued in accordance with the accounting policies
set out in note 1. The Directors have used their judgement in determining
whether to value certain unquoted investments and other financial assets at
cost as an estimate of fair value. The use of cost as an estimate of fair
value is acceptable under IFRS 9 when there is insufficient more recent
information available to measure fair value, but that cost is still deemed an
appropriate estimate of fair value.
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 12.
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. Revenue and segmental information
The Company is an investing company and as such there is only one identifiable
operating segment, being the purchase, holding and sale of investments.
Similarly, the Company operates in only a single geographic segment, being the
United Kingdom. The results and balances and cash flows of the segment are as
presented in the primary statements.
4. Nature of expenses
2025 2024
£ £
Directors fees - 20,500
Legal and professional fees 182,772 135,983
Other expenses 10,485 5,826
193,257 162,309
5. Operating loss
2025 2024
£ £
This is stated after charging:
Auditor's remuneration - statutory audit fees 20,000 15,000
6. Finance income
2025 2024
£ £
Interest received on short term deposits 1,279 398
1,279 398
7. Share based payments
Share warrants
2024
2025
Weighted average exercise Weighted average exercise
price (p) price (p)
Number Number
Outstanding at the beginning of the year 0.37 350,000,000 0.37 250,000,000
Cancelled during the year 0.37 (250,000,000) - -
Granted during the year 2.35 3,900,000 0.1 100,000,000
Exercised during the year 2 (750,000) - -
Outstanding at the end of the year 0.098 103,150,000 0.37 350,000,000
During the year, all previously granted Director warrants were cancelled as
part of the Company's capital reorganisation. The Directors were then granted
new warrants in lieu of their salaries.
The contracted average remaining life of warrants at 30 September 2025 was
1.30 years (2024: 1.6 years). At 30 September 2025, the Company had the
following warrants in issue:
Date of grant 17 January 2024 6 January 2025 13 May 2025 5 June 2025
Number outstanding 100,000,000 2,500,000 500,000 150,000
Contractual life 3 years 2 years 2 years 1 year
Exercise price (pence) 0.1p 2p 5p 1.1p
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 2025
was £126,700 (2024: £Nil).
The assumptions used in the calculation of fair value of the warrants was as
follows:
Date of grant 6 January 2025 13 May 2025 5 June 2025
Share price at date of grant 3.5p 6p 14.75p
Exercise price 2p 5p 1.1p
Expected life (years) 2 years 2 years 1 year
Volatility 115.43% 166.96% 280.31%
Risk free interest rate 4.67% 4.63% 4.54%
Following the year-end, the Directors were awarded warrants over ordinary
shares as remuneration in lieu of salaries (refer to note 23).
8. Staff costs, including Directors
2025 2024
£ £
Wages and salaries - -
Social security costs - -
Share based payment 86,500 -
86,500 -
During the year the Company had an average of 3 employees who were management
(2024: 2). The employees are
Directors and key management personnel of the Company.
The employees have not received any salary since January 2024.
9. Directors' and key management personnel
Directors' remuneration for the year ended 30 September 2025 is as follows:
Salary Fees Share based Total
£ £ payments 2025
£ £
A Fabrizi - - 50,000 50,000
S King - - 12,500 12,500
Meinhard Benn - - 24,000 24,000
- - 86,500 86,500
The Directors have waived their right to remuneration and fees for the year.
Directors' remuneration for the year ended 30 September 2024 which 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
10. 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% (2024: 25%). The
differences are explained below:
2025 2024
£ £
Loss before tax (665,606) (4,491,966)
Loss before tax multiplied by effective rate of corporation tax of 25% (166,401) (1,122,991)
(2024:25%)
Effect of:
Loss on disposal of investments - 4,384
Fair value movements on investments 86,732 1,078,072
Capital losses - -
Share based payments 31,675 -
Losses carried forward 47,994 40,535
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 2025
is £1,461,612 (2024: £1,381,632).
11. Earnings per ordinary share
The earnings and number of shares used in the calculation of loss per ordinary
share are set out below:
2025 2024
Basic:
Loss for the financial period (665,606) (4,491,966)
Weighted average number of shares 34,505,129 5,063,264,799
Loss per share (pence) (1.93) (0.09)
Fully Diluted:
Loss for the financial period (665,606) (4,491,966)
Weighted average number of shares 34,505,129 5,063,264,799
Loss per share (pence) (1.93) (0.09)
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
were anti-dilutive for both years presented.
12. Investments
2025 2024
£ £
At start of year 970,394 5,291,806
Additions 945,423 60,303
Disposals - (69,196)
Net fair value loss for the year (362,174) (4,312,519)
At end of year 1,553,643 970,394
During the year, the Company made the following investments:
• A subscription for
€75,000/£63,004 in SatoshiPay Limited via a Simple Agreement for Future
Equity (SAFE Note)
• The Company
acquired 4531 shares in SatoshiPay Limited representing approximately 22.0% of
SatoshiPay's issued share capital in consideration for the issue of 4,412,096
new Ordinary Shares in the Company at a value of £882,417
Investments
2025 2024
£ £
Quoted investments - -
Unquoted investments 1,553,643 970,394
1,553,643 970,394
The country of incorporation for all investments held at 30 September 2025 are
listed below:
£ Country of Incorporation
SatoshiPay Limited 1,526,492 United Kingdom
Dynasty Gaming & Media 13,965 Singapore
Paidia Esports Inc 13,186 Canada
1,553,643
Investments are held at fair value through profit and loss using a three-level
hierarchy for estimating fair value. Note 19 provides details of the
three-level hierarchy used.
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 Directors have used their judgement in determining whether to value
certain unquoted investments and other financial assets at cost as an estimate
of fair value. The use of cost as an estimate of fair value is acceptable
under IFRS 9 when there is insufficient more recent information available to
measure fair value, but that cost is still deemed an appropriate estimate of
fair value.
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.
13. Loan Receivable
2025 2024
£ £
At start of year - -
Loan advanced to SatoshiPay Ltd under secured loan agreement 1,000,000 -
Net fair value gain for the year 15,246 -
At end of year 1,015,246 -
The Company entered into a secured loan agreement with SatoshiPay during the
year. The purpose of the loan was to provide SatoshiPay with immediate
liquidity to support its treasury and digital asset deployment activities.
The Company does not directly hold any crypto assets, though on repayment the
Company will receive payment of the equivalent value of any capital increase
in the value of the portfolio.
Fair value
The loan is classified as a financial asset at fair value through profit or
loss (FVTPL) under IFRS 9, due to the business model being based on realising
cash flows via sale or fair value appreciation.
The fair value was determined using observable market prices for the
underlying digital assets (BTC and ETH) held as collateral, adjusted for
GBP/EUR exchange rates at 30 September 2025. No significant unobservable
inputs were used. The resulting valuation is classified as Level 2 within the
IFRS 13 fair value hierarchy.
A fair value gain of £15,246 has been recognised in profit or loss for the
year ended 30 September 2025.
14. Trade and other receivables
2025 2024
£ £
Prepayments 11,252 2,908
Other receivables - 400
11,252 3,308
The Directors consider that the carrying value of trade and other receivables
approximates to the fair value.
15. Cash and cash equivalents
2025 2024
£ £
Cash at bank and in hand 313,236 5,828
313,236 5,828
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.
16. Trade and other payables
2025 2024
£ £
Trade payables 1,500 6,200
Accruals 25,982 35,949
27,482 42,149
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.
17. Issued share capital and reserves
Share capital
Issued and fully paid
2025 2025 2024 2024
Number £ Number £
At 1 October 5,092,772,996 4,992,774 4,992,772,996 4,892,774
Capital reorganisation transfer (5,067,309, 131) (4,967,310) - -
Shares issued in the year 22,089,369 22,090 100,000,000 100,000
At 30 September 47,553,234 47,554 5,092,772,996 4,992,774
During the year ended 30 September 2025 the following shares were issued:
Number £ Issue price
7 January 2025 7,500,000 7,500 0.02p
3 March 2025 750,000 750 0.02p
31 March 2025 100,000 100 0.07p
26 June 2025 2,272,727 2,273 0.11p
9 July 2025 4,412,096 4,412 0.2p
18 July 2025 54,545 55 0.11p
18 July 2025 6,388,889 6,389 0.18p
18 July 2025 555,556 556 0.18p
18 July 2025 55,556 56 0.18p
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
Deferred shares
On 6 January 2025, following shareholder approval, The Company completed a
capital reorganisation. The reorganisation involved:
• consolidating
every 200 existing ordinary shares into 1 new ordinary share each, followed by
• a subdivision of
each consolidated share into 1 ordinary share of £0.001 and 199 deferred
shares of £0.001 This resulted in a reduction in the number of ordinary
shares from 5,092,772,996 to 25,463,865.
A total of 5,067,309,131 deferred shares were issued with an aggregate nominal
value of £5,067,309.
The capital reorganisation did not impact the total nominal value of issued
share capital. The nominal value per ordinary share remained at £0.001. The
deferred shares carry no voting or dividend rights and have negligible value.
The portion of the existing share capital that exceeded at value of the new
ordinary shares issued was reclassified to deferred shares.
18. 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.
2025 2024
£ £
10% increase or decrease in fair value 155,364 97,039
20% increase or decrease in fair value 310,729 194,079
30% increase or decrease in fair value 466,093 291,118
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 2025 are shown below
2025
EUR SGD CAD
£ £ £
Fair value of investments 1,526,492 13,965 13,186
2024
EUR SGD CAD
£ £ £
Fair value of investments 581,068 279,300 96,425
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:
2025
EUR SGD CAD
£ £ £
Increase in fair value of investments 305,298 2,793 2,637
2024
EUR SGD CAD
£ £ £
Increase in fair value of investments 116,214 55,860 19,285
If £ Sterling had strengthened against the currencies shows, this would have
had the following effect:
2025
EUR SGD CAD
£ £ £
Reduction in fair value of investments (254,415) (2,328) (2,198)
2024
EUR SGD CAD
£ £ £
Reduction in fair value of investments (96,845) (46,550) (16,071)
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 £313,236
(2024: £6,228).
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.
19. Financial instruments
Set out below is an overview of financial instruments held by the company:
Note 2025 2024
£ £
Financial assets at fair value through profit and loss
Investments 12 1,553,643 970,394
Loan receivable 13 1,015,246 -
Total 2,568,889 970,394
Financial assets at amortised cost
Cash and cash equivalents 15 313,236 5,828
Trade and other receivables 14 - -
Total 313,236 5,828
Financial liabilities at amortised cost
Trade and other payables 16 27,482 42,149
Total 27,482 42,149
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 2025
Investments 12 - - 1,553,643
Total financial assets - - 1,553,643
At 30 September 2024
Investments 12 - - 970,394
Total financial assets - - 970,394
20. Related party transactions
The acquisition of shares in SatoshiPay from Meinhard Benn via the issue of
Ordinary Shares in the Company constitutes a related party transaction as a
consequence of Meinhard Benn being a director of the Company and of
SatoshiPay.
In the prior year, Sean King was paid his directors fees of £4,500 through
Three S Ventures Limited. At the prior year-end an amount of £1,500 was
included within Trade and other payables.
21. Operating lease commitments
At the balance sheet date, the Company had no outstanding commitments under
operating leases.
22. Ultimate Controlling Party
The Company considers that there is no ultimate controlling party.
23. Post Balance Sheet Events
On 7 October 2025, the Company announced that it had subscribed for €250,000
in SatoshiPay Limited via a Simple Agreement for Future Equity (SAFE Note).
On 5 January 2026, the Directors were awarded warrants over ordinary shares in
the Company as partial remuneration in lieu of salary.
The warrants have been granted as follows:
Number of
warrants granted Exercise price
Anthony Fabrizi 700,000 £0.11
Meinhard Benn 350,000 £0.11
Sean King 175,000 £0.11
On 23 February 2026, the Company announced that:
· It had subscribed for €250,000 in SatoshiPay Limited via a
Simple Agreement for Future Equity (SAFE Note).
· It had entered into a further Simple Agreement for Future Equity
(SAFE Note) for €293,634
· Both these SAFE Notes will be off-set against the loan provided
to SatoshiPay (refer to note 13)
· In addition, the Company will receive a cash payment of
€115,000 as a further partial repayment of the Loan.
· The combined value of the two SAFE Notes and the repayment
amounts to €658,634 which compares to the original loan of €1,148,100.
This decline mirrors the fall in value of the digital asset portfolio over the
period.
· Post the above transactions the loan is considered fully settled
and any related security arrangements with SatoshiPay released.
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Copyright 2019 Regulatory News Service, all rights reservedRecent news on Blue Star Capital
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