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Half-year Results

In brief · summary, not quotable

Blue Star Capital plc reported a pre-tax loss of £576,576 for the six months ended 31 March 2026, an increase from the £107,630 loss in the prior year's comparable period, with cash reserves standing at £79,576. The company's principal investee, SatoshiPay Ltd, continued developing its decentralized exchange platform, Vortex, which demonstrated significant volume handling capabilities and expanded global reach. Post-period, Blue Star Capital successfully raised £250,000 in June 2026 to bolster working capital and support its investee businesses. The company's Net Asset Value per share was 5p as of 31 March 2026.

Half year to 31 Mar 2026NowYear beforeChange
Revenue £0.0m £0.0m
Operating profit (£0.6m) (£0.1m)
Profit before tax (£0.6m) (£0.1m)
Net income (£0.6m) (£0.1m)
Cash from operations (£0.1m) (£0.1m)
Cash £0.1m £0.0m +163.8%

Figures as reported, converted to £ where needed – see all financials.

Full announcement

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Financial Highlights:

  • The Company incurred a pre-tax loss for the period of £576,576 (H1 2025: loss £107,630).
  • The cash position of the Company at 31 March 2026 was £79,576, compared with £30,209 as at 31 March 2025.
  • The NAV per share as at 31 March 2026 was 5p.
  • The Company's principal investee business, SatoshiPay Ltd ("SatoshiPay") has continued to build Vortex, its decentralised exchange platform, designed to enhance global payments by bridging stablecoins with local fiat currencies. During the period, Vortex proved it could handle significant volumes, increased its global reach and strengthened the integrity and reliability of its platform.
  • Post period end, the Company successfully raised £250,000 in June 2026 to provide it with additional working capital and to provide ongoing support to investee businesses where possible.

The Directors of the Company take responsibility for this announcement.

Chairman's Statement

During the period, the Company has continued to focus its attention and resources on SatoshiPay and Vortex, a decentralised exchange platform incubated by SatoshiPay. Vortex reached a record monthly transaction volume of US$11.4m in January 2026, driven primarily by BRL/stablecoin flows in Brazil. Following this milestone, management deliberately prioritised platform resilience, improved transaction economics, local partner resilience and compliance readiness over maximising short-term volume. This, together with partner/liquidity transitions and the evolving Brazilian regulatory environment for crypto and payment flows, led to significantly lower transaction volumes in the following months. Although the temporary decline in volumes is disappointing, it did not have a material impact on the Company's overall financial position. Management believes these initiatives are necessary to support higher-quality, repeatable institutional volumes and to expand Vortex beyond its initial Brazil corridor.

As part of its continued support of SatoshiPay, the Company invested in three separate SAFE (Simple Agreement for Future Equity) structures from SatoshiPay, in aggregate £694,055. As a result of these investments the Company's diluted shareholding in SatoshiPay has increased to not less than 58%.

In terms of the Company's results for the first half of the year, the main change relates to the loss incurred on the partial repayment and conversion of the loan made by the Company to SatoshiPay to support its treasury business. All valuations of the Company's investments remaining unaltered from the year end valuations, apart from exchange rate movements.

As announced on 19 June 2026, the Company successfully closed a fundraise of £250,000 before expenses which should provide sufficient working capital for the next 12-18 months.

Below we provide the following portfolio company highlights for the six-month period ended 31 March 2026 and events in the period to 20 June 2026.

SatoshiPay

SatoshiPay's strategy is to build a network of projects across the decentralised finance space with the ultimate goal of advancing foreign exchange ("Forex") trading into the blockchain space. SatoshiPay's is currently primarily focused on building out its Vortex platform.

Vortex is a decentralised exchange platform, designed to enhance global payments by bridging stablecoins with local fiat currencies. 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.

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 such as Polygon, Base, BSC and Ethereum. Nabla and Pendulum were both incubated by SatoshiPay.

During the period, SatoshiPay continued to develop Vortex from a single-corridor volume breakthrough into a broader stablecoin/fiat infrastructure platform. Key workstreams included the deployment of Pendulum/Nabla FX DEX technology on Base, integration work with major DEX aggregators, improvements to Brazil Pix-based on/off-ramp reliability, SDK/API improvements for institutional partners and expansion tracks for the US and additional LatAm corridors. The Company also continued work on security, monitoring and recovery processes following the wider Hyperbridge incident, which did not affect the Pendulum or Vortex platforms operationally. These developments should place Vortex in a strong position to deliver its fully integrated money transfer business within the next 6-9 months.

Post period end, SatoshiPay reported a software exploitation impacting Hyperbridge, in which SatoshiPay had a US$250,000 exposure. SatoshiPay's participation in Hyperbridge was undertaken as part of broader ecosystem activity to support cross-chain interoperability initiatives. SatoshiPay is engaged with relevant ecosystem participants to assess outcomes and contribute to a more robust framework for risk management and infrastructure assurance.

Although the first half of the year has presented challenges, the Company remains committed to supporting SatoshiPay and its development of Vortex. The investment case remains that stablecoins are becoming a meaningful settlement layer for cross-border payments, especially in markets where banking rails are expensive, slow or fragmented. Vortex is positioned to capture this through API-based fiat/stablecoin conversion, bank transfer connectivity and low-cost FX execution. If current partner integrations and corridor expansion progress as expected, management believes transaction volumes will rebuild from the current lower base during the second half of 2026.

Other investments

The Company holds positions in two esports businesses, Dynasty Media & Gaming Ltd and Paidia Gaming. Both investments have been retained at the carrying values applied in the year end accounts.

Anthony Fabrizi

Executive Chairman

Statement of Comprehensive Income

for the six months ended 31 March 2026

UnauditedAudited
Six months ended 31 MarchYear ended 30 September
202620252024
Note£££
Revenue---
Fair valuation movements in financial instruments designated at fair value through profit or loss2,402(1,014)(346,928)
2,402(1,014)(346,928)
Loss on settlement of loan receivable6(440,058)--
Share based payment3(40,248)(42,064)(126,700)
Administrative expenses(98,672)(64,739)(193,257)
Operating loss(576,576)(107,817)(666,885)
Finance income2981871,279
Loss before and after taxation and total comprehensive income for the period(576,278)(107,630)(665,606)
Loss per ordinary share:
Basic and diluted loss per share4(1.21p)(0.37p)(1.93p)

The loss for the period was derived from continuing operations and is attributable to equity shareholders.

Statement of Financial Position

as at 31 March 2026

UnauditedAudited
Six months ended 31 MarchYear ended 30 September
Note
202620252025
£££
Non-current assets
Financial assets at fair value through profit or loss52,250,1001,032,3841,553,643
2,250,1001,032,3841,553,643
Current assets
Loan receivable6--1,015,246
Trade and other receivables19,57615,62211,252
Cash and cash equivalents79,69830,209313,236
99,27445,8311,339,734
Total assets2,349,3741,078,2152,893,377
Current liabilities
Trade and other payables19,50934,40027,482
Total liabilities19,50934,40027,482
Net assets2,329,8651,043,8152,865,895
Shareholders' equity
Share capital47,55433,81447,554
Share premium account11,920,4039,738,72211,920,403
Deferred shares5,067,3094,967,3105,067,309
Other reserves3166,948285,312126,700
Retained earnings(14,872,349)(13,981,343)(14,296,071)
2,329,8651,043,8152,865,895
Statement of changes in equity
as at 31 March 2026
Share capitalShare premiumDeferred sharesOther reservesRetained earningsTotal
££££££
Six months ended 31 March 2026
At 1 October 202547,55411,920,4035,067,309126,700(14,296,071)2,865,895
Loss for the period and total comprehensive loss----(576,278)(576,278)
Share based payments---40,248-40,248
At 31 March 202647,55411,920,4035,067,309166,948(14,872,349)2,329,865
Six months ended 31 March 2025
At 1 October 20244,992,7749,575,072-243,248(13,873,713)937,381
Capital reorganisation(4,967,310)(99,999)5,067,309---
Loss for the period and total comprehensive loss----(107,630)(107,630)
Shares issues in the period8,350163,650---172,000
Share based payments---42,064-42,064
At 31 March 202533,8149,738,7224,967,310285,312(13,981,343)1,043,815
Year ended 30 September 2025
At 1 October 20244,992,7749,575,072-243,248(13,873,713)937,381
Capital reorganisation(4,967,310)(99,999)5,067,309---
Share issued22,0902,548,330---2,570,420
Share issue costs-(103,000)---(103,000)
Share based payments---(116,548)243,248126,700
Loss for the year and total comprehensive loss-----(665,606)(665,606)
At 30 September 202547,55411,920,4035,067,309126,700(14,296,071)2,865,895
Statement of cash flows
for the six months ended 31 March 2026
UnauditedAudited
Six months ended 31 MarchYear ended 30 September
202620252025
£££
Operating activities
Loss for the period(576,278)(107,630)(665,606)
Adjustments for:
Finance income(298)(187)(1,279)
Fair value gains/(losses)(2,402)1,014346,928
Loss on settlement of loan receivable440,058--
Share based payment40,24842,064126,700
Working capital adjustments
Increase in trade and other receivables(8,324)(12,314)(7,943)
Decrease in trade and other payables(7,973)(7,749)(14,667)
Net cash used in operating activities(114,969)(84,802)(215,867)
Investing activities
Purchase of safe note 1(218,996)(63,004)(63,004)
Loan given to SatoshiPay--(1,000,000)
Loan repayment received from SatoshiPay100,129--
Interest received2981871,279
Net cash used in investing activities(118,569)(62,817)(1,061,725)
Financing activities
Proceeds from issue of equity-172,0001,585,000
Net cash generated from financing activities-172,0001,585,000
Net increase/(decrease) in cash and cash equivalents(233,538)24,381307,408
Cash and cash equivalents at beginning of the period313,2365,8285,828
Cash and cash equivalents at end of the period79,69830,209313,236

1 The safe notes that were subscribed to as part of the settlement of loan receivable (refer note and note 6) did not result in a cash outflow

Notes to the Interim Financial Statements for the six months ended 31 March 2026

Basis of preparation

The principal accounting policies used for preparing the Interim Accounts are those the Company expects to apply in its financial statements for the year ending 30 September 2026 and are unchanged from those disclosed in the Company's Report and Financial Statements for the year ending 30 September 2025.

The financial information for the six months ended 31 March 2026 and for the six months ended 31 March 2025 have neither been audited nor reviewed by the Company's auditors.

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 discussed below:

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.

Share based payment

During the period, 1,225,000 director warrants were granted as partial remuneration in lieu of salary.

The fair value of the warrants is determined using the Black-Scholes valuation model. The charge to the profit and loss for the six months ended 31 March 2026 was £40,248.

Loss per ordinary share

The calculation of a basic loss per share is based on the loss for the period attributable to equity holders of the Company and on the weighted average number of shares in issue during the period.

Diluted loss per share is calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all dilutive potential ordinary shares.

For all the periods presented, 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 periods presented.

Investments

As announced on 7 October 2025, the Company subscribed €250,000 (£218,996) in a SAFE instrument issued by SatoshiPay Ltd.

As part of the settlement of the loan (refer to note 6), the Company subscribed in two additional SAFE instruments on 23 February 2026:

  • SAFE 1: €250,000 (£218,465)
  • SAFE 2: €293,634 (£256,594)
  • Loan receivable
UnauditedAudited
Six months ended 31 MarchYear ended 30 September
Note
202620252025
£££
At start of the period1,015,246--
Loan advanced to SatoshiPay Ltd under secured loan agreement--1,000,000
Subscription in SAFE instruments set-off against loan balance (refer note 5)(475,059)--
Repayment of loan by SatoshiPay Ltd(100,129)--
Loss on settlement of loan(440,058)--
Net fair value gain for the year--15,246
At end of the period--1,015,246

In the year ended 30 September 2025, 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 purpose of the loan was to provide SatoshiPay with immediate liquidity to support its treasury and digital asset deployment activities.

In the six months ended 31 March 2026, the loan was fully settled in part by the Company subscribing to two SAFE instruments as well as a cash payment of €115,000 (£ 100,129) received from SatoshiPay Ltd.

The loss on settlement of the loan reflects the capital decrease in the value of the digital asset portfolio over the period.

Events after the reporting date

On 19 June 2026, the Company, announced that it had raised gross proceeds of £250,000 via a subscription for 3,571,429 new ordinary shares at a price of £0.07 each per share.

The Company issued the subscriber 1,785,715 warrants over Ordinary Shares in the Company, with an exercise price of £0.12 and an exercise period of 18 months from the date of the subscription.

Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.

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