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Half-year Report

Today 07:00

RNS Number : 2539K
Blue Star Capital plc
30 June 2026
Β 

30 June 2026

Β 

Blue Star Capital plc

Β 

("Blue Star" or the "Company")

Β 

Half-yearly Results for the six months ended 31 March 2026

Β 

Financial Highlights:

Β 

Β· The Company incurred a pre-tax loss for the period of Β£576,576 (H1 2025: loss Β£107,630).

Β· The cash position of the Company at 31 March 2026 was Β£79,576, compared with Β£30,209 as at 31 March 2025.

Β· The NAV per share as at 31 March 2026 was 5p.

Β· 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.

Β· Post period end, the Company successfully raised Β£250,000 in June 2026 to provide it with additional working capital and to provide ongoing support to investee businesses where possible.

Β 

This announcement contains inside information for the purposes of the UK Market Abuse Regulation. The Directors of the Company take responsibility for this announcement.

Β 

For further information, please contact:

Β 

Blue Star Capital plc

Anthony Fabrizi

Β 

+44 (0) 777 178 2434

Cairn Financial Advisers LLP

Nominated Adviser and Broker

Jo Turner / Liam Murray / Ed Downes

+44 (0) 20 7213 0880

Β 

Marex Financial

Corporate Advisor

Angelo Sofocleous / Matt Bailey (Broking)

Β 

Axis Capital Markets Limited

Sole Broker

Richard Hutchison

+44 (0) 20 3026 0449

Β 

About Blue Start Capital

Blue Star is an investing company with a focus on new technologies. Blue Star's investments include SatoshiPay Ltd, 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; and Paidia, a female focussed gaming platform.

Β 

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

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.

Β 

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 Β£694,055. As a result of these investments the Company's diluted shareholding in SatoshiPay has increased to not less than 58%.

Β 

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.

Β 

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

Β 

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.

Β 

SatoshiPay

Β 

SatoshiPay's strategy is to build a network of projects across theΒ decentralised finance spaceΒ 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.

Β 

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.

Β 

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.

Β 

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.

Β 

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.

Β 

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.

Β 

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.Β 

Β 

Anthony Fabrizi

Executive Chairman

Β 

Β 

Statement of Comprehensive Income

for the six months ended 31 March 2026

Β 

Unaudited

Audited

Six months ended 31 March

Year ended

30 September

2026

Β 

2025

2024

Note

Β£

Β 

£ 

 £ 

Revenue

-

-

-

Fair valuation movements in financial instruments designated at fair value through profit or loss

2,402

(1,014)

(346,928)

2,402

(1,014)

(346,928)

Loss on settlement of loan receivable

6

(440,058)

-

-

Share based payment

3

(40,248)

(42,064)

(126,700)

Administrative expenses

(98,672)

(64,739)

(193,257)

Operating loss

(576,576)

(107,817)

(666,885)

Finance income

298

187

1,279

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 share

4

(1.21p)

(0.37p)

(1.93p)

Β 

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

Β 

Β 

Β 

Statement of Financial Positionas at 31 March 2026

Β 

UnauditedΒ 

AuditedΒ 

Six months ended 31 March

Year ended

30 September

Note

2026

2025

2025

 £ 

 £ 

 £ 

Non-current assets

Financial assets at fair value through profit or loss

5

2,250,100

1,032,384

1,553,643

2,250,100

1,032,384

1,553,643

Current assets

Loan receivable

6

-

-

1,015,246

Trade and other receivables

19,576

15,622

11,252

Cash and cash equivalents

79,698

30,209

313,236

99,274

45,831

1,339,734

Total assets

2,349,374

1,078,215

2,893,377

Current liabilities

Trade and other payables

19,509

34,400

27,482

Total liabilities

19,509

34,400

27,482

Net assets

2,329,865

Β 

1,043,815

Β 

2,865,895

Shareholders' equity

Share capital

47,554

33,814

47,554

Share premium account

11,920,403

9,738,722

11,920,403

Deferred shares

5,067,309

4,967,310

5,067,309

Other reserves

3

166,948

285,312

126,700

Retained earnings

(14,872,349)

(13,981,343)

(14,296,071)

2,329,865

Β 

1,043,815

Β 

2,865,895

Β 

Β 

Statement of changes in equity

as at 31 March 2026

Β Share capitalΒ 

Β Share premiumΒ 

Β Deferred sharesΒ 

Β 

Β 

Other reserves

Β Retained earningsΒ 

Total

 £ 

 £ 

 £ 

Β 

Β£

£ 

 £ 

Six months endedΒ 

31 March 2026

At 1 October 2025

47,554

11,920,403

5,067,309

126,700

(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 2026

47,554

Β 

11,920,403

Β 

5,067,309

Β 

166,948

Β 

(14,872,349)

Β 

2,329,865

Β 

Six months endedΒ 

31 March 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

-

-

-

Loss for the period and total comprehensive loss

-

-

-

-

(107,630)

(107,630)

Shares issues in the period

8,350

163,650

-

-

-

172,000

Share based payments

-

-

-

42,064

-

42,064

At 31 March 2025

33,814

Β 

9,738,722

Β 

4,967,310

Β 

285,312

Β 

(13,981,343)

Β 

1,043,815

Β 

Year endedΒ 

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

-

-

-

Share 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 comprehensive loss

-

-

-

-

-

(665,606)

(665,606)

At 30 September 2025

47,554

Β 

11,920,403

Β 

5,067,309

Β 

126,700

Β 

(14,296,071)

Β 

2,865,895

Β 

Statement of cash flows

for the six months ended 31 March 2026

Β 

Unaudited

Audited

Six months ended

Β 31 March

Year ended

30 September

2026

2025

2025

 £ 

 £ 

 £ 

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)

1,014

346,928

Loss on settlement of loan receivable

440,058

-

-

Share based payment

40,248

42,064

126,700

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)

Β 

(84,802)

Β 

(215,867)

Investing activities

Purchase of safe note1

(218,996)

(63,004)

(63,004)

Loan given to SatoshiPay

-

-

(1,000,000)

Loan repayment received from SatoshiPay

100,129

-

-

Interest received

298

187

1,279

Net cash used in investing activities

(118,569)

Β 

(62,817)

Β 

(1,061,725)

Financing activities

Proceeds from issue of equity

-

172,000

1,585,000

Net cash generated from financing

activities

-

Β 

172,000

Β 

1,585,000

Net increase/(decrease) in

cash and cash equivalents

(233,538)

24,381

307,408

Cash and cash equivalents at

beginning of the period

313,236

5,828

5,828

Cash and cash equivalents at

end of the period

79,698

Β 

30,209

Β 

313,236

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

Β 

Β 

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

Β 

1. 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.

Β 

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.

Β 

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 discussed below:

Β 

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.

Β 

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.

Β 

3. Share based payment

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

Β 

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 Β£40,248.

Β 

4. 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.

Β 

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.

Β 

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.

Β 

5. Investments

As announced on 7 October 2025, the Company subscribed €250,000 (Β£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:

Β· SAFE 1: €250,000 (Β£218,465)

Β· SAFE 2: €293,634 (Β£256,594)

Β 

6. Loan receivable

Β 

UnauditedΒ 

AuditedΒ 

Six months ended 31 March

Year ended

30 September

Note

2026

2025

2025

 £ 

 £ 

 £ 

At start of the period

1,015,246

-

-

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

Β 

Β 

-

Β 

-

Β 

1,015,246

Β 

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.

Β 

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 (Β£ 100,129) received from SatoshiPay Ltd.

Β 

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

Β 

7. Events after the reporting date

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

Β 

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

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Β 
END
Β 
Β 
IR SEIFWUEMSELM
Date   Source Headline
30th Jun 20267:00 amRNSHalf-year Report
26th Jun 20267:00 amRNSHolding(s) in Company
24th Jun 20267:00 amRNSSatoshiPay Update
19th Jun 20267:00 amRNSSubscription and Appointment of Corporate Adviser
19th May 20263:00 pmRNSHolding(s) in Company
5th May 20267:00 amRNSHolding(s) in Company
24th Apr 20267:00 amRNSSatoshiPay Update
16th Apr 20267:00 amRNSHolding(s) in Company
1st Apr 20267:00 amRNSSatoshiPay Update
24th Mar 202611:45 amRNSResult of AGM
27th Feb 20267:00 amRNSFinal Results
23rd Feb 20267:00 amRNSSatoshiPay Update
2nd Feb 20267:00 amRNSSatoshiPay Update
5th Jan 20267:00 amRNSSatoshiPay Update and Grant of Warrants
11th Nov 20257:00 amRNSSatoshiPay Update
7th Oct 20257:00 amRNSSatoshiPay Update - SAFE Fundraise
3rd Oct 20257:00 amRNS-RSatoshiPay's Digital Asset Treasury Strategy Paper
2nd Oct 20257:28 amRNSSatoshiPay Treasury Update
30th Sep 20257:00 amRNSSatoshiPay Update
24th Sep 20257:00 amRNSSatoshiPay Update
8th Aug 20257:00 amRNSSatoshiPay Update
29th Jul 20257:00 amRNSSatoshiPay Update
21st Jul 20257:00 amRNSHolding(s) in Company
3rd Jul 202511:15 amRNSResult of Broker Option
2nd Jul 20257:00 amRNSPlacing, Launch of Broker Option & Issue of Equity
1st Jul 20259:00 amRNSHolding(s) in Company
30th Jun 202512:45 pmRNSHolding(s) in Company
26th Jun 20257:00 amRNSSatoshiPay Share Acquisition
24th Jun 20257:45 amRNSHalf-year Report
23rd Jun 202512:10 pmRNSResult of General Meeting
9th Jun 202512:00 pmRNSHolding(s) in Company
5th Jun 20257:00 amRNSPosting of Circular and Notice of General Meeting
29th May 20257:00 amRNSSatoshiPay Update
14th May 20257:00 amRNSDirectorate Change and Issue of Warrants
25th Apr 20254:00 pmRNSResult of AGM
28th Mar 20257:00 amRNSFinal Results
27th Mar 20257:00 amRNSDebt Settlement and Issue of Equity
19th Mar 20257:00 amRNS-RSatoshiPay Update
25th Feb 20255:15 pmRNSExercise of Warrants
25th Feb 20252:00 pmRNSSatoshiPay Update
18th Feb 202512:00 pmRNSSatoshiPay Update
20th Jan 20253:30 pmRNSHolding(s) in Company
13th Jan 20252:53 pmRNSShare Price Movement
13th Jan 20257:00 amRNSHolding(s) in Company
13th Jan 20257:00 amRNSHolding(s) in Company
9th Jan 20253:35 pmRNSHolding(s) in Company
9th Jan 20253:34 pmRNSHolding(s) in Company
6th Jan 202512:00 pmRNSResult of General Meeting
6th Jan 20257:00 amRNSFurther re: Posting of Circular and Notice of GM
23rd Dec 202412:00 pmRNSCapital Reorganisation Timetable Update

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