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Audited Final Results

Today 07:00

RNS Number : 5705I
Tiger Alpha Plc
17 June 2026
 

17 June 2026

 

Tiger Alpha Plc

("Tiger Alpha" or the "Company")

 

 

Audited Final Results

 

 

The Company announces its audited results for the year ended 31 December 2025. The Annual Report and Financial Statements ("Annual Report") is available for inspection at https://www.tigerinvests.com. Extracts from the Annual Report are set out below.

 

 

For further information, please contact:

 

Tiger Alpha Plc

Jonathan Bixby

 

Grant Thornton UK LLP

(AIM Nomad)

 

Samantha Harrison / Harrison Clarke / Elliot Peters

 

Fortified Securities

(Broker)

Guy Wheatley

Email: guy.wheatley@fortifiedsecurities.com

 

 

 

Chairman's Statement

 

The year ended 31 December 2025 was pivotal for the Company, marking its transition from Tiger Royalties and Investments Plc to Tiger Alpha Plc and embedding the strategic shift initiated at the start of the year. This change of name, approved by shareholders and implemented in September 2025, reflects the Company's evolution into a technology-focused incubator while retaining selected exposure to natural resources.

 

Following shareholder approval in January 2025, the acquisition of Bixby Technology Inc. and the associated £3 million fundraising provided the platform, capital and governance to pursue a more active, technology-led strategy.

 

During 2025 the Company began to translate this strategy into execution. The half-year report for the period to 30 June 2025 gave shareholders an early view of the repositioned business, and the subsequent launch of a staking strategy further demonstrated the Company's intent to develop digital-asset-based initiatives. These steps, together with a refreshed corporate identity, represent the foundations of the Tiger Alpha model.

 

Legacy natural resource holdings remain under review, but management time and capital allocation are increasingly directed toward scalable technology opportunities, including incubation and blockchain-related projects. The Board believes this deliberate rebalancing is essential to align the Company with sectors offering greater structural growth.

 

Early-stage technology and digital asset exposure inevitably involves higher risk, but the Board is focused on disciplined capital deployment and on backing opportunities where Tiger Alpha can add strategic value as well as funding. With the core elements of the transition now in place, the Board considers the Company better positioned to pursue differentiated growth opportunities. In addition, where the Board believe that a profitable exit can be achieved on an investment it will execute this such as the sale of the two Subnets in early 2026.

 

The Board thanks shareholders for their continued support during this period of change and looks forward to updating you as Tiger Alpha builds on the progress achieved in 2025.

 

 

 

B Stockbridge

Interim Chairman

 

16 June 2026

 

 

 

 

The Directors present their strategic report for the year ended 31 December 2025.

 

Review of Business

The Group results show a loss before tax of £1,724,003 (2024: £390,579) during the period with total Net Assets of £1,649,065 (2024: £237,413 Net Liabilities), of which £751,994 (2024: £23,457) was in the form of Cash & Cash Equivalents.

 

During the year the Group acquired Bixby Technology and commenced a strategy of concentration on Bittensor/TAO ecosystem and purchased two subnets to support this. In addition, the Company made investments into Satsuma Technology plc, a BTC treasury management company, Standard Strategies Inc, a company investing in treasury management companies, TAO Strategies and AROK. The Group was fully invested by the end of the reporting period. Some investments were successful such as the Subnet acquisitions which were subsequently sold in early 2026 but some struggled in the more general downturn in the digital token sector in the Autumn and write downs were necessary.

 

Key Performance Indicators

The Board monitors the activities and performance of the Group on a regular basis. The indicators set out below have been used by the Board to assess performance over the year to 31 December 2025. The main KPIs for the Group are listed as follows:

2025

 

2024

Net asset value

£1,649,065

£(237,413)

Net asset value per share

0.04p

(0.04p)

 

Principal risks and uncertainties

The Group has exposure to the following risks and uncertainties:

 

Digital assets risk

The Group has significant digital assets. Digital assets represent a new and evolving asset class, and there is significant uncertainty regarding the long-term viability, adoption and value of digital assets. The Group's business is highly dependent on the value, liquidity and market demand for digital assets. The price of digital assets, and associated demand for buying, selling and trading digital assets, has been subject to significant volatility. There is no assurance that any digital assets asset will maintain its value and a decline in the market value of digital assets could adversely affect the Group's business, operating results and financial condition. To manage this risk, the Group monitors digital assets markets and its digital assets asset holdings on a daily basis.

 

Delegating activities

The Group, generates its income from digital assets by delegating them to earn a yield. This delegation process does not transfer ownership of the assets to a third party and the assets remain under the control of the Group at all times. This process earns an income without passing control of the Group's assets to a third party and thus has no smart contract hacking risk that occurs on other platforms.

 

Regulatory

The Group is subject to a rapidly evolving regulatory landscape as laws and regulations governing digital assets and decentralised networks remain uncertain and subject to change. The Group seeks to comply with all applicable laws and regulations and its activities do not currently require it to be regulated in England and Wales, where the Group is incorporated, or in the jurisdiction of its listing, the United Kingdom.

However, due to the evolving regulatory landscape, the Group may be required to exercise judgment in determining whether certain laws, rules and regulations apply to it and future regulatory changes could materially impact the Group's business and strategy. Further, if the Group is found to be non-compliant with any laws, rules, or regulations, it could be subject to significant fines, limitations on its business, reputational harm and other regulatory consequences. Each of these could be significant and could adversely affect the Group's business, operating results and financial condition. To manage this risk, the Group monitors the regulatory landscape and seeks qualified legal advice on relevant matters as appropriate.

 

Wallets and private keys

Digital assets are controlled through wallets and unique private keys and, if a private key is lost, destroyed or compromised without backup, the related digital assets may be permanently inaccessible. Furthermore, wallets holding the Group's digital assets, whether maintained directly or on its behalf through third-party institutional custody providers, may be subject to security breaches, hacking or fraud. Any loss, destruction or compromise of wallets or private keys required to access the Group's digital assets may be irreversible and could result in significant financial losses, damage the Group's reputation and adversely impact its business. To manage this risk, the Group spreads its digital assets asset holdings across different wallets and a diverse set of institutional digital asset custody providers and exchanges.

 

Risk mitigation and management

The Directors regularly review policies and procedures in order to mitigate and manage risk. The Directors have further considered risk to the business and detailed financial risk management within the Notes to the Financial Statements and the Directors believe that they have acted in the best interests of the Company and for the benefit of its shareholders. While the Directors consider the risk factors and uncertainties detailed above to be some of the principal risk factors that the Company is subject to, this shall not be deemed to be an exhaustive list of risk factors and there may be risk factors not currently known to the Company.

 

Section 172(1) Statement

The Directors 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:

 

Stakeholders of the Company include employees, shareholders, customers, suppliers, creditors of the business and the community in which it operates.

 

The Directors, both collectively and individually, consider that they have acted in good faith to promote the success of the Company for the benefit of its Stakeholders as a whole (having regard to the matters set out in s172 of the Act) in the decisions taken during the period. In particular:

 

To ensure that the Board takes account of the likely consequences of their decisions in the long term, they receive regular and timely information on all the key areas of the business. The Key Performance Indicators (KPIs) that are monitored are Net Asset Value and Net Asset Value per share. There are no non-financial KPIs that are monitored. The Company's performance and progress is also reviewed regularly at Board meetings.

 

The Company's employees are fundamental to the success of the business. The directors understand that it is critical to engage with and understand their views and to ensure that all employees' interests are considered. To strengthen employee engagement, the Directors promote and encourage all employees to raise any concerns or suggestions with senior management without hesitation.

 

The Directors take environmental matters into deep consideration as part of their decision-making process and strive to be a responsible member of the wider community, minimising the Company's impact on the environment wherever possible.

 

The Directors' intentions are to behave responsibly towards all stakeholders and treat them fairly and equally, so that they all benefit from the long-term success of the Company.

 

The Directors have overall responsibility for determining the Company's purpose, values and strategy and for ensuring high standards of governance. The primary aim of the Directors is to promote the long-term sustainable success of the Company, generating value for stakeholders and contributing to the wider society. In the future, the Board will continue to review and challenge how the Company can improve its engagement with its stakeholders and employees.

 

FUTURE DEVELOPMENTS

As has been reported in the Post Balance Sheet Events note in the financial statements and publicly announced by the Group, it is currently in discussions with a third party with regard to a transaction. Were that transaction to complete, it would result in a transaction known as a Reverse takeover whereby the current management (with the exception of Brian Stockbridge) would no longer be involved in the management of the Group and the strategic direction of the Group would have changed.

The Group has taken the opportunity post year end to dispose of its historical physical mining investments. In addition, it has disposed of its Subnets as the pricing of these was advantageous in relation to the cost of acquisition.

 

ON BEHALF OF THE BOARD:

 

Nicholas Lyth

Director

16 June 2026

 

Consolidated Statement of Profit or Loss

As at 31 December 2025

 

Note

2025

2024

 

£

£

Revenue

-

-

 

 

Other income

4

454,416

14,980

Fair valuation movement in digital assets

10

(166,952)

-

Fair valuation movement (including impairment and exchange differences) in investments

12

(612,019)

(100,257)

(324,555)

(85,277)

Share based payment

17

(110,000)

-

Impairment of goodwill

11

(324,999)

-

Administrative expenses

5

(971,583)

(305,302)

Operating Loss

(1,731,137)

(390,579)

Finance income

6

7,134

Loss before taxation 

 

(1,724,003)

(390,579)

Taxation

8

-

-

Loss after taxation and total comprehensive loss for the year

(1,724,003)

(390,579)

 

Loss per ordinary share:

(as restated)*

Basic loss per share (pence)

9

(0.40)

(0.73)

Diluted loss per share (pence)

9

(0.40)

(0.73)

\* The Basic and Diluted loss per share for the year ended 31 December 2024 has been restated reflect the share capital consolidation and exclude treasury shares. Refer to Note 9.

 

Profit of Company

As permitted by Section 408 of the Companies Act 2006, the statement of comprehensive income of the Company is not presented as part of these financial statements. The Company's loss after tax for the financial year was £1,725,870 (2024: £390,579).

 

 

Consolidated Statement of Financial Position

As at 31 December 2025

 

Note

2025

2024

 

£

£

Non-Current Assets

Intangible assets - digital assets

10

423,200

-

Intangible assets - goodwill

11

-

-

Investments

12

587,840

197,704

Total non-current assets

 

1,011,040

197,704

Current Assets

Trade and other receivables

13

16,262

5,106

Cash and cash equivalents

14

751,994

23,457

Total current assets

 

768,256

28,563

Total assets

 

1,779,296

226,267

 

Shareholders' equity

Share capital

16

5,691,595

1,825,116

Share premium

1,712,109

2,078,107

Share based payments reserve

17

110,000

-

Retained earnings

(6,964,639)

(5,240,636)

Capital redemption reserve

1,100,000

1,100,000

Total shareholders' equity

 

1,649,065

(237,413)

 

 

 

 

Current Liabilities

Trade and other payables

15

130,231

463,680

Total current liabilities

 

130,231

463,680

Total liabilities

130,231

463,680

Total equity and liabilities

1,779,296

226,267

Consolidated Statement of Cash Flows

For the year ended 31 December 2025

2025

 

2024

£

 

£

Operating activities

Loss for the period

(1,724,003)

(390,579)

Adjustments:

Fair valuation movement in investments

612,019

100,257

Fair valuation movement in digital assets and tokens

101,372

-

Share based payment

110,000

-

Other income received as digital assets and tokens

(388,836)

(14,980)

Finance income

(7,134)

-

Other digital asset movements

5,076

-

Working capital adjustments:

(Increase)/decrease in trade and other receivables

(11,156)

487

(Decrease)/increase in trade and other payables*

(333,449)

171,864

Net cash used in operating activities

 

(1,636,111)

 

(132,951)

Investing activities

Purchase of investments

(1,002,155)

-

Disposal of investments

-

87,552

Purchase of digital assets and tokens

(400,000)

 

-

Disposal of digital assets and tokens

259,188

-

Other income

-

14,980

Interest received

7,134

-

Net cash used in investing activities

 

(1,135,833)

 

102,532

Financing activities

Proceeds from issue of shares

3,500,481

-

Net cash from financing activities

 

3,000,000

 

-

Net decrease in cash and cash equivalents

728,537

(30,419)

Cash and cash equivalents at start of financial period

14

23,457

53,876

Cash and cash equivalents at end of financial period

14

751,994

 

23,457

* Non-cash movements have been excluded

 

 

 

 

Notes to the Consolidated Financial Statements

For the year ended 31 December 2025

 

1. Authorisation of the financial statements and statement of compliance with UK adopted international accounting standards

 

The Group's financial statements for the year ended 31 December 2025 were authorised for issue by the Board of Directors on 16 June 2026 and the balance sheet was signed on the Board's behalf by director, Nick Lyth.

 

Tiger Alpha PLC is a public limited company incorporated and domiciled in England and Wales with its registered office at 16 Great Queen Street, London, WC2B 5DG.

 

The principal activity of the Company and its subsidiary (together the 'Group') is to be an investment vehicle focusing on incubating high-growth technology ventures.

 

The Company was incorporated on 21 December 1993. The Company previously traded under the name Tiger Royalties and Investments PLC before changing its name on 5 September 2025 to Tiger Alpha Plc.

 

The Company is listed on the London Stock Exchange (LSE), trading on the Alternative Investment Market (AIM).

 

The Group's financial statements have been prepared in accordance with UK adopted International Accounting Standards as they apply to the financial statements of the Group for the year ended 31 December 2025. The principal material accounting policies adopted by the Group are set out in note 2.

 

2. Material accounting policies

 

Basis of preparation

Other than as noted in the new and amended standards and interpretations section below, the accounting policies which follow set out those policies which have been applied consistently in preparing the financial statements for the year ended 31 December 2025.

 

The Group financial statements have been prepared on a historical cost basis and presented in in Pound Sterling (£) rounded to the nearest £1.

 

Going concern

As at 31 December 2025 the Group had £751,994 (2024: £23,457) cash on hand. In addition, it had 195.61 (2024: Nil) TAO digital tokens. These digital tokens have a ready market and high liquidity and the Group considers them to be similar in nature to cash.

 

Since the end of the financial period, the Group has conducted an equity fundraise of £1,550,000 gross. It has also subscribed for a £500,000 Convertible Loan Note in the Company it has announced it is in negotiations to acquire, namely Potentially Ltd. Current cash on hand totals £1,248,000 and TAO digital tokens total £331,000.

 

In the event that the transaction with Potentially Ltd does not complete, the Group will have liability to pay a part of the total transaction costs incurred and this will be a matter to be negotiated. Based on the Board's experience, the current cash on hand plus the TAO digital tokens minus any "abort fees" on the transaction will leave the Group with sufficient cash to meet its ongoing obligations for a minimum of a further 12 months from the date of approval of the financial statements and as such the Directors present the financial statements on a Going Concern basis.

 

Basis of Consolidation

 

The consolidated financial statements include the accounts of Tiger Alpha PLC (the "Company") (formerly known as Tiger Royalties and Investments Plc) and entities controlled by the Company (its subsidiaries) made up to 31 December each year. Together these comprise the "Group".

 

Control is achieved when the Company:

has power over the investee;

is exposed, or has rights, to variable returns from its involvement with the investee; and

has the ability to use its power to affect its returns.

 

The Company reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control listed above. Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ceases when the Company loses control of the subsidiary. Specifically, the results of the subsidiaries acquired or disposed of during the year are included in profit or loss from the date the Company gains control until the date when the Company ceases to control the subsidiary.

 

The results and financial position of all of the Group entities that have a functional currency different from the presentation currency are translated into the presentation currency as follows:

 

· Assets and liabilities for each balance sheet presented are translated at the closing rate at the date of that balance sheet;

· Income and expenses for each income statement are translated at average exchange rates (unless this average is not a reasonable approximation of the rates prevailing on the transaction dates, in which case income and expenses are translated at the rate on the dates of each transaction);

· The exchange differences arising on translation for consolidation are recognised in other comprehensive income; and

· Any fair value adjustments to the carrying amounts of assets and liabilities arising on the acquisition are treated as assets and liabilities of the acquired entity and are translated at the spot rate of exchange at the reporting date.

 

Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used in line with the Group's accounting policies. All inter-company balances and transactions have been eliminated upon consolidation.

 

 

Foreign Currency Translation

Items included in the financial statements of the Group's subsidiary are measured using the currency of the primary economic environment in which the entity operates ('functional currency'). The Group's financial statements are presented in Pound Sterling (£)

 

In the financial statements of Tiger Alpha PLC (formerly known as Tiger Royalties and Investments Plc) and its individual subsidiaries, transactions in foreign currencies are initially recorded at the functional currency rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated at the foreign currency rate of exchange ruling at the balance sheet date and differences are taken to the income statement. Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rate as at the date of initial transaction. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rate at the date when the fair value was determined. Exchange gains and losses arising from translation are charged to the income statement as an operating item.

 

Other Income

Subnet revenue comprises cryptocurrency rewards earned by the Group from its participation in subnet activities, including staking rewards on TAO tokens and Alpha Tokens earned based on subnet activity.

 

The Group recognises revenue when the relevant cryptocurrency reward is earned and control of the reward has transferred to the Group. As rewards are earned and received on a daily basis, revenue is recognised on the date on which the Group becomes entitled to the relevant tokens.

 

The consideration received is non-cash consideration. The transaction price is measured at the fair value of the cryptocurrency received at the date the reward is earned. Fair value is determined by reference to observable market prices for the relevant token at the date of receipt. Where rewards are received frequently during the reporting period, the Group uses a daily average market price from observable market data as an approximation of the fair value at the date of receipt, provided this does not result in a materially different amount from using the individual spot prices at the time of each receipt.

 

For TAO tokens, fair value is determined using quoted prices from observable open-market sources for TAO at the relevant date. For Alpha Tokens, fair value is determined using observable market pricing where available. Where an active market or reliable observable price is not available for a token, management applies judgement in estimating fair value using the best available evidence, including recent observable transactions, available market data, liquidity, trading volumes and other relevant information at the date the reward is earned.

 

Intangible assets - Digital assets

The Group holds digital assets that are accounted for as intangible assets under IAS 38 Intangible Assets. The Directors have applied judgement in determining the appropriate accounting treatment for these assets, including whether the assets are held for sale in the ordinary course of business, whether the Group acts as a broker-trader and whether an active market exists for each relevant class of digital assets.

 

The existence of an active market is assessed separately for each relevant digital asset by considering the frequency and volume of market transactions, the availability and reliability of pricing information and the Group's ability to access the relevant market at the reporting date.

 

Where an active market exists, the relevant digital assets are measured using the revaluation model. Fair value is determined using observable open-market pricing at the reporting date. Revaluation increases are recognised in other comprehensive income and accumulated in the revaluation reserve, except to the extent that they reverse a previous decrease recognised in profit or loss. Revaluation decreases are recognised in profit or loss, except to the extent that they reverse a previous revaluation surplus in respect of the same asset.

 

Where an active market does not exist, the relevant digital assets are carried at cost less accumulated impairment losses and any applicable amortisation. In assessing whether such assets are impaired, the Directors estimate the

recoverable amount based on the higher of fair value less costs of disposal and value in use.

 

Investments

Investments are initially measured at fair value. Any changes in fair value are recognised in profit or loss.

 

Transaction costs are included as part of the initial measurement, except for financial assets at fair value through profit or loss. Such assets are subsequently measured at either amortised cost or fair value depending on their classification. Classification is determined based on both the business model within which such assets are held and the contractual cash flow characteristics of the financial asset unless an accounting mismatch is being avoided.

 

Investments in associates measured at fair value through profit or loss

An associate is an entity over which the Group has significant influence. Significant influence is the power to participate in the financial and operating policy decisions of an investee without having control or joint control over those policies.

 

The Group has elected to measure investments in associates at fair value through profit or loss in accordance with IFRS 9 Financial Instruments. The election is made separately for each associate at initial recognition.

Investments in associates measured at fair value through profit or loss are initially recognised at fair value. Transaction costs are recognised immediately in profit or loss.

 

Subsequent changes in fair value are recognised in profit or loss in the period in which they arise. Dividend income is recognised in profit or loss when the Group's right to receive payment is established.

 

Where quoted market prices are not available, fair value is determined using valuation techniques appropriate to the circumstances and for which sufficient data are available. The Group maximises the use of relevant observable inputs and minimises the use of unobservable inputs.

 

Cash and cash equivalents

Cash and cash equivalents include cash on hand, deposits held at call with financial institutions, other short- term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value

 

Financial Instruments

a) initial recognition

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity. The Group shall only recognise a financial instrument when the Group becomes a party to the contractual provisions of the instrument.

 

b) classification and measurement

Financial assets and financial liabilities are initially measured at their fair value.

 

 

Financial assets

The Group determines the classification of classification of its financial assets at initial recognition and re-evaluates this designation at every reporting date based on the business model for managing these financial assets and the contractual cash flow characteristics.

 

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.

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".

 

Amortised cost

Financial assets are classified as at amortised cost only if both of the following criteria are met:

· The asset is held within a business model whose objective is to collect contractual cash flows; and

· The contractual terms give rise to cash flows that are solely payments of principal and interest.

Financial assets at amortised cost are subsequently measured using the effective interest rate (EIR) method and are subject to impairment.

The Group recognises an allowance for expected credit losses (ECLs) for all debt instruments not held at fair value through profit or loss. ECLs are based on the difference between the contractual cash flows due in accordance with the contract and all the cash flows that the Group expects to receive, discounted at an approximation of the original EIR. The expected cash flows will include cash flows from the sale of collateral held or other credit enhancements that are integral to the contractual terms.

 

For trade receivables (not subject to provisional pricing) and other receivables due in less than 12 months, the Group applies the simplified approach in calculating ECLs, as permitted by IFRS 9. Therefore, the Group does not track changes in credit risk, but instead, recognises a loss allowance based on the financial asset's lifetime ECL at each reporting date.

 

At each reporting date, financial assets are reviewed to assess whether there is objective evidence of impairment. If any such evidence exists, impairment loss is determined and recognised based on the classification of the financial asset.

 

Financial liabilities

 

The Group's financial liabilities comprise trade and other payables. Trade and other payables are recognised initially at their fair value and subsequently measured at amortised cost using the effective interest rate method, less settlement payments.

 

c) derecognition

 

Financial assets

 

A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is primarily derecognised when:

 

 

· The rights to receive cash flows from the asset have expired; or

· The Group has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a 'pass-through' arrangement; and either (a) the Group has transferred substantially all the risks and rewards of the asset, or (b) the Group has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.

 

The Group's financial liabilities are derecognised when extinguished, discharged, cancelled or expired.

 

Financial liabilities

 

Gains or losses from derecognition of financial liabilities are recognised in the statement of profit or loss.

 

d) modification of financial assets and liabilities

 

Financial assets

 

If a renegotiation or other modification of the contractual cash flows of a financial asset results in derecognition the revised instrument is treated as a new instrument. The impairment model would then apply to the new instrument as normal.

 

If a renegotiation or other modification of the contractual cash flows of a financial asset does not result in derecognition, the Group recalculates the gross carrying amount of the financial asset (i.e. amortised cost amount before adjusting for any loss allowance). This is done by discounting the new expected contractual cash flows (post modification) at the original effective interest rate and recognising any resulting modification gain or loss in profit or loss. From this date, the Group assesses whether the credit risk of the financial instrument has increased significantly since initial recognition of the instrument by comparing the credit risk at the reporting date.

 

Financial liabilities

When the terms of a financial liability are modified the Group needs to consider whether that modification is substantial. If the modification is considered substantial the original financial liability is derecognised and a new financial liability is recognised at fair value.

 

Current and deferred taxation

The tax expense represents the sum of the tax currently payable and deferred tax. The liability for current tax is calculated using tax rates and laws that have been enacted or substantively enacted by the reporting date.

Deferred tax is the tax expected to be payable or recoverable on temporary differences between the carrying amounts of assets and liabilities in the Group's financial statements and the corresponding tax bases used in the computation of taxable profit and is accounted for using the balance sheet liability method.

 

Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be recognised. Such assets and liabilities are not recognised if the temporary difference arises from the initial recognition of goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.

 

Deferred tax is calculated at the tax rates and laws that are expected to apply in the period when the liability is settled, or the asset is recognised based on tax laws and rates that have been enacted at the reporting date. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited in other comprehensive income, in which case the deferred tax is also dealt with in other comprehensive income.

 

Treasury shares

The costs of repurchasing ordinary shares including transaction costs are recognised in the Statement of Changes in Equity and accounted for on a trade date basis. The Company must not exercise any right in respect of the treasury shares (e.g. attending or voting at meetings) and no dividend or distribution can be paid to them (including any distribution of assets to members on a liquidation) and therefore treasury shares are excluded from NAV and EPS calculations.

 

Capital Redemption Reserve

The Capital redemption reserve is used to redeem or purchase of Group's own shares.

 

Share based payments

Equity-settled and cash-settled share-based payment arrangements may be provided to employees, Directors and other service providers.

 

Equity-settled transactions are awards of shares, or options or other rights over shares, provided in exchange for the rendering of services. Cash-settled transactions are arrangements under which the Group incurs a liability to transfer cash or other assets for amounts that are based on the price or value of the Company's equity instruments.

 

The cost of equity-settled transactions is measured at fair value at the grant date. Where observable market prices are not available, fair value is estimated using a valuation technique appropriate to the terms and conditions of the award. For awards containing market-based vesting conditions, the Group uses a Monte Carlo simulation model. The model simulates a range of potential future share price outcomes and reflects the probability of satisfying the relevant market-based vesting conditions in the grant-date fair value of the award. The valuation takes into account, as applicable, the share price at the grant date, the exercise price, expected volatility, expected life, the risk-free interest rate, expected dividend yield, the market-based vesting conditions and the other relevant terms and conditions of the award.

 

Market conditions and non-vesting conditions are reflected in the grant-date fair value of an award. Vesting conditions other than market conditions are not taken into account when estimating grant-date fair value. Instead, they are reflected by adjusting the number of awards expected to vest.

The cost of equity-settled transactions is recognised as an expense, with a corresponding increase in equity, over the vesting period during which the service and any non-market performance conditions are satisfied. The cumulative expense recognised at each reporting date reflects the grant-date fair value of the award, the elapsed portion of the vesting period and the Group's best estimate of the number of awards expected to vest as a result of satisfying service and non-market performance conditions. The amount recognised in profit or loss for a period is the movement in the cumulative expense since the previous reporting date.

 

Where an award is subject to a market condition, the Group recognises the expense provided that all other vesting conditions are satisfied, irrespective of whether the market condition is ultimately met.

 

Cash-settled share-based payment transactions are measured at fair value at initial recognition and remeasured at each reporting date and at the date of settlement. Fair value is determined using a valuation technique appropriate to the terms and conditions of the award, including a Monte Carlo simulation model where the award contains market-based conditions or other features requiring simulation. Changes in the fair value of the liability are recognised in profit or loss until settlement.

 

The cumulative charge to profit or loss in respect of a cash-settled award is calculated as follows:

· during the vesting period, the liability at each reporting date is the fair value of the award at that date multiplied by the elapsed portion of the vesting period; and

· from the end of the vesting period until settlement, the liability is the full fair value of the award at the reporting date.

 

If an equity-settled award is modified, the Group recognises, as a minimum, the expense that would have been recognised if the terms had not been modified. An additional expense is recognised for any modification that increases the total fair value of the share-based payment arrangement or is otherwise beneficial to the recipient, measured at the date of modification.

If a non-vesting condition that is within the control of the Group or the recipient is not satisfied, the failure is treated as a cancellation. If a non-vesting condition that is not within the control of the Group or the recipient is not satisfied, the Group continues to recognise the expense over the vesting period, provided that the other vesting conditions are satisfied.

 

If an equity-settled award is cancelled or settled during the vesting period, the cancellation or settlement is treated as an acceleration of vesting and any remaining amount that would otherwise have been recognised for services received over the remainder of the vesting period is recognised immediately. If a replacement award is substituted for a cancelled award and identified as a replacement award, the replacement is accounted for as a modification of the original award.

 

Critical accounting estimates and judgements

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expense. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised and in any periods that will materially affect the accuracy of the financial statements. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements, are disclosed below:

 

Digital assets

The Group holds a variety of digital assets at the reporting date.

The Group has determined that most digital assets are highly volatile financial instruments which are most commonly recognised in accordance with IAS 38 - Intangible Assets. At each reporting date, all digital that are held within Intangible Assets are revalued at each reporting date through profit and loss

 

Investments

Investments are classified as listed or unlisted. The valuation of listed investments is determined with reference to published share prices. The valuation of unlisted investments is assessed by the Group at each reporting date using any available financial information or reports available to them at that time. The Group's assessment of these valuations is subjective and may therefore impact profit and loss and equity in future periods. These assessments are categorised within the Fair Value Hierarchy detailed in note 19.

 

Goodwill

Goodwill is initially recognised at cost and is subsequently measured at cost less accumulated impairment losses. Goodwill is not amortised.

 

Where the resulting amount is negative, the Group reassesses whether it has correctly identified and measured the assets acquired, liabilities assumed and consideration transferred. Any excess remaining after that reassessment is recognised immediately in profit or loss as a gain on a bargain purchase.

 

For the purposes of impairment testing, goodwill is allocated from the acquisition date to the cash-generating unit, or group of cash-generating units, that is expected to benefit from the synergies of the business combination.

The cash-generating unit, or group of cash-generating units, to which goodwill has been allocated is tested for impairment annually and whenever events or changes in circumstances indicate that it may be impaired. Where goodwill is acquired in a business combination during the reporting period, the relevant cash-generating unit is tested for impairment before the end of that reporting period.

 

An impairment loss is recognised where the carrying amount of the cash-generating unit, including the goodwill allocated to it, exceeds its recoverable amount. Recoverable amount is the higher of fair value less costs of disposal and value in use.

 

Any impairment loss is recognised immediately in profit or loss. The impairment loss is allocated first to reduce the carrying amount of goodwill and thereafter to the other assets of the cash-generating unit on a pro rata basis, subject to the applicable limits under IAS 36 Impairment of Assets.

 

Impairment losses recognised in respect of goodwill are not reversed in subsequent reporting periods.

 

Investment in associate

The Group has assessed its investment in TAO Strategies and concluded that it has significant influence over the investee. Accordingly, TAO Strategies has been classified as an associate.In reaching this conclusion, the Directors considered the Group's ownership interest and voting interest in TAO Strategies, together with such as board representation, participation in policy-making decisions or other contractual rights.

TAO Strategies is an unlisted investment. Its fair value cannot be determined by reference to a quoted price in an active market. The Directors have therefore applied judgement in selecting an appropriate valuation methodology and estimating the fair value of the investment.

The valuation takes into account TAO Strategies shares, net asset value and performance over time.

 

Share-based payment transactions

The Group recognises an expense in respect of equity-settled share-based payment arrangements based on the fair value of the awards at the grant date.

 

The fair value of the share options granted during the year ended 31 December 2025 was determined using a Monte Carlo simulation model. The use of this model was considered appropriate because the awards include market-based vesting conditions linked to the Company's share price. The model simulates a range of possible future share-price outcomes and incorporates the probability of satisfying the relevant market-based vesting conditions into the grant-date fair value of the awards.

 

The valuation requires the use of estimates and assumptions, including the share price at the grant date, exercise price, expected share-price volatility, expected life of the options, risk-free interest rate, expected dividend yield and the terms of the market-based vesting conditions. Changes in these assumptions could result in a different grant-date fair value and therefore a different share-based payment expense.

 

In accordance with IFRS 2 Share-based Payment, market-based vesting conditions are reflected in the grant-date fair value of the awards. The grant-date fair value of equity-settled awards is not subsequently remeasured for changes in the Company's share price or for changes in the likelihood that the market-based vesting conditions will be achieved. The expense is recognised over the applicable vesting period, subject to the satisfaction of any service and non-market vesting conditions.

 

New standards, amendments and interpretations

The Group has adopted and applied for the first time, certain new standards, amended standards or interpretations, which are effective for annual periods beginning on or after 1 January 2025. These include the following:

 

· Amendments to IAS 21 - Lack of Exchangeability

 

The Group has not early adopted any other standard, interpretation or amendment that has been issued but is not yet effective. Other than the Amendments to IAS 21 described above, which had no impact, the accounting policies adopted are consistent with those of the previous financial year.

 

There are no new or amended standards or interpretations adopted from 1 January 2025 onwards, that have a significant impact on the consolidated financial statements of the Group.

 

Standards issued but not yet effective

Certain standards or interpretations issued but not yet effective up to the date of issuance of the Group's financial statements. These include the following:

· Amendments to IFRS 9 and IFRS 7 - Classification and Measurement of Financial Instruments

· Amendments to IFRS 9 and IFRS 7 - Power Purchase Agreements

· Annual Improvements to IFRS Accounting Standards - Volume 11

· IFRS 18 - Presentation and Disclosure in Financial Statements

· IFRS 19 - Subsidiaries without Public Accountability: Disclosures

 

The Group intends to adopt them when they become effective. The Group is reviewing the potential impacts of IFRS 18 but the other new or amended standards not yet adopted are not expected to have a material impact on the financial statements.

 

3. Segmental information

 

For the purposes of segmental reporting, the Group currently operates a single class of business being that of decentralised technologies and digital assets.

 

Due to the nature of decentralised networks and digital assets, it is not possible to provide a geographical split of the Group's income stream and its assets as digital assets are traded worldwide and are not specific to a geographical area.

 

4. Other income

 

 

2025

£

 

2024

£

Other income 

388,836

14,980

388,836

 

14,980

 

For the year ended 31 December 2025, Other income relates to income generated from digital assets by delegating them to earn a yield.

 

For the year ended 31 December 2024, Other income related to the receipt of a contingent consideration from the historical sale of an unlisted investment.

 

5. Administrative expenses `

 

2025

£

 

2024

£

Consultancy fees

202,804

-

Directors' salaries

179,984

75,581

Directors' fees

127,548

-

Corporate finance fees

160,173

107,698

Marketing

51,763

-

Stock Exchange Fees

28,112

15,745

Legal Fees

28,066

-

Professional Fees

21,915

-

Audit Fees

31,500

12,500

Occupancy and support costs

-

60,000

Other expenses

139,718

50,782

971,583

 

305,302

 

6. Finance income

 

2025

£

 

2024

£

Interest income 

7,134

-

7,134

 

-

 

 

7. Staff costs and Directors' remuneration

 

2025

£

2024

£

Directors' salaries

179,984

75,581

Directors' fees

127,548

 

-

Staff salaries

6,000

-

Social security costs

2,554

7,372

316,086

 

82,953

 

The detailed breakdown of directors' salaries and fees can be found in the Directors Remuneration Report.

The remuneration attributable to the highest paid director during the year was £192,240 (2024: £25,000).

 

The average number of number of directors during the year was as follows:

2025

2024

Directors

4

4

 

The average number of employees (who were not directors) during the year was as follows:

2025

2024

Employees

1

-

 

8. Taxation

 

The tax assessed on loss before tax for the year differs to the applicable corporation tax rate in the UK of 25% (2024: 19%). The differences are explained below:

 

 

2025

£

 

2024

£

Loss before tax

(1,724,003)

(390,579)

Loss before tax multiplied by effective rate of corporation tax of 25% (2024: 19%)

(431,001)

(74,210)

Effect of:

 

 

Non-deductible expenses

127,738

-

Gains/(losses) on investments not taxable in the period

205,376

24,749

Unutilised losses carried forward

97,887

49,461

Tax charge in the income statement

-

-

 

Deferred tax assets are not recognised due to the unpredictability of future profit streams arising from the disposal of investments held by the Group. Tax losses may be carried forward indefinitely and will only be recoverable if suitable profits arise in the future. Deferred tax positions arising from unrealised gains and losses on the Group's financial assets will vary depending on changes in the fair values of those assets up until the date of disposal. The unrecognised deferred tax asset at a rate of 25% (2024: 19%) on 31 December 2025 is £1,169k (2024: £815k).

 

9. Loss per ordinary share

 

The basic and diluted loss per share is calculated by dividing the net loss attributable to ordinary equity owners of the parent by the weighted average number of ordinary shares outstanding during the period, excluding treasury shares.

The weighted average number of shares has been retrospectively adjusted to reflect the 1-for-10 share consolidation that became effective on 28 July 2025.

 

The loss for the year and number of shares used in the calculation of loss per ordinary share are set out below:

2025

 

 

2024

(as restated)*

Basic:

Loss for the financial period

(1,724,003)

(390,579)

Weighted average number of shares

431,686,297

53,512,855

Loss per share (pence)

(0.40)

(0.73)

2025

 

 

2024

(as restated)*

Fully Diluted:

Loss for the financial period

(1,724,003)

(390,579)

Weighted average number of shares

431,686,297

53,512,855

Loss per share (pence)

(0.40)

(0.73)

\* The Basic and Diluted loss per share for the year ended 31 December 2024 have been restated reflect the share consolidation and exclude treasury shares.

 

At 31 December 2025, the Group had 4,406,107,719 issued shares, of which 4,500,000 were held in treasury, resulting in 4,401,607,719 shares outstanding. For EPS purposes, the weighted average number of shares was 431,686,297 on a post-share consolidation basis.

 

The prior year comparatives have been restated to reflect the share consolidation and exclude treasury shares.

 

Diluted EPS equals basic EPS as the effect of potential ordinary shares options would be anti-dilutive, given the loss in all periods presented.

 

10. Intangible assets - digital assets

 

Year ended 31 December 2025

 

Digital assets and tokens

£

Subnets

£

 

Total

£

 

At start of the year

-

-

Additions

400,000

85,4582

485,458

Yield income1

388,836

-

388,836

Other income2

65,580

65,580

Disposals

(259,188)

-

Disposal for investment in subnet2

(85,458)

Other movement3

(8,013)

-

Yield income owing to Satsuma4

2,937

-

Net fair valuation movement

(166,952)

-

At end of the year

337,742

85,458

423,200

 

Net book value

337,742

85,458

423,200

1 Refer to note 4

2 During the year, the Group received £65,580 of AROK for incubation services

3 During the year there were TAO tokens sold to invest in two Subnets.

4 This is made up of non-cash transfers between tokens as well as gas fees

5 Per agreement with Satsuma Technology PLC, a percentage of yield income from delegating the digital assets is owed to Satsuma

 

The breakdown for all digital assets held at 31 December 2025 are listed below:

Token name

 

 

Number of tokens

 

 

 

£

TAO

195.61

32,114

Alpha 107

338722.17

200,920

Alpha 126

204094.11

104,708

337,742

 

In the prior year there were no digital assets held by the Group.

 

11. Intangible assets - goodwill

 

 

2025

£

 

2024

£

Cost

At 1 January

-

-

Arising on the acquisition of Bixby Technology Inc

324,999

-

At 31 December

 

324,999

 

-

Accumulated impairment

At 1 January

-

-

Impairment charge recognised during the year

(324,999)

-

At 31 December

(324,999)

-

Net book value 31 December

-

 

-

 

 

On 9 January 2025, the Group completed the acquisition of 100% of the issued share capital of Bixby Technology Inc. ("Bixby") for total consideration of £325,000. The consideration was satisfied through the issue of 325,000,000 ordinary shares of 0.1 pence each in the Company under a set-off arrangement. No cash consideration was paid by the Company.

 

The acquisition has been accounted for as a business combination using the acquisition method in accordance with IFRS 3 Business Combinations.

 

Goodwill arose from the expected future economic benefits associated with Bixby's technology-focused incubation activities and development opportunities that did not qualify for separate recognition as identifiable intangible assets at the acquisition date.

 

 

Goodwill arising on the acquisition of Bixby was allocated to the Bixby cash-generating unit ("CGU") for the purposes of impairment testing.

 

At 31 December 2025, the Directors assessed the recoverable amount of the Bixby CGU. Following this assessment, the Directors concluded that the recoverable amount of the CGU was £nil. Accordingly, an impairment charge of £324,999 was recognised in the consolidated statement of comprehensive income for the year ended 31 December 2025, reducing the carrying amount of goodwill to £nil.

 

12. Investments

 

 

 

Listed investments

£

Investment in associate

£

Total

£

Year ended 31 December 2025

 

Cost

Opening Balance - 1 January 2025

197,704

-

197,704

Additions

752,155

250,000

1,002,155

Disposals

-

-

-

Net fair valuation movement

(454,966)

(157,053)

(612,019)

At 31 December 2025

494,893

92,947

587,840

Net book value 31 December 2025

 

494,893

92,947

587,840

 

 

 

 

 

 

Listed investments

£

Investment in associate

£

Total

£

Year ended 31 December 2024

 

Cost

Opening Balance - 1 January 2024

385,513

-

385,513

Additions

-

-

-

Disposals

(87,552)

-

(87,552)

Net fair valuation movement

(100,257)

-

(100,257)

At 31 December 2024

197,704

-

197,704

Net book value 31 December 2024

 

197,704

-

197,704

 

During the current year the Group made the following investments in listed companies:

· £500,000 in Satsuma Technology PLC's second secured convertible loan note round, and

· £252,155 in Standard Strategies, and

 

In the prior year there were no new listed investments made by the Group.

 

During the year, the Group invested £250,000 in TAO Strategies, an unlisted entity incorporated in Singapore. The Group holds 20% of the ownership interests in TAO Strategies. The Directors have concluded that the Group has significant influence over TAO Strategies and thus, TAO Strategies has been classified as an associate. The Group has elected to measure its investment in TAO Strategies at fair value through profit or loss in accordance with IFRS 9. The investment has therefore not been accounted for using the equity method.

 

There was no investment in an associate in the prior year.

 

There was no disposal of investments by the Group for the year ended 31 December 2025.

 

In the prior year, the following investments were disposed of:

· Caerus Mineral Resources Plc

· Goldquest Mining Corporation

· Jubilee Metals Group Plc

 

The country of incorporation and investment class for investments held by the Group at 31 December 2025 are listed below:

 

 

£

Country of Incorporation

Investment class

 

 

 

 

 

African Pioneer PLC

65,691

United Kingdom

Listed

BMR - Kendrick Resources PLC

217

United Kingdom

Listed

Bezant Resource PLC

58,200

United Kingdom

Listed

Galileo Resources PLC

50,785

United Kingdom

Listed

Satsuma Technology PLC

100,000

United Kingdom

Listed

Standard Strategies

220,000

Canada

Listed

TAO Strategies

92,947

Singapore

Investment in associate - Unlisted

587,840

 

 

 

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 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 Group 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. Trade and other receivables

 

 

2025

£

 

2024

£

Prepayments

16,243

4,575

Other debtors 

19

531

16,262

 

5,106

 

14. Cash and cash equivalents

 

2025

£

 

2024

£

Cash at bank

751,994

23,457

751,994

 

23,457

 

The Directors consider that the carrying value of cash and cash equivalents approximates their fair value.

 

15. Trade and other payables

 

2025

£

 

2024

£

Trade payables

54,331

219,657

Accrued expenses

75,177

46,667

Other payables

723

197,356

130,231

 

463 680

 

16. Issued share capital

Allotted, called up and fully paid

 

2025

Number

 

2025 £

 

2024

Number

 

2024 £

Ordinary shares of £0.01 each

440,610,771

4,406,108

-

-

Ordinary shares of £0.001 each

-

-

539,628,544

539,629

Deferred shares of £0.009 each

142,831,939

1,285,487

142,831,939

1,285,487

Total share capital

 

 

5,691,595

 

 

 

1,825,116

 

The 3,866,479,165 shares issued in the current year ended 31 December 2025 were all issued on 9 January 2025 at £0.001 per share.

 

During the year ended 31 December 2024 there were no shares issued.

 

On 28 July 2025, shareholders approved a 1-for-10 share consolidation, under which every ten ordinary shares of £0.001 each were consolidated into one ordinary share of £0.01 each. Following the consolidation, 440,610,771 ordinary shares of £0.01 each were admitted to trading on AIM on 30 July 2025. The consolidation did not change the aggregate nominal value of the Group's ordinary share capital.

 

Movement in ordinary share capital

 

Number of ordinary shares

Nominal value per share

£

At 1 January 2025

539,628,554

£0.001

539,629

Shares issued on 9 January 2025

3,866,479,165

£0.001

3,866,479

Ordinary shares before consolidation

4,406,107,719

£0.001

4,406,108

Effect of 1-for-10 share consolidation

(3,965,496,948)

-

-

At 31 December 2025

440,610,771

£0.01

4,406,108

 

 

Deferred shares

 

Number of deferred shares

Nominal value per share

£

At 1 January 2025

142,831,939

£0.009

539,629

Movement

-

-

-

At 31 December 2025

142,831,939

£0.009

539,629

 

The deferred shares do not carry voting rights and are not admitted to trading.

 

 

Treasury shares

 

Included within allotted, called up and fully paid share capital are 450,000 ordinary shares of £0.01 each with a nominal value of £4,500 held by the Group in treasury. Treasury shares carry no voting rights and are excluded from the calculation of earnings per share.

 

17. Share based payments

 

Share options

 

2025

 

2024

 

Weighted average exercise

price (p)

 

 

 

Number

 

Weighted average exercise price (p)

 

 

 

Number

Outstanding at the beginning of the year

-

-

0.3

91,686,246

Granted during the year1

1

88,025,254

Lapsed during the year

-

-

0.3

91,686,246

Outstanding at the end of the year

1

88,025,254

 

-

-

Exercisable at the end of the year

1

19,365,556

 

-

-

1 The number of options and exercise price have been adjusted to reflect the 1-for-10 share consolidation completed in July 2025. The adjustment did not change the aggregate exercise proceeds or the economic rights of option holders.

 

The contracted average remaining life of share options at 31 December 2025 was 9.02 years (2024: NIL).

 

At 31 December 2025, the Group had the following share options in issue:

 

Date of grant

 

 

30 January 2025

Number outstanding 

88,025,254

Contractual life

9.94 years

Exercise price (pence)

1

Volatility

36.6%

Exercise price (pence)

4.56%

 

The fair value of warrants is determined using the Monte Carlo model. The charge to the profit and loss was

£110,000 (2024: £ NIL).

 

18. Financial Instruments and Risk Management

 

Capital Management

The Group manages its capital to ensure that the Group will be able to continue as a going concern while maximising the return to stakeholders. The overall strategy of the Group is to minimise costs and liquidity risk whilst simultaneously maximising value to shareholders.

 

The capital structure of the Group consists of equity attributable to equity holders of the Group, comprising issued share capital, share premium, fair values reserves and retained earnings as disclosed in the Statement of Changes of Equity.

 

General objectives and policies

The management of the Group ensures the definition and control of the risk management policy. The objective of this policy is to identify and analyse the risks facing the Group, to define the limits within which the risks must fall, to manage the risks and to ensure compliance with the defined limits. The risk management policy and systems are regularly reviewed to take into account changes in market conditions and activities of the Group. The Group, through its management rules, aims to develop a rigorous and constructive environment in which employees have a good understanding of their roles and obligations.

 

The overall objective of the Board is to set policies that seek to reduce risk as far as practical without unduly affecting the Group's competitiveness and flexibility. Further details regarding these policies are:

 

Principal financial instruments

The principal financial instruments used by the Group from which the financial risk arises are as follows:

 

The Group's principal financial instruments comprise cash and cash equivalents, digital assets, investments in securities and trade and other payables. The Group's accounting policies and methods adopted, including the criteria for recognition, the basis on which income and expenses are recognised in respect of each

class of financial asset, financial liability and equity instrument are set out in note 2 - "Accounting Policies".

 

The Group does not use financial instruments for speculative purposes. The carrying value of all financial assets and liabilities approximates to their fair value.

 

Credit risk

The Group'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 £751,994 (2024: £23,457)

 

 

Derivatives, financial instruments and risk management

The Group does not use derivative instruments or other financial instruments to manage its exposure to fluctuations in foreign currency exchange rates, interest rates and commodity prices.

 

 

Digital assets Risk

The Group has significant digital assets. The historical volatility of digital assets is significant and typically greater than other asset classes and this presents a risk as to the assumed ongoing carrying value of these digital assets.

 

Foreign currency risk

The Group operates in a global market with income and costs arising in a number of currencies and is exposed to foreign currency risk arising from commercial transactions and translation of assets and liabilities. Currency exposures risks are reviewed regularly and at this time the Directors do not believe it necessary to engage in additional hedging strategies.

 

Liquidity risk

In managing liquidity risk, the main objective of the Group is to ensure that it has the ability to pay all of its liabilities as they fall due. The Group monitors its levels of working capital to ensure that it can meet its liabilities as they fall due.

 

Interest rate risk

The Group income and operating cash flows are substantially independent of changes in market interest rates.

 

19. Financial Instruments

 

Set out below is an overview of financial instruments held by the Group:

 

 

 

2025

2024

Notes

 

£

£

Financial assets at fair value through profit and loss

Investments

12

587,840

197,704

Total

 

587,840

197,704

Financial assets at amortised cost

Trade and other receivables1

13

19

531

Cash and cash equivalents

14

751,994

23,457

Total

 

752,013

23,988

Financial liabilities at amortised cost

 

 

 

Trade payables and other payables2

15

 

55,054

417,013

Total

 

55,054

417,013

1Trade and other receivables excludes prepayments

2Trade and other payables excludes accruals

 

Fair value of measurement of financial instruments

The Group measures financial instruments and non-financial assets at fair value at each reporting date.

 

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:

In the principal market for the asset or liability, or

In the absence of a principal market, in the most advantageous market for the asset or liability

 

All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorised within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:

· Level 1 - Quoted (unadjusted) market prices in active markets for identical assets or liabilities

· Level 2 - Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable

· Level 3 - Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable

 

 

 Level 1

 Level 2

 Level 3

 

 £'000

 

 £'000

 

 £'000

At 31 December 2025

Financial assets at fair value

494,893

-

92,947

At 31 December 2024

Financial assets at fair value

197,704

-

-

 

 

20. Related party transactions

 

The Directors are considered to be the key management personnel of the Group. Details of Directors' remuneration, including share-based payments, are disclosed in note 7.

 

The Group made payments to the following companies controlled by the Directors in relation to their directors' fees:

 

2025£

 

2024

£

Toro Consulting Limited - J Bixby

100,000

-

Dark Peak Services Ltd - NJ Lyth

25,000

-

 

 

125,000

 

-

 

During the year, the Group and entered into the following related party transactions:

· Acquisition of Bixby Technology Inc. from Toro Consulting Limited, a Group beneficially owned by J Bixby

· As part of the Acquisition of Bixby Technology Inc., Toro Consulting Limited received one warrant for each ordinary share subscribed, being warrants over 325,000,000 ordinary shares at an exercise price of 0.1 pence per share, exercisable for a period of 24 months from admission.

· The share options that were granted to J Bixby on 24 January 2025, were issued in the name of Toro Consulting Limited.

 

During the prior year, Lion Mining Finance Limited, a Group in which Colin Bird who was a director (resigned 31 December 2025), provided administrative and technical services to the Group amounting to £50,000 plus VAT in the year. There was an amount of £186,000 outstanding at 31 December 2024.

 

In the current year there were no payments made to Lion Mining Finance Limited and no amounts owing.

 

21. Ultimate Controlling Party

The Directors consider that there is no ultimate controlling party of the Group

 

22. Post Balance Sheet Events

Subsequent to the year end, on 27 January 2026, the Group announced that it had conditionally raised gross proceeds of £1.55 million through a placing of 413,333,333 new ordinary shares at a price of 0.375 pence per share. The placing was conditional on shareholder approval of a share sub-division, under which each existing ordinary share of £0.01 would be sub-divided into one new ordinary share of £0.001 and one deferred share of £0.009. On 16 February 2026, shareholders approved the proposed share sub-division

 

As part of the placing, broker, Fortified Securities received 23,200,000 warrants exercisable at the placing price for a term of 48 months.

 

On 4 February 2026, the Group announced the deregistration and value realisation of its KDN-1 subnet investment within the Bittensor network, successfully converting its initial 200 TAO investment, purchased for $86,000 in June 2025, into approximately 900 TAO, valued at $161,875.

 

On 16 February 2026, the Group announced the deregistration and value realisation of its Tiger Beta subnet investment within the Bittensor network. The Group acquired the subnet in June 2025 for $25,000 (60 TAO), and following its removal from the network, all alpha tokens were converted back to TAO. This process resulted in the Group receiving approximately 679 TAO, valued at approximately $124,257 based on a price of $183 per TAO.

 

On 15 April 2026, the Group announced that it had signed heads of terms for the proposed acquisition of the entire issued share capital of Potentially Limited, a private Cypriot technology Group building peer-to-peer infrastructure for the AI economy. The proposed acquisition would constitute a reverse takeover under AIM Rule 14. The consideration is expected to be satisfied through the issue of new ordinary shares in the Group and completion remains subject to customary conditions, including shareholder approval and admission of the enlarged share capital to trading on AIM.

 

 

DIRECTORS' RESPONSIBILITIES STATEMENT in relation to the Company financial statements

For the year ended 31 December 2025

 

The Directors are responsible for preparing the Company financial statements in accordance with applicable United Kingdom law and regulations.

 

Company law requires the Directors to prepare financial statements for each financial year. Under United Kingdom Company law the Directors have elected to prepare the parent Company financial statements in accordance with United Kingdom Generally Accepted Accounting Practice including FRS 101 'Reduced Disclosure Framework' (United Kingdom Accounting Standards and applicable law). Under Company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and the profit or loss of the Company for that period.

 

In preparing the Company financial statements the Directors are required to:

select suitable accounting policies and then apply them consistently;

make judgements and estimates that are reasonable and prudent;

state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

 

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the Company financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. 

 

Company Statement of Financial Position

For the year ended 31 December 2025

 

Note

2025

2024

 

£

£

Non-Current Assets

Intangible assets - digital assets

10

423,200

-

Investments

24

587,840

197,704

Total non-current assets

 

1,011,040

197,704

Current Assets

Trade and other receivables

25

16,262

5,106

Cash and cash equivalents

26

750,127

23,457

Total current assets

 

766,389

28,563

Total assets

 

1,777,429

226,267

 

Shareholders' equity

Share capital

16

5,691,595

1,825,116

Share premium

1,712,109

2,078,107

Share based payments reserve

17

110,000

-

Retained earnings

(6,966,506)

(5,240,636)

Capital redemption reserve

1,100,000

1,100,000

Total shareholders' equity

 

1,647,198

(237,413)

 

 

 

 

Current Liabilities

Trade and other payables

15

130,231

463,680

Total current liabilities

 

130,231

463,680

Total liabilities

130,231

463,680

Total equity and liabilities

1,777,429

226,267

 

Company Statement of Changes in Equity

For the year ended 31 December 2025

 

 

 

 

Share capital

 

 

 

Share Premium

 

Share-based payments reserve

 

 

 

Retained earnings

 

 

Capital redemption reserve

 

 

 

 

Total

£

£

£

£

£

£

As at 31 December 2025

At 1 January 2025

1,825,116

2,078,107

-

(5,240,636)

1,100,000

(237,413)

Comprehensive loss for the year

Loss for the year

-

-

-

(1,725,870)

-

(1,725,870)

Total comprehensive loss for the year

-

-

-

(1,725,870)

-

(1,725,870)

Contributions by and distributions to owners

Shares issued in the year

3,866,479

-

-

-

-

3,866,479

Share issue costs

-

(365,998)

-

-

-

(365,998)

Share based payment

-

-

110,000

-

-

110,000

Total contributions by and distributions to owners

3,866,479

(365,998)

110,000

-

-

3,610,481

At 31 December 2025

5,691,595

1,712,109

110,000

(6,966,506)

1,100,000

1,647,198

 

Year ended 31 December 2024

At 1 January 2024

1,825,116

2,078,107

-

(4,910,204)

1,100,000

93,019

Prior year adjustment

-

-

-

60,147

-

60,147

As restated

1,825,116

2,078,107

-

(4,850,057)

1,100,000

153,166

Comprehensive loss for the year

Loss for the year

-

-

-

(390,579)

-

(390,579)

Total comprehensive loss for the year

-

-

-

(390,579)

-

(390,579)

Total contributions by and distributions to owners

-

-

-

-

-

-

At 31 December 2024

1,825,116

2,078,107

-

(5,240,636)

1,100,000

(237,413)

 

23. Accounting policies

 

Basis of preparation

The accounting policies as set out in note 2, where applicable apply to the Company financial statements too.

 

The accounting policies which follow set out those policies which apply specifically in preparing the Company financial statements for the year ended 31 December 2025.

 

The Company financial statements have been prepared on a historical cost basis and presented in in Pound Sterling (£) rounded to the nearest £1.

 

These separate financial statements have been prepared in accordance with Financial Reporting Standard 101, 'Reduced Disclosure Framework' ('FRS 101') and the Companies Act 2006. The Group meets the definition of a qualifying entity under FRS 100, 'Application of Financial Reporting Requirements' as issued by the Financial Reporting Council. The Group, as permitted by FRS 101, has taken advantage of the disclosure exemptions available under that standard in relation to share-based payments, financial instruments, fair value measurement, capital managements, standards not yet effective and related party transactions. Where relevant, equivalent disclosures have been given in the Group accounts.

 

The Company has taken advantage of the exemption provided under section 408 of the Companies Act 2006 not to publish its individual statement of comprehensive income and related notes. The Company's58 loss after tax for the financial year was £1,725,870 (2024: £390,579).

 

The Company has taken advantage of the exemption under FRS 101 from presenting a statement of cash flows.

 

Going concern

The Directors' assessment of going concern concludes that the use of the going concern basis is appropriate and the Directors have a reasonable expectation that the Group, and therefore the Company, will be able to continue in operation and meet its commitments as they fall due over the going concern period of 12 months from the date of approval of the financial statements. See note 2 of the Group financial statements for further details.

 

Critical accounting estimates and judgements

The management of the Company has to make estimates and judgements when preparing the financial statements of the Company. Uncertainties in the estimates and judgements could have an impact on the carrying amount of assets and liabilities and the Group's results.

 

The most important judgements and estimates in relation thereto are:

 

Impairment of investments in subsidiaries

Management is required to assess the carrying value of investments in subsidiaries in the parent Company balance sheet for impairment. This requires a judgement whether impairment triggers exist that might lead to the impairment of investments in subsidiaries. If a trigger is identified, then the assessment for impairment requires an estimate of amounts recoverable from the underlying subsidiaries.

 

Investments

In its separate financial statements, the Company recognises its investments in subsidiaries at cost less any provision for impairment.

 

24. Investments

 

 

 

 

Investment in subsidiaries

£

 

Listed investments

£

Investment in associate

£

Total

£

Year ended 31 December 2025

 

Cost

Opening Balance - 1 January 2025

-

197,704

-

197,704

Additions

325,000

752,155

250,000

1,327,155

Disposals

-

-

-

-

Net fair valuation movement

(325,000)

(454,966)

(157,053)

(937,019)

At 31 December 2025

-

494,893

92,947

587,840

Net book value 31 December 2025

 

-

494,893

92,947

587,840

 

 

 

 

Investment in subsidiaries

£

 

Listed investments

£

Investment in associate

£

Total

£

Year ended 31 December 2024

 

Cost

Opening Balance - 1 January 2024

-

385,513

-

385,513

Additions

-

-

Disposals

-

(87,552)

-

(87,552)

Net fair valuation movement

-

(100,257)

-

(100,257)

At 31 December 2024

-

197,704

-

197,704

Net book value 31 December 2024

 

-

197,704

-

197,704

 

During the current year the Company made the following investments:

£325,000 in Bixby Technology Inc.

£500,000 in Satsuma Technology PLC's second secured convertible loan note round,

£252,155 in Standard Strategies, and

 

In the prior year there were no new investments made by the Company

 

During the year, the Company invested £250,000 in TAO Strategies, an unlisted entity incorporated in Singapore. The Company holds 20% of the ownership interests in TAO Strategies. The Directors have concluded that the Company has significant influence over TAO Strategies and thus, TAO Strategies has been classified as an associate. The Company has elected to measure its investment in TAO Strategies at fair value through profit or loss in accordance with IFRS 9. The investment has therefore not been accounted for using the equity method.

 

There was no investment in an associate in the prior year.

 

There was no disposal of investments by the Company for the year ended 31 December 2025.

 

In the prior year, the following investments were disposed of:

· Caerus Mineral Resources Plc

· Goldquest Mining Corporation

· Jubilee Metals Group Plc

 

The country of incorporation and investment class for investments held by the Company at 31 December 2025 are listed below:

 

 

£

Country of Incorporation

Investment class

 

 

 

 

African Pioneer PLC

65,691

United Kingdom

Listed

BMR - Kendrick Resources PLC

217

United Kingdom

Listed

Bezant Resource PLC

58,200

United Kingdom

Listed

Galileo Resources PLC

50,785

United Kingdom

Listed

Satsuma Technology PLC

100,000

United Kingdom

Listed

Standard Strategies

220,000

Canada

Listed

TAO Strategies

92,947

Singapore

Investment in associate - Unlisted

587,840

 

The Company has the following investment directly in subsidiaries at 31 December 2025:

Name and registered address of Group

Share-

holding

Value of share-holding

£

Country of incorporation

Nature of business

Bixby Technology Inc.

2592 Bowker Avenue,

Victoria, B.C., Canada

100%

-

Canada

Technology consultancy and incubator Group

 

 

On 9 January 2025, the Group completed the acquisition of Bixby Technology Inc. for a total consideration of £325,000. The consideration was satisfied through the issue of 325,000,000 ordinary shares of 0.1 pence each in Tiger Investments plc, subscribed for by Toro Consulting Ltd under a set-off arrangement. Accordingly, no cash consideration was paid.

 

At the year ended 31 December 2025, the investment was considered to be fully impaired.

 

25. Trade and other receivables

 

 

2025

£

 

2024

£

Amounts due from subsidiary

179,285

-

Less: amount written off

(179,285)

-

-

-

Prepayments

16,243

4,575

Other debtors 

19

531

16,262

 

5,106

 

During the year, the Company advanced funds to Bixby Technology Inc., its wholly owned subsidiary, to support its operating activities. At 31 December 2025, the Directors assessed the recoverability of the amounts advanced, having regard to the subsidiary's financial position and its ability to generate sufficient future cash flows to repay the balance.

 

The Directors concluded that there was no reasonable expectation of recovery. Accordingly, the Company recognised a write-off of £179,285 in respect of the amount due from Bixby Technology Inc. at 31 December 2025.

 

 

In the prior year there were no amounts advanced to subsidiaries.

 

26. Cash and cash equivalents

 

2025

£

 

2024

£

Cash at bank

750,127

23,457

750,127

 

23,457

 

The Directors consider that the carrying value of cash and cash equivalents approximates their fair value.

 

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FR ZZGMVFVMGVZZ
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