Supernova Digital - Annual Results
Announcement provided by
Supernova Digital Assets Plc · SOL30/04/2026 17:04
30 April 2026
The information contained within this announcement is deemed by the Company to constitute inside information stipulated under the Market Abuse Regulation (EU) No. 596/2014, as retained as part of the law of
Supernova Digital Assets PLC
("Supernova" or the "Company")
Annual Results
Supernova Digital Assets (AQSE: SOL), a company specialising in the Solana ecosystem, announces its audited results for the year ended 31 October 2025.
The full Annual Report of the Company is available on the Company's website: https://www.supernovaplc.com/investors
The directors of Supernova accept responsibility for this announcement.
This announcement may contain "forward-looking" statements and information relating to the Company. These statements are based on the beliefs of Company management, as well as assumptions made by and information currently available to Company management. The Company does not undertake to update forward‐looking statements or forward‐looking information, except as required by law.
For further information please contact:
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Supernova Digital Assets |
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Michael Edwards Executive Chairman |
Via First Sentinel |
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First Sentinel |
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Corporate Adviser Brian Stockbridge
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+44 7858 888 007 |
Supernova Digital Assets PLC - Company Number 12291603
Chairman's Statement
For the year ended 31 October 2025
Whilst the financial performance of the Company was acceptable up to the 31 October 2025 and supported the thesis that Supernova should be wholly invested in the Cryptocurrency ecosystem, since then there has been a significant reduction in pricing of Crypto tokens.
As a result, all Companies that have exposure to this sector have encountered challenges and how those challenges are faced and managed will determine which come out of the Crypto winter successfully and which do not.
Recognising that the negative sentiment regarding Crypto and risk assets generally appears to be present at least for the medium term the Directors have reduced the overhead spend of the Company to the maximum extent possible for a listed public company. There are certain costs that are unavoidable to maintain the listing such as audit, financial advisory for AQSE, share registrar, listing fees and these will have to continue to be paid.
The Company has choices in how to meet the ongoing operational obligations. It could start selling down its Crypto tokens but the Directors are of the opinion that selling into a depressed market will not be in the interests of shareholders. The alternative is to secure alternative sources of funding so as to ring fence the Crypto assets. The Company has previously advised that it has a collateralised Crypto loan with Amina Bank AG. This is a facility where the Company deposits crypto with the Bank and the Bank lends a percentage of the value of this Crypto in the form of cash. This was used to purchase more Crypto and gear up the Balance Sheet somewhat during the year.
The Company is in discussions with other lenders and indications are that improved terms can be obtained which will ensure that the Company has no requirement to liquidate Crypto holdings for cash in the near to mid-term at what the Board believe to be unacceptably low prices.
We will continue to carefully manage the Company through challenging times in Crypto and hope and expect to come out of this period in a position to take advantage of any upsides that present themselves.
MS Edwards
Executive Chairman
30 April 2026
Strategic Report
For the year ended 31 October 2025
The Directors present their strategic report for the year ended 31 October 2025.
Review of Business
Net results show a loss after taxation of
During the current year, the Company reviewed its accounting policy for the treatment of fair value movements in its cryptocurrency holdings. Previously, the Company recognised unrealized gains and losses arising from changes in the fair value of cryptocurrencies directly in the Statement of Profit or Loss. Refer to note 3 for the impact of the change on the prior year's financial statements.
Key Performance Indicators
The Board monitors the activities and performance of the Company on a regular basis. The indicators set out below have been used by the Board to assess performance over the year to 31 October 2025. The main KPIs for the Company are listed as follows:
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2025 |
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2024 |
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Net asset value |
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Net asset value per share |
0.37p |
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0.37p |
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Solana Price |
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On 29 April 2026. The price of Solana was
Principal risks and uncertainties
Supernova Digital Assets PLC identifies investment and building opportunities in the high growth Solana and cryptocurrency ecosystem.
The Company is subject to a number of relevant risk factors and uncertainties including the following:
Crypto risk
The Company has significant crypto assets. Crypto assets represent a new and evolving asset class, and there is significant uncertainty regarding the long-term viability, adoption and value of crypto assets. The Company's business is highly dependent on the value, liquidity and market demand for crypto assets. The price of crypto asset, and associated demand for buying, selling and trading crypto assets, has been subject to significant volatility. There is no assurance that any crypto asset will maintain its value and a decline in the market value of crypto assets could adversely affect the Company's business, operating results and financial condition. To manage this risk, the Company monitors crypto assets markets and its crypto asset holdings on a daily basis.
Staking activities
The Company, generates its revenue from crypto assets by offering a platform whereby owners of Solana can stake their tokens. This generates two revenue streams for the Company: Delegator Yield and Maximum Extractable Value (MEV). The Company also takes its own holdings of Solana on this platform.
This platform is on a decentralised network which is vulnerable to disruptions, hacks and attacks by malicious actors, which could adversely affect the Company's income and financial condition.
Regulatory
The Company is subject to a rapidly evolving regulatory landscape as laws and regulations governing crypto assets and decentralised networks remain uncertain and subject to change. The Company seeks to comply with all applicable laws and regulations and its activities do not currently require it to be regulated in
However, due to the evolving regulatory landscape, the Company 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 Company's business and strategy. Further, if the Company 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 Company's business, operating results and financial condition. To manage this risk, the Company monitors the regulatory landscape and seeks qualified legal advice on relevant matters as appropriate.
Wallets and private keys
Crypto assets are controlled through wallets and unique private keys and, if a private key is lost, destroyed or compromised without backup, the related crypto assets may be permanently inaccessible. Furthermore, wallets holding the Company's crypto 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 Company's crypto assets may be irreversible and could result in significant financial losses, damage the Company's reputation and adversely impact its business. To manage this risk, the Company spreads its crypto 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 Director's believe they have acted in the way most likely to promote the success of the Company for the benefit of its members as a whole, as required by s172 of the Companies Act 2006.
The requirements of s172 are for the Directors to:
• Consider the likely consequences of any decision in the long term,
• Act fairly between the members of the Company,
• Maintain a reputation for high standards of business conduct,
• Consider the interests of the Company's employees,
• Foster the Company's relationships with suppliers, customers and others, and
• Consider the impact of the Company's operations on the community and the environment.
The following paragraphs summarise how the Directors fulfil their duties:
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
The Company is fully invested in cryptocurrency and thus the impact of the reduction in cryptocurrency prices has been felt by the Company. The Board remains fully committed to maintaining this ecosystem exposure for its shareholders and as such has taken steps to reduce operational expenditure. At the same time, it is in discussions with several alternative collateralised lenders to ensure that the Company has sufficient capability to maintain its operations without having to liquidate any of its core assets.
In the longer term we remain positive regarding crypto's general outlook but in the short to medium term the Company has taken and is taking steps to ensure that the central thesis of the business remains intact
ON BEHALF OF THE BOARD:
Nicholas Lyth
Director
30 April 2026
Supernova Digital Assets PLC - Company Number 12291603
Directors' Report
For the year ended 31 October 2025
The Directors present their report together with the audited financial statements for the year ending 31 October 2025.
Results and dividends
The trading results for the year ended 31 October 2025 and the Company's financial position at that date are shown in the attached financial statements.
The Directors do not recommend the payment of a dividend for the year (2024: £Nil).
Principal activities and review of the business
The principal activity of the Company is to identify investment and business building opportunities in the Solana and crypto currency ecosystem.
Directors serving during the year
MS Edwards
N J Lyth
R M Rutledge
Directors interests
The Directors at the date of the financial statements who served, and their interest in the ordinary shares of the Company, are as follows:
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31 October 2025 |
31 October 2024 |
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Ordinary shares |
Share warrants held |
Ordinary shares |
Share warrants held |
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MS Edwards1 |
90,913,000 |
108,000,000 |
90,913,000 |
8,000,000 |
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NJ Lyth |
11,500,000 |
54,000,000 |
11,500,000 |
4,000,000 |
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RM Rutledge2 |
2,000,000 |
10,000,000 |
2,000,000 |
- |
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1 MS Edwards holds 17,666,667 shares in his own name and the remainder of his holdings are in the name Marallo Holdings Inc. which is controlled by the Director
2 RM Rutledge's options are held in the name of Carraway Capital Corporation which is controlled by the Director
Significant shareholders
As at 29 April 2026, so far as the Directors are aware, the parties (other than the interests held by Directors) who are
directly or indirectly interested in 3% or more of the nominal value of the Company's share capital is as follows:
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Number of Ordinary shares |
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Percentage of issued share capital |
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Fidelio Partners Pte Ltd |
292,872,349 |
20.2% |
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Andrew Offit |
170,921,912 |
11.8% |
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Eric Dobson |
127,209,883 |
8.8% |
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Related party transactions
Related party transactions are disclosed in note 22.
Going concern
The reduction in value of crypto tokens since 2025 highs has been significant. Solana has reduced in value by 66% from the high of
The Company has been in discussions with a number of potential collateralised crypto lenders and has received indicative offers at a Loan to Value ("LTV") in excess of the current facility. This potentially enables the company to continue to fund its operational expense without necessitating the sale of its assets. The Company is pursuing these indicative offers.
As a result of this, the Company's Directors are of the opinion that the Company can continue to meet its obligations as and when they arise for the foreseeable future. The Directors have thus adopted the going concern basis of accounting in the preparation of the annual financial statements.
Events after the reporting date
The value of Solana has reduced from
Events after the reporting date are disclosed in note 24.
Streamlined Energy and Carbon Reporting (SECR)
The Company is not required to disclose information regarding its energy use due to its usage being below the set limit for disclosure.
Provision of information to Auditor
In so far as each of the Directors are aware at the time of approval of the report:
• there is no relevant audit information of which the Company's auditor is unaware; and
• the Directors have taken all steps that they ought to have taken to make themselves aware of any relevant audit information and to establish that the auditor is aware of that information.
Auditor
Kreston Reeves Audit LLP were appointed as auditors, and a resolution to reappoint Kreston Reeves Audit LLP as auditors will be presented to the members at the Annual General Meeting in accordance with Section 485(2) of the Companies Act 2006. Kreston Reeves LLP resigned on 6 October 2025. Kreston Reeves Audit LLP were appointed on 6 October 2025.
Nicholas Lyth
Director
30 April 2026
Directors' responsibilities
The Directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the Company financial statements in accordance with
The financial statements are required by law and IAS to present fairly the financial position and performance of the Company; the Companies Act 2006 provides in relation to such financial statements that references in the relevant part of that Act to financial statements giving a true and fair view and references to their achieving a fair presentation.
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 of the profit or loss of the Company for that period.
In preparing these financial statements, the Directors are required to:
• select suitable accounting policies and then apply them consistently;
• make judgements and accounting estimates that are reasonable and prudent;
• state whether applicable
• 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 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.
Website publication
The Directors are responsible for ensuring the annual report and the financial statements are made available on a website. Financial statements are published on the Company's website in accordance with legislation in the
The maintenance and integrity of the Company's website is the responsibility of the Directors. The Directors' responsibility also extends to the ongoing integrity of the financial statements contained therein.
Supernova Digital Assets PLC - Company Number 12291603
Statement of Comprehensive Income
For the year ended 31 October 2025
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Note |
2025 |
2024 |
|
|
|
|
(restated)* |
|
|
|
£'000 |
£'000 |
|
Revenue |
5 |
564 |
89 |
|
|
|
564 |
89 |
|
Other operating income |
6 |
153 |
25 |
|
Fair valuation movements in investments |
13 |
947 |
(252) |
|
(Loss)/profit on disposal of intangible assets - cryptocurrencies |
|
(323) |
58 |
|
(Loss)/profit on disposal of investments |
|
(256) |
100 |
|
Share based payment |
19 |
(194) |
- |
|
Administrative expenses |
7 |
(904) |
(594) |
|
Operating loss |
|
(13) |
(574) |
|
Finance income |
|
1 |
- |
|
Loss before taxation |
|
(12) |
(574) |
|
Taxation |
10 |
- |
- |
|
Loss after taxation |
|
(12) |
(574) |
|
Other comprehensive income |
|
|
|
|
Fair valuation movements in intangible assets - cryptocurrencies |
12 |
206 |
3,030 |
|
Total comprehensive income for the year |
|
194 |
2,456 |
|
|
|
|
|
|
Loss per ordinary share: |
|
|
|
|
Basic loss per share |
11 |
- |
(0.04p) |
|
Diluted loss per share |
11 |
- |
(0.04p) |
*The comparative information has been restated as a result of the change in accounting policy as discussed in note 3. The gains on cryptocurrencies, previously recognised in profit or loss, have now been reclassified to other comprehensive income.
The notes on pages 20 to 36 form part of these financial statements
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Statement of Financial Position As at 31 October 2025 |
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|
|
|
|
|
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2025 |
2024 (restated)* |
1 Nov 2023 (restated) * |
|
|
Note |
£'000 |
£'000 |
£'000 |
|
Non-Current Assets |
|
|
|
|
|
|
|
|
|
|
|
Intangible assets - cryptocurrencies |
12 |
5,495 |
3,998 |
937 |
|
Investments |
13 |
1.179 |
1,878 |
1,953 |
|
Total non-current assets |
|
6,674 |
5,876 |
2,890 |
|
Current Assets |
|
|
|
|
|
Trade and other receivables |
14 |
19 |
4 |
47 |
|
Cash and cash equivalents |
15 |
113 |
60 |
68 |
|
Total current assets |
|
132 |
64 |
115 |
|
Total assets |
|
6,806 |
5,940 |
3,005 |
|
|
|
|
|
|
|
Shareholders' equity |
|
|
|
|
|
Share capital |
18 |
1,603 |
1,603 |
1,211 |
|
Share premium |
18 |
- |
- |
9,817 |
|
Treasury shares |
18 |
(375) |
- |
- |
|
Distributable reserve |
18 |
9,892 |
9,892 |
- |
|
Revaluation reserve |
18 |
3,322 |
3,533 |
503 |
|
Share based payments reserve |
19 |
435 |
241 |
923 |
|
Retained earnings |
|
(9,010) |
(9,415) |
(9,523) |
|
Total shareholders' equity |
|
5,867 |
5,854 |
2,931 |
|
|
|
|
|
|
|
Current Liabilities |
|
|
|
|
|
Interest bearing loans and borrowings |
16 |
762 |
- |
- |
|
Trade and other payables |
17 |
177 |
86 |
74 |
|
Total current liabilities |
|
939 |
86 |
74 |
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Total liabilities |
|
939 |
86 |
74 |
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Total equity and liabilities |
|
6,806 |
5,940 |
3,005 |
*The comparative information has been restated as a result of the change in accounting policy as discussed in note 3.
The financial statements were approved by the Board of Directors and authorised for issue on 30 April 2026 and were signed on its behalf by:
...............................................................................
Nicholas Lyth - Director
The notes on pages 20 to 36 form part of these financial statements
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Statement of Changes in Equity As at 31 October 2025 |
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Share capital |
Share Premium |
Treasury Reserve |
Distributable reserve |
Revaluation reserve |
Share-based payments reserve |
Retained earnings |
Total |
|
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
|
Year ended 31 October 2024 |
|
|
|
|
|
|
|
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|
At 1 November 2023 (as reported)* |
1,211 |
9.817 |
- |
|
|
923 |
(9,020) |
2,931 |
|
Effect of change in accounting policy |
- |
- |
- |
|
503 |
- |
(503) |
- |
|
At 1 November 2023 (restated)* |
1,211 |
9,817 |
- |
- |
503 |
923 |
(9,523) |
2,931 |
|
Loss for the year |
- |
- |
- |
- |
- |
- |
(574) |
(574) |
|
Total other comprehensive income for the year |
- |
- |
- |
- |
3,030 |
- |
- |
3,030 |
|
Total comprehensive income for the year |
- |
- |
- |
- |
3,030 |
- |
(574) |
2,456 |
|
Shares issued in the year |
392 |
75 |
- |
- |
- |
- |
- |
467 |
|
Cancellation of share premium account |
- |
(9,892) |
- |
9,892 |
- |
- |
- |
- |
|
Lapse of warrants |
- |
- |
- |
- |
|
(682) |
682 |
- |
|
At 31 October 2024 |
1,603 |
- |
- |
9,892 |
3,533 |
241 |
(9,415) |
5,854 |
|
|
|
|
|
|
|
|
|
|
|
Year ended 31 October 2025 |
|
|
|
|
|
|
|
|
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At 1 November 2024 (restated)* |
1,603 |
- |
- |
9,892 |
3,533 |
241 |
(9,415) |
5,854 |
|
Loss for the year |
- |
- |
- |
- |
- |
- |
(12) |
(12) |
|
Total other comprehensive income for the year |
- |
- |
- |
- |
206 |
- |
- |
206 |
|
Total comprehensive income for the year |
- |
- |
- |
- |
206 |
- |
(12) |
194 |
|
Purchase of treasury shares |
- |
- |
(375) |
- |
- |
- |
- |
(375) |
|
Share based payment |
- |
- |
- |
- |
- |
194 |
- |
194 |
|
Realised gain on crypto disposals |
- |
- |
- |
- |
(417) |
- |
417 |
- |
|
At 31 October 2025 |
1,603 |
- |
(375) |
9,892 |
3,322 |
435 |
(9,010) |
5,867 |
*The comparative information has been restated as a result of the change in accounting policy as discussed in note 3.
Share capital
Share capital represents the nominal value on the issue of the Company's equity share capital, comprising
Share premium
Share premium represents the amount subscribed for the Company's equity share capital in excess of nominal value.
Any transaction costs associated with the issuing of shares are deducted from share premium, net of any related income tax benefits.
Treasury shares
Treasury shares represent the Company's own equity instruments that have been reacquired and are held by the Company.
Treasury shares are deducted from equity and no gain or loss is recognised in profit or loss on the purchase, sale, issue, or
cancellation of such shares. Treasury shares do not carry voting rights or the right to receive dividends while held by the Company.
Distributable reserve
Distributable reserve represents the Share premium that was cancelled during 2024 as part of the intended share buyback
process. These reserves will be utilised to implement the share buyback.
Revaluation reserve
The Revaluation reserve represents the cumulative gains or losses in the value of cryptocurrencies held as intangible assets.
Retained earnings
Retained earnings represent the cumulative net income and losses of the Company recognised through the statement of comprehensive
income.
Share based payment reserve
Share based payment reserve represents the cumulative cost of share-based payments.
The notes on pages 20 to 36 form part of these financial statements
|
Supernova Digital Assets PLC - Company Number 12291603 Statement of Cash Flows For the year ended 31 October 2025 |
|
2025 |
2024 (restated)* |
|
|
|
£'000 |
£'000 |
|
Operating activities |
|
|
|
|
Loss for the year |
|
(12) |
(574) |
|
Adjustments: |
|
|
|
|
Non-cash generated income |
|
(564) |
(89) |
|
Dividend income |
|
(153) |
- |
|
Fair value (gain)/loss on investments |
|
(947) |
252 |
|
Loss/(profit) on disposal of investments |
|
256 |
(100) |
|
Loss/(profit) on disposal of cryptocurrencies |
|
323 |
(58) |
|
Foreign exchange |
|
7 |
43 |
|
Share based payment |
|
194 |
- |
|
Expenses settled using cryptocurrencies |
|
97 |
- |
|
|
|
|
|
|
Working capital adjustments: |
|
|
|
|
(Increase)/decrease in trade and other receivables |
|
(15) |
43 |
|
Increase in trade and other payables |
|
91 |
12 |
|
Net cash used in operating activities |
|
(723) |
(471) |
|
Investing activities |
|
|
|
|
Purchase of investments |
|
- |
(230) |
|
Proceeds from disposal of investments |
|
1,390 |
153 |
|
Purchase of intangible assets - cryptocurrencies |
|
(1,458) |
(114) |
|
Proceeds from d isposal of intangible assets - cryptocurrencies |
|
304 |
187 |
|
Dividend income |
|
153 |
- |
|
Net cash from/(used) in investing activities |
|
389 |
(4) |
|
Financing activities |
|
|
|
|
Purchase of treasury shares |
|
(375) |
- |
|
Financial Liability raised |
|
762 |
- |
|
Proceeds from issue of shares |
|
- |
467 |
|
Net cash from financing activities |
|
387 |
467 |
|
|
|
|
|
|
Net increase/(decrease) in cash and cash equivalents |
|
53 |
(8) |
|
Cash and cash equivalents at start of year |
|
60 |
68 |
|
Cash and cash equivalents at end of year |
|
113 |
60 |
*The comparative information has been restated as a result of the change in accounting policy as discussed in note 3.
The notes on pages 20 to 36 form part of these financial statements
Supernova Digital Assets PLC - Company Number 12291603
Notes to the Financial Statements
For the year ended 31 October 2025
1. Accounting Policies
Corporate Information
Supernova Digital Assets PLC, (the Company) principal activity is to identify investment and business building opportunities in the Solana cryptocurrency ecosystem.
The Company is a public limited company incorporated and domiciled in England and Wales. The registered office is 9th Floor, 16 Great Queen Street, London, WC2B 5DG.
The Company was incorporated on 31 October 2019 originally under the name Dispersion Holdings plc before changing its name to Aqru PLC on 10 January 2022. On 24 January 2024, the Company's name was changed from Aqru PLC to Supernova Digital Assets PLC.
The Company is listed on the Access segment of the Aquis Stock Exchange Growth Market.
General information
The financial statements are presented in Pound Sterling (£) rounded to the nearest
Summary of significant accounting policies
The principal accounting policies adopted in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.
Basis of preparation
The financial statements have been prepared in accordance with International Financial Reporting Standards, International Accounting Standards and Interpretations (collectively IFRS) issued by the International Accounting Standards Board (IASB) as adopted by the United Kingdom ("adopted IFRSs") and those parts of the Companies Act 2006 which apply to companies preparing their financial statements under IFRSs.
These financial statements have been prepared under the historical cost convention, as modified by the revaluation of assets and liabilities at fair value.
The preparation of financial statements in conformity with UK adopted international accounting standards requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Company's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant in the financial statements, are disclosed in note 2.
Consolidated accounts were not prepared as there were no material subsidiaries at year-end.
Going concern
The reduction in value of crypto tokens since 2025 highs has been significant. Solana has reduced in value by 66% from the high of
The Company has been in discussions with a number of potential collateralised crypto lenders and has received indicative offers at a Loan to Value ("LTV") in excess of the current facility. This potentially enables the company to continue to fund its operational expense without necessitating the sale of its assets. The Company is pursuing these indicative offers.
As a result of this, the Company's Directors are of the opinion that the Company can continue to meet its obligations as and when they arise for the foreseeable future. The Directors have thus adopted the going concern basis of accounting in the preparation of the annual financial statements.
Accounting Policies continued
New standards, amendments and interpretations adopted by the Company
The following IFRS or IFRIC interpretations were effective for the first time for the financial year beginning 1 November 2024.
Their adoption has not had any material impact on the disclosures or on the amounts reported in these financial statements:
|
Standards/ interpretations |
Application |
|
IAS 21 |
The Effects of Changes in Foreign Exchange Rates Lack of Exchangeability (Amendment to IAS 21 The Effects of Changes in Foreign Exchange Rates) |
|
IFRS 7 |
Financial Instruments: Disclosures Amendments regarding supplier finance arrangements |
|
IFRS 16 |
Leases Amendments to clarify how a seller-lessee subsequently measures sale and leaseback transactions |
|
IAS 1 |
Presentation of Financial Statements Amendments regarding the classification of liabilities Amendments to defer effective date if January 2020 amendments Amendments regarding classification of debt with covenants |
|
IAS 7 |
Statement of Cash Flows Amendments regarding supplier finance arrangements |
New standards, amendments and interpretations not yet adopted by the Company
|
Standards/ interpretations |
Application |
Effective date |
|
|
|
IFRS 7
|
Financial Instruments: Disclosures - Amendments regarding the classification and measurement of financial instruments Amendments resulting from Annual Improvements to IFRS Accounting Standards - Volume 11 (including implementation guidance) |
01/01/2026 |
||
|
IFRS 9 |
Financial Instruments - Amendments regarding the classification and measurement of financial instruments Amendments resulting from Annual Improvements to IFRS Accounting Standards - Volume 11 |
01/01/2026 |
||
|
IFRS 10 |
Consolidated Financial Statements Amendments resulting from Annual Improvements to IFRS Accounting Standards - Volume 11 |
01/01/2026 |
||
|
IFRS 18 |
Presentation and Disclosures in Financial Statements Original Issue |
01/01/2027 |
||
|
IFRS 19 |
Subsidiaries without Public Accountability: Disclosures Original issue |
01/01/2027 |
||
|
IAS 7 |
Statement of Cash Flows Amendments resulting from Annual Improvements to IFRS Accounting Standards - Volume 11 |
01/01/2026 |
||
Accounting Policies continued
There are no IFRS's or IFRIC interpretations that are not yet effective that would be expected to have a material impact on the Company.
Revenue
Revenue comprises Delegator Yield and Maximum Extractable Value (MEV). Revenue is recognised on the earned Solana at the date of receipt of the earned Solana as this happens every Epoch which is generally 3-4 days. This is recognised at the prevailing Solana price on the date of receipt.
Intangible assets
Cryptocurrencies
The Company holds cryptocurrencies which do not qualify for recognition as cash and cash equivalents or financial assets. The Company does not meet the definition of a broker-trader under IAS 2 "Inventories" as the assets are not principally acquired for the purpose of selling in the near future and brokerage in nature.
Considering this, the cryptocurrencies have been classified as Intangible Assets in accordance with IAS 38 and the revaluation model has been applied as there is an active market for the digital assets. The assets are identifiable, separable and future economic benefits are expected. Intangible assets held are measured initially at cost and are subsequently carried at a revalued amount based on fair value.
Revaluation increases in the carrying amount are recognised in other comprehensive income and accumulated in the revaluation surplus within equity. Revaluation decreases which offset previous increases are charged in other comprehensive income and reduce the revaluation surplus accumulated in equity. All other decreases are charged to the income statement. Subsequent revaluation increases which reverse previous decreases charged to the income statement are credited to the income statement to the extent of the previous decreases charged.
The cumulative revaluation surplus included in equity is transferred directly to retained earnings when the surplus is realised.
As disclosed in note 3, during the current year, the Company reviewed its accounting policy for the treatment of fair value movements in its cryptocurrency holdings.
The cryptocurrencies have indefinite useful lives and are reviewed at each reporting period to determine whether events and circumstances continue to support an indefinite useful life assessment for that asset.
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 Company shall only recognise a financial instrument when the Company 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 Company 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".
Accounting Policies continued
Financial Instruments continued
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 Company 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 Company 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 Company applies the simplified approach in calculating ECLs, as permitted by IFRS 9. Therefore, the Company 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 Company'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 Company 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 Company has transferred substantially all the risks and rewards of the asset, or (b) the Company has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.
The Company'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 Company 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 Company 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.
Accounting Policies continued
Financial Instruments continued
Financial liabilities
When the terms of a financial liability are modified the Company 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 Company'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.
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.
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.
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.
Share based payments
Equity-settled and cash-settled share-based compensation benefits are provided to employees.
Equity-settled transactions are awards of shares, or options over shares, that are provided to employees in exchange for the rendering of services. Cash-settled transactions are awards of cash for the exchange of services, where the amount of cash is determined by reference to the share price.
The cost of equity-settled transactions is measured at fair value on grant date. Fair value is independently determined using the Black-Scholes option pricing model that takes into account the exercise price, the term of the option, the impact of dilution, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk free interest rate for the term of the option, together with non-vesting conditions that do not determine whether the consolidated entity receives the services that entitle the employees to receive payment. No account is taken of any other vesting conditions.
The cost of equity-settled transactions is recognised as an expense with a corresponding increase in equity over the vesting period. The cumulative charge to profit or loss is calculated based on the grant date fair value of the award,
Accounting Policies continued
Share based payments continued
the best estimate of the number of awards that are likely to vest and the expired portion of the vesting period. The amount recognised in profit or loss for the period is the cumulative amount calculated at each reporting date less amounts already recognised in previous periods.
The cost of cash-settled transactions is initially, and at each reporting date until vested, determined by applying the Black Scholes option pricing model, taking into consideration the terms and conditions on which the award was granted. The cumulative charge to profit or loss until settlement of the liability 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 expired portion of the vesting period.
• from the end of the vesting period until settlement of the award, the liability is the full fair value of the liability at the reporting date.
All changes in the liability are recognised in profit or loss. The ultimate cost of cash-settled transactions is the cash paid to settle the liability.
Market conditions are taken into consideration in determining fair value. Therefore, any awards subject to market conditions are considered to vest irrespective of whether or not that market condition has been met, provided all other conditions are satisfied.
If equity-settled awards are modified, as a minimum an expense is recognised as if the modification has not been made. An additional expense is recognised, over the remaining vesting period, for any modification that increases the total fair value of the share-based compensation benefit as at the date of modification.
If the non-vesting condition is within the control of the consolidated entity or employee, the failure to satisfy the condition is treated as a cancellation. If the condition is not within the control of the consolidated entity or employee and is not satisfied during the vesting period, any remaining expense for the award is recognised over the remaining vesting period, unless the award is forfeited.
If equity-settled awards are cancelled, it is treated as if it has vested on the date of cancellation, and any remaining expense is recognised immediately. If a new replacement award is substituted for the cancelled award, the cancelled and new award is treated as if they were a modification.
2. 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:
2.1 Share-based payment transactions
The Company measures the cost of equity-settled transactions with employees by reference to the fair value of the equity instruments at the date at which they are granted. The fair value is determined by using either the Black-Scholes
model taking into account the terms and conditions upon which the instruments were granted. The accounting estimates and assumptions relating to equity-settled share-based payments would have no impact on the carrying amounts of assets and liabilities within the next annual reporting period but may impact profit or loss and equity. This estimate will affect the share based payments expense in the statement of profit or loss and other comprehensive income and share based payment reserve on the statement of financial position. The specific estimates are the timing of exercise and the volatility index used.
2.2 Cryptocurrencies
The Company holds a variety of cryptocurrencies at the reporting date.
The Company has determined that most cryptocurrency assets are highly volatile financial instruments which are most commonly recognised in accordance with IAS 38 - Intangible Assets. At each reporting date, all coins that are held within Intangible Assets are revalued at each reporting date through Other comprehensive income.
Critical accounting estimates and judgements continued
2.3 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 Company at each reporting date using any available financial information or reports available to them at that time. The Company'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 21.
3. Change in Accounting Policy - Fair value measurement of Cryptocurrencies
During the current year, the Company reviewed its accounting policy for the treatment of fair value movements in its cryptocurrency holdings. Previously, the Company recognised unrealized gains and losses arising from changes in the fair value of cryptocurrencies directly in the Statement of Profit or Loss.
The change in accounting policy has been applied retrospectively in accordance with IAS8. As a result, comparative figures have been restated. The impact of the change on the prior year's financial statements is as follows:
|
|
2024 presented £'000 |
Adjustment £'000 |
2024 restated £'000 |
|
Other comprehensive income |
- |
3,030 |
3,030 |
|
Profit/(loss) for the year after taxation |
2,456 |
(3,030) |
(574) |
|
Earnings/(loss) per share |
0.17p |
(0.21p) |
(0.04p) |
|
Retained earnings |
(5,882) |
(3,632) |
(9,514) |
|
Revaluation reserve |
- |
3,533 |
3,533 |
The figures at 1 November 2023 (earliest prior period presented) did not require any restatement as this period previously recognised fair value movements in cryptocurrencies through Other Comprehensive Income.
4. Segmental information
The Board has determined that the Company is operating in a single operating segment being that of decentralised technologies and cryptocurrencies.
Due to the nature of decentralised networks and cryptocurrencies, it is not possible to provide a geographical split of the Company's income stream and its assets as cryptocurrencies are traded worldwide and are not specific to a geographical area.
5. Revenue
|
|
|
2025 |
|
2024 £'000 |
|
Solana Yield and MEV |
|
564 |
|
89 |
|
|
|
564 |
|
89 |
The Company generated revenue in the form of Delegator Yield and Maximum Extractable Value (MEV) by offering a platform whereby owners of Solana could stake their tokens.
6. Other operating income
|
|
|
2025 |
|
2024 £'000 |
|
Other operating income |
|
153 |
|
25 |
|
|
|
153 |
|
25 |
For the year ended 31 October 2025, Other operating income relates to dividends received.
For the year ended 31 October 2024, Other operating income relates to income earned from the utilisation of the London Carbon Exchange platform by a related party (refer to note 21).
7. Administrative expenses
|
|
|
2025 |
|
2024 £'000 |
|
Directors' fees |
|
288 |
|
172 |
|
Directors' salaries & wages |
|
33 |
|
33 |
|
Professional fees |
|
357 |
|
235 |
|
Accountancy fees |
|
63 |
|
54 |
|
Audit fees |
|
28 |
|
25 |
|
Bank charges |
|
63 |
|
11 |
|
Other expenses |
|
72 |
|
64 |
|
|
|
904 |
|
594 |
8. Finance Income
|
|
|
2025 |
|
2024 £'000 |
|
Interest income |
|
1 |
|
- |
|
|
|
1 |
|
- |
9. Directors' and key management personnel
Directors' remuneration for the year ended 31 October 2025 is as follows:
|
|
Salary £'000 |
Fees £'000 |
|
|
Share based payment £'000 |
Total 2025 £'000 |
|
MS Edwards |
- |
97 |
- |
- |
121 |
218 |
|
NJ Lyth |
33 |
119 |
4 |
- |
61 |
217 |
|
RM Rutledge |
- |
72 |
- |
- |
12 |
84 |
|
|
33 |
288 |
4 |
- |
194 |
519 |
Directors' remuneration for the year ended 31 October 2024 was as follows:
|
|
Salary £'000 |
Fees £'000 |
|
|
Share based payment £'000 |
Total 2024 £'000 |
|
MS Edwards |
- |
96 |
- |
- |
- |
96 |
|
NJ Lyth |
33 |
40 |
3 |
1 |
- |
77 |
|
RM Rutledge |
- |
36 |
- |
- |
- |
36 |
|
|
33 |
172 |
3 |
1 |
- |
209 |
Emoluments above are paid in full at the end of both financial years.
During the year, the Company had an average of 3 employees who were management (2024: 3). The employees are Directors and key management of the Company. There are no employees other than Directors.
10. Taxation
The tax assessed on loss before tax for the year differs to the applicable corporation tax rate in the UK of 25% (2024: 25%). The differences are explained below:
|
|
2025
|
|
2024 restated* £'000 |
|
Loss before tax |
12 |
|
574 |
|
|
|
|
|
|
Loss before tax multiplied by effective rate of corporation tax of 25% (2024: 25%) |
(3) |
|
(144) |
|
Effect of: |
|
|
|
|
Tax exempt income |
(38) |
|
(7) |
|
Non-deductible expenses |
57 |
|
26 |
|
Capital gains on disposal of assets |
485 |
|
22 |
|
Capital losses on disposal of assets |
(23) |
|
|
|
Fair value movement in investments |
(237) |
|
63 |
|
Loss on disposal of assets |
145 |
|
- |
|
Losses not yet utilised |
- |
|
40 |
|
Brought forward losses utilised |
(385) |
|
|
|
Tax charge in the income statement |
- |
|
- |
*The comparative information has been restated as a result of the change in accounting policy as discussed in note 3.
The Company has incurred tax losses for the year and a corporation tax expense is not anticipated. The amount of the unutilised tax losses has not been recognised in the financial statements as the recovery of this benefit is dependent on future profitability, the timing of which cannot be reasonably foreseen. The unrecognised and revised deferred tax asset at 31 October 2025 is 163k (2024:
11. Loss per ordinary share
The loss for the year and number of shares used in the calculation of loss per ordinary share are set out below:
|
|
2025
£'000 |
|
2024 restated* £'000 |
|
Basic: |
|
|
|
|
Loss for the financial period |
(12) |
|
(574) |
|
Weighted average number of shares |
1,525,291,399 |
|
1,464,679,198 |
|
Loss per share (pence) |
- |
|
(0.04) |
|
|
|
|
|
|
|
2025
£'000 |
|
2024 restated* £'000 |
|
Fully Diluted: |
|
|
|
|
Loss for the financial period |
(12) |
|
(574) |
|
Weighted average number of shares |
1,525,291,399 |
|
1,464,679,198 |
|
Loss per share (pence) |
- |
|
(0.04) |
*The comparative information has been restated as a result of the change in accounting policy as discussed in note 3.
For the both the year ended 31 October 2025 and 31 October 2024, there is no difference between the basic loss per share and the diluted loss per share due to the loss position of the Company.
12. Intangible Assets - cryptocurrencies
|
|
2025 |
|
2024 £'000 |
|
Cost |
|
|
|
|
At start of the year |
3,998 |
|
937 |
|
Additions |
1,458 |
|
114 |
|
Yield income/revenue |
564 |
|
89 |
|
Fair value gains on cryptocurrencies |
206 |
|
3,030 |
|
Disposals |
(724) |
|
(129) |
|
Exchange difference |
(7) |
|
(43) |
|
At end of the year |
5,495 |
|
3,998 |
|
|
|
|
|
|
Net book value |
5,495 |
|
3,998 |
At the year end, the Company held cryptocurrencies as detailed below:
|
|
2025 |
|
2024 |
||
|
|
Number of tokens |
Fair value |
|
Number of tokens |
Fair value £'000 |
|
Bitcoin BTC |
5.90063 |
492 |
|
1.45960 |
82 |
|
Solana SOL |
33 358.43 |
4,747 |
|
29 009.84 |
3,916 |
|
Bittensor TAO |
355.20 |
130 |
|
- |
- |
|
Meme |
-* |
126 |
|
- |
- |
|
|
|
5,495 |
|
|
3,998 |
* the Memecoins are made up of a various smaller tokens
Any unrealised gains arising on the revaluation of the intangible assets-cryptocurrencies are allocation to the revaluation reserve account and are non-distributable.
13. Investments
|
|
|
Share in group undertakings £'000 |
Listed investments £'000 |
Unlisted investments £'000 |
Total £'000 |
|
Year ended 31 October 2025
Cost |
|
|
|
|
|
|
Opening Balance - 1 November 2024 |
|
10 |
1,868 |
- |
1,878 |
|
Additions |
|
- |
- |
- |
- |
|
Disposals |
|
- |
(1,646) |
- |
(1,646) |
|
Impairments |
|
- |
- |
- |
- |
|
Revaluations |
|
- |
947 |
- |
947 |
|
At 31 October 2025 |
|
10 |
1,169 |
- |
1,179 |
|
Net book value 31 October 2025 |
|
10 |
1,169 |
- |
1,179 |
13. Investments continued
|
Year ended 31 October 2024
Cost |
|
|
|
|
|
|
Opening Balance - 1 November 2023 |
|
10 |
1,943 |
- |
1,953 |
|
Additions |
|
- |
33 |
197 |
230 |
|
Disposals |
|
- |
(16) |
(37) |
(53) |
|
Impairments |
|
- |
(33) |
(160) |
(193) |
|
Revaluations |
|
- |
(59) |
- |
(59) |
|
At 31 October 2024 |
|
10 |
1,868 |
- |
1,878 |
|
Net book value 31 October 2024 |
|
10 |
1,868 |
- |
1,878 |
There were no new investments in the current year.
In the prior year the Company made the following investments which were all impaired in the prior year
·
·
·
·
During the current year, the following investments were disposed of:
· entire holding of 30,000k shares in Phoenix Digital Assets PLC with a value of
· 36,500k shares in NYCE International PLC (previously Challenger X PLC) with a value of
In the prior year, the following investments were disposed of:
· 1,238k Flex Lab shares with a value of
· 4,000k shares in ChallengerX with a value of
The country of incorporation and investment class for investments held by the Company at 31 October 2025 are listed below:
|
|
£'000 |
Country of Incorporation |
Investment class |
|
|
|
|
|
|
London Carbon Exchange Ltd |
10 |
United Kingdom |
Subsidiary - Unlisted |
|
NYCE International PLC (previously Challenger X PLC)
|
177 |
United Kingdom |
Listed |
|
Satsuma Technology PLC |
992 |
United Kingdom |
Listed |
|
|
1,179 |
|
|
The Company has the following investment directly in subsidiaries at 31 October 2025:
|
Name and registered address of company |
Share- holding |
Value of share-holding £'000 |
Country of incorporation |
Nature of business |
|
London Carbon Exchange Ltd
16 9th Floor, Great Queen Street, London United Kingdon, WC2B 5DG |
100% |
10 |
United Kingdom |
Non-trading |
13. Investments continued
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 Company assesses at each balance sheet date whether there is any objective evidence that the unquoted investments are impaired. The unquoted investments are deemed to be impaired, if and only if, there is objective evidence of impairment as a result of one or more events that have occurred after the initial recognition of the asset (an incurred 'loss event') and that loss event (or events) has an impact on the estimated future fair value of the investments that can be reliably measured.
14. Trade and other receivables
|
|
2025 |
|
2024 £'000 |
|
Prepayments |
8 |
|
4 |
|
Other debtors |
11 |
|
- |
|
|
19 |
|
4 |
15. Cash and cash equivalents
|
|
2025 |
|
2024 £'000 |
|
Cash at bank |
113 |
|
60 |
|
|
113 |
|
60 |
The Directors consider that the carrying value of cash and cash equivalents approximates their fair value.
16. Interest-bearing loans and borrowings
On 11 March 2025, the Company entered into a secured credit facility agreement with AMINA Bank AG, a FINMA-regulated Swiss bank, for a principal amount of up to
The loan is secured by cryptocurrencies provided as collateral.
|
|
Maturity |
2025 |
|
2024 £'000 |
|
Secured credit facility |
Rolling 1 month |
762 |
|
- |
|
|
|
762 |
|
- |
17. Trade and other payables
|
|
2025 |
|
2024 £'000 |
|
Trade creditors |
91 |
|
63 |
|
Accrued expenses |
85 |
|
22 |
|
VAT payable |
- |
|
- |
|
Social security and other taxes |
1 |
|
1 |
|
|
177 |
|
86 |
18. Issued share capital and reserves
Share capital
|
|
Issued and fully paid |
||||||
|
Allotted and issued ordinary shares of |
2025 Number |
|
2025 |
|
2024 Number |
|
2024 |
|
At beginning of the year |
1,603,225,646 |
|
1,603 |
|
1,211,225,646 |
|
1,211 |
|
Shares issued in the year |
- |
|
- |
|
392,000,000 |
|
392 |
|
At end of the year |
1,603,225,646 |
|
1,603 |
|
1,603,225,646 |
|
1,603 |
During the year ended 31 October 2025 there were no shares issued.
During the year ended 31 October 2024 the following shares were issued:
|
|
Number |
|
£'000 |
|
Issue price |
|
4 March 2024 |
242,000,000 |
|
242 |
|
0.1p |
|
18 March 2024 |
150,000,000 |
|
150 |
|
0.15p |
|
|
392,000,000 |
|
392 |
|
|
Share premium and Distributable reserve
|
|
|
Share premium £'000 |
|
Distributable reserve £'000 |
|
Balance at 1 November 2024 |
|
- |
|
9,892 |
|
Shares issued in the year |
|
- |
|
- |
|
Cancellation of share premium account |
|
- |
|
- |
|
Balance at 31 October 2025 |
|
- |
|
9,892 |
In the prior year, as part of the intended Share buyback process, the Company confirmed the reduction of the Share
capital by way of cancellation of its Share premium account and the creation of a Distributable reserve account.
Treasury shares
|
|
|
Number |
|
£'000 |
|
At 1 November 2024 and 1 November 2025 |
|
- |
|
- |
|
Acquired during the year |
|
154,000,000 |
|
375 |
|
At 31 October 2024 and 31 October 2025 |
|
154,000,000 |
|
375 |
During the prior year, at the Annual General Meeting held on 7 May 2024, the Company was granted authorisation by its shareholders to purchase up to a maximum of 1,300,000 shares representing approximately 90% of the issued capital of the Company as of 5 April 2024.
During the year the Company repurchased 154,000,000 ordinary shares (2024: Nil) for a total consideration of
18. Issued share capital and reserves continued
Revaluation reserve
|
|
2025
|
|
2024 restated* £'000 |
|
At start of the year (as reported) |
3,533 |
|
- |
|
Effect of change in accounting policy |
|
|
503 |
|
At start of the year |
|
|
503 |
|
Fair value gains on cryptocurrencies |
206 |
|
3,030 |
|
Realised gains on disposal of cryptocurrencies |
(417) |
|
- |
|
At end of the year |
3,322 |
|
3,533 |
The Revaluation reserve represents the cumulative gains or losses in the value of cryptocurrencies held as intangible assets (refer to note 12).
19. Share based payments
Share warrants
|
|
2025 |
|
2024 |
||
|
|
Weighted average exercise price (p) |
Number |
|
Weighted average exercise price (p) |
Number |
|
Outstanding at the beginning of the year |
4.29 |
64,700,000 |
|
3.21 |
96,200,000 |
|
Granted during the year |
0.325 |
160,000,000 |
|
- |
- |
|
Lapsed during the year |
- |
- |
|
1.45 |
31,500,000 |
|
Outstanding at the end of the year |
1.47 |
224,700,000 |
|
4.29 |
64,700,000 |
|
Exercisable at the end of the year |
1.47 |
158,033,333 |
|
4.29 |
64,700,000 |
At 31 October 2025, the Company had the following warrants in issue:
.
|
Date of grant |
|
30 April 2021 |
|
8 January 2022 |
|
6 January 2025 |
|
Number outstanding |
|
9,100,000 |
|
55,600,000 |
|
160,000,000 |
|
Contractual life |
|
5 years |
|
4 years |
|
10 years |
|
Exercise price (pence) |
|
3 |
|
4.5 |
|
0.325 |
The fair value of warrants is determined using the Black-Scholes valuation model.
20. Financial Instruments and Risk Management
Capital Management
The Company manages its capital to ensure that the Company will be able to continue as a going concern while maximising the return to stakeholders. The overall strategy of the Company is to minimise costs and liquidity risk whilst simultaneously maximising value to shareholders.
The capital structure of the Company consists of equity attributable to equity holders of the Company, 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 Company ensures the definition and control of the risk management policy. The objective of this policy is to identify and analyse the risks facing the Company, 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 Company. The Company, 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 Company's competitiveness and flexibility. Further details regarding these policies are:
Principal financial instruments
The principal financial instruments used by the Company from which the financial risk arises are as follows:
The Company's principal financial instruments comprise cash and cash equivalents, cryptocurrencies, investments in securities and trade and other payables. The Company'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 1 - "Accounting Policies".
The Company 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 Company's credit risk is attributable to cash and cash equivalents and trade and other receivables.
Cash is deposited with reputable financial institutions with a high credit rating. The maximum credit risk relating to cash and cash equivalents and trade and other receivables is equal to their carrying value of
Derivatives, financial instruments and risk management
The Company 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.
Crypto Risk
The Company has significant crypto assets. The historical volatility of crypto is significant and typically greater than other asset classes and this presents a risk as to the assumed ongoing carrying value of these crypto assets.
Foreign currency risk
The Company 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 Company is to ensure that it has the ability to pay all of its liabilities as they fall due. The Company monitors its levels of working capital to ensure that it can meet its liabilities as they fall due.
Interest rate risk
The Company income and operating cash flows are substantially independent of changes in market interest rates.
21. Financial Instruments
Set out below is an overview of financial instruments held by the Company:
|
|
|
|
2025 |
2024 |
|
|
Notes |
|
£'000 |
£'000 |
|
Financial assets at fair value through profit and loss |
|
|
|
|
|
Investments |
13 |
|
1,179 |
1,878 |
|
Total |
|
|
1,179 |
1,878 |
|
Financial assets at amortised cost |
|
|
|
|
|
Trade and other receivables1 |
14 |
|
11 |
- |
|
Cash and cash equivalents |
15 |
|
113 |
60 |
|
Total |
|
|
124 |
60 |
|
Financial liabilities at amortised cost |
|
|
|
|
|
Interest-bearing loans and borrowings |
16 |
|
762 |
- |
|
Trade payables and other payables2 |
17 |
|
92 |
64 |
|
Total |
|
|
854 |
64 |
|
1Trade and other receivables excludes prepayments 2Trade and other payables excludes accruals |
|
|
|
|
Fair value of measurement of financial instruments
The Company 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 October 2025 |
|
|
|
|
|
|||
|
Financial assets at fair value |
1,169 |
|
10 |
|
- |
|||
|
At 31 October 2024 |
|
|
|
|
|
|||
|
Financial assets at fair value |
1,868 |
|
10 |
|
- |
|||
22. Related party transactions
Full details of directors' remuneration are provided at Note 9 to these financial statements.
The Company made payments to the following companies controlled by the Directors in relation to their directors' fees.
|
|
|
2025 |
|
2024 £'000 |
|
Marallo Holdings Inc - MS Edwards |
|
97 |
|
96 |
|
Dark Peak Services Ltd - NJ Lyth |
|
119 |
|
40 |
|
Carraway Corp - RM Rutledge |
|
72 |
|
36 |
|
|
|
288 |
|
165 |
At year-end of both financial years there were no amount owing to the Directors.
The share options that were awarded to MS Edwards and RM Rutledge were issued in the name of the companies controlled by the respective directors.
During the year, the Company sold its entire holding in Phoenix Digital Assets PLC (refer to Note 13). MS Edwards and NJ Lyth are directors of Phoenix Digital Assets PLC.
During the prior year, there was an investment of £10k in Roundhouse Pte Ltd (refer to Note 13). MS Edwards is a director of Roundhouse Pte Ltd.
During the prior year, the Company earned income from Ora Technology PLC, through their use of the London Carbon Exchange platform (refer to note 6). MS Edwards and NJ Lyth are both directors of Ora Technology PLC.
23. Ultimate Controlling Party
As at 31 October 2025, the Company considers that there is no ultimate controlling party.
24. Post Balance Sheet Events
Following year end, there has been a reduction in the value of crypto tokens with the value of Solana having reduced
from $187.21 at 31 October 2025 to $83.84 at 29 April 2026.
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