Stack BTC Plc – Unaudited Interim Report

10 April 2026

Stack BTC Plc

(«the Company»)

Unaudited Interim Report

Stack BTC Plc («STAK» or the «Company»), the UK-based company focused on
building a portfolio of high-quality, cash-generative businesses, alongside a
Bitcoin treasury, announces its unaudited interim report for the six-month
period ended 31 January 2026.

Highlights:

· Completion of recapitalisation and Admission of New Ordinary Shares to AQSE
Growth Market
· Kwasi Kwarteng appointed Executive Chairman and Paul Withers as Director
· Change of company name to Stack BTC Plc

Post-Period

· Raised £4,277,900 in aggregate through equity fundraisings including
strategic investment from Nigel Farage and Blockchain.com
· Purchased 31 BTC
· Appointments of David Galan as COO and Director and Melisa Lawton as Non
-Executive Director

Kwasi Kwarteng, Executive Chairman of STAK commented:

«The first half of the year marked significant structural progress, with the
capital restructuring and implementing our new strategy of building a portfolio
of small companies to support our Bitcoin accumulation. Since then, we have
completed a series of fundraisings and attracted strategic investors which has
enabled Stack to make its first Bitcoin purchases. The Board is now focused on
delivering its first acquisition and advancing its dual strategy, whilst
strengthening Stack’s profile as a leading, well-governed Bitcoin treasury
company.»

For further information please contact:

+————————-+————————–+
|Stack BTC Plc |[email protected] |
| | |
|Jai Patel | |
| | |
|Chief Executive Officer | |
+————————-+————————–+
|VSA Capital Limited (AQSE|+44 (0) 20 3005 5000 |
|Corporate Adviser and | |
|Broker) |[email protected] |
| | |
|Andrew Raca | |
| | |
|Sam Gurung | |
+————————-+————————–+
|Yellow Jersey PR |+44 (0) 774 7788 221 |
| | |
|Charles Goodwin |[email protected]|
+————————-+————————–+

About Stack BTC Plc

Stack BTC Plc is a UK-based operating company with a clear long-term objective:
to build a portfolio of high-quality, cash-generative businesses and deploy the
resulting surplus capital into Bitcoin as a strategic treasury asset. Our model
combines disciplined mergers and acquisitions with long-term capital
stewardship, creating a scalable platform for value creation and balance-sheet
strength.

Further information on the Company is available at
https://www.stackbitcoin.co.uk/.

For latest news and updates from the Company, investors can register at:
https://www.stackbitcoin.co.uk/register-interest

MANAGEMENT REPORT

FOR THE PERIOD ENDED 31 JANUARY 2026

Background and Context

Stack BTC Plc (the «Company») was incorporated and admitted to trading on the
Aquis Growth Market in its prior form as Kasei Digital Assets Plc, a digital
assets investment company. Following a strategic review and recapitalisation,
the Board resolved to reposition the Company as an operating company focused on
acquiring profitable businesses alongside a Bitcoin treasury – a model that the
Directors believe offers shareholders a compelling opportunity.

The Company’s mission is to acquire and operate a group of businesses which will
enable the Company to accumulate and maximise Bitcoin per share. The Company
will operate a dual-engine strategy, through the disciplined combination of
capital markets activity and strategic business acquisitions.

The Directors believe that this model of focusing strongly on the acquisition of
profitable operating companies will redefine and relaunch investor appetite in
the newly emerging ‘Bitcoin Treasury’ sector and more firmly establish both
institutional and retail investor interest in listed companies that hold Bitcoin
as a core treasury asset.

A critical precondition to commencing the new strategy was the completion of a
capital reduction to return capital to the shareholders. The Directors are
pleased to confirm that this capital reduction was completed during the period
under review and has been duly reflected in the financial statements. The Board
considers this a foundational step, formally drawing a line under the prior
business model and establishing a clean balance sheet from which the Company can
execute its strategy with clarity and purpose.

Fundraising and Capital Deployment

Since formally launching its new acquisitions and Bitcoin treasury strategy, the
Company has raised £4,277,900 in aggregate through equity fundraisings. The
Directors are encouraged by the level of investor engagement received since the
relaunch and regard the capital raised to date as a meaningful validation of the
proposition. The Board recognises that the Company remains at an early stage of
its development and that these initial steps represent the first phases of
execution of its business strategy.

Outlook and Priorities

The six months ended 31 January 2026 have been a period of significant
structural progress for the Company. The completion of the capital reduction,
the formalisation of the new strategy, and the initial fundraising activity
represent the foundations upon which the Board intends to build. The Company has
also entered into a strategic partnership and welcomed leading industry player,
Blockchain.com as a long-term investor in the Company. The Company also received
widespread press attention as it welcomed Nigel Farage, also as a long-term
investor.

Looking ahead, the Board’s main priority is to execute the acquisition of its
first operating business, to set the dual-engine Bitcoin accumulation strategy
in motion. The Board has begun its search phase and is currently reviewing and
in discussions with several potential acquisition targets. M&A activity takes
time to move through the various search, due diligence, legal, accounting and
regulatory phases and the Board is working diligently in this regard. Secondly,
the Board will continue to raise capital through the capital markets, where
appropriate and depending on market conditions, through additional issuances
which grow Bitcoin holdings per share in an accretive manner for shareholders.
Thirdly, the Board intends to build the Company’s profile within the investment
community, both in the UK and internationally as a differentiated and well
-governed Bitcoin treasury vehicle.

[image]

PROFIT AND LOSS ACCOUNT

FOR THE PERIOD ENDED 31 JANUARY 2026

Note 31 January 31 July

2026 2025

£ £
Turnover 3 58,499 65,864
Gross profit [image] [image]

58,499 65,864
Administrative expenses (187,997) (288,344)
Other operating income 19,701 2,283,404
Operating (loss)/profit 4 [image] [image]

(109,797) 2,060,924
Tax on (loss)/profit – (599,071)
(Loss)/profit for the financial [image][image] [image]
period
(109,797) [image]1,461,853
The notes on pages 7 to 12 form
part of these financial
statements.

BALANCE
SHEET

AS AT 31
JANUARY
2026
Note 31 January 31 July

2026 2025

£ £
Fixed
assets
Intangible 7 – 600,723
assets
[image] [image]

– 600,723
Current
assets
Debtors: 8 – 19,359
amounts
falling due
within one
year
Cash at 9 51,079 2,921,259
bank and in
hand
[image] [image]

51,079 2,940,618
Creditors: 10 (25,145) (196,232)
amounts
falling due
within one
year
Net current [image] 25,934 [image] 2,744,386
assets
Total [image] [image]
assets less
current 25,934 3,345,109
liabilities
Net assets [image][image] [image]

25,934 [image]3,345,109
Capital and
reserves
Called up 11 200,000 332,284
share
capital
Share 593,968 3,789,677
premium
account
Capital – (27,992)
redemption
reserve
Other – (414,579)
reserves
Profit and (768,034) (334,281)
loss
account
[image] [image]

25,934 3,345,109

The notes on pages 7 to 12 form part of these financial statements.[image]

STACK BTC PLC

[image]

STATEMENT
OF
CHANGES IN
EQUITY

FOR THE
PERIOD
ENDED 31
JANUARY
2026
Called up Share premium Capital Other
Profit and
redemption
share capital account reserve reserves
loss account Total equity
£ £ £ £ £
£
At 1 August 332,284 3,789,677 (27,992) 1,120,562
(1,796,134) 3,418,397
2024
Profit for – – – –
1,461,853 1,461,853
the
year
Movement in – – – (1,535,141) –
(1,535,141)
fair
value
At 1 August [image] [image] [image] [image]
[image] [image]
2025
332,284 3,789,677 (27,992) (414,579)
(334,281) 3,345,109
Loss for – – – –
(109,797) (109,797)
the
period
Movement in – – – 90,623 –
90,623
fair
value
Shares 200,000 – – – –
200,000
issued
during the
period
Shares – (3,167,717) – – –
(3,167,717)
redeemed
during the
period
Shares (332,284) – – – –
(332,284)
cancelled
during the
period
Transfer – (27,992) 27,992 – –
–
between
reserves
Transfer – – – 323,956
(323,956) –
between
reserves
At 31 [image][image] [image][image] [image][image] [image][image]
[image][image] [image][image]
January
2026 200,000 593,968 – –
(768,034) 25,934
The notes
on
pages 7 to
12
form
part of
these
financial
statements.

Page 4

NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 JANUARY 2026

1.            General information

Stack BTC Plc is a public limited company limited by shares and incorporated in
England. Its registered office is 85 Charlotte Street, London, England, W1T 4PS,
United Kingdom.

The Company’s shares are traded on the Aquis Stock Exchange Growth Market under
ticker STAK and ISIN number GB00BSMKZ421.

The company is focused on building a portfolio of high-quality, cash-generative
businesses, alongside a Bitcoin treasury. Operating businesses are intended to
ensure that the company has recurring revenues, profits and positive cash flow
that can enable the company’s treasury to grow in a non-dilutive way, alongside
capital market activities. STAK’s Bitcoin treasury strategy is a result of
management’s strong conviction in Bitcoin’s characteristics as a promising long
-term store of value when accumulated appropriately and backed by real economic
activity.

The interim financial statements for the six months ended 31 January 2026 are
unaudited and have not been reviewed by the Company’s auditors Brindley
Goldstein.

2.             Accounting policies

2.1     Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention
unless otherwise specified within these accounting policies and in accordance
with Financial Reporting Standard 102, the Financial Reporting Standard
applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the
use of certain critical accounting estimates. It also requires management to
exercise judgment in applying the Company’s accounting policies.

The following principal accounting policies have been applied:

2.2     Foreign currency translation Functional and presentation currency

The Company’s functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using
the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the
closing rate. Non-monetary items measured at historical cost are translated
using the exchange rate at the date of the transaction and non-monetary items
measured at fair value are measured using the exchange rate when fair value was
determined.

Foreign exchange gains and losses resulting from the settlement of transactions
and from the translation at period-end exchange rates of monetary assets and
liabilities denominated in foreign currencies are recognised in profit or loss
except when deferred in other comprehensive income as qualifying cash flow
hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash
equivalents are presented in the Profit and Loss Account within ‘finance income
or costs’. All other foreign exchange gains and losses are presented in profit
or loss within ‘other operating income’.

NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 JANUARY 2026

2.Accounting policies (continued)

2.3     Revenue

Revenue is recognised to the extent that it is probable that the economic
benefits will flow to the Company and the revenue can be reliably measured.
Revenue is measured as the fair value of the consideration received or
receivable, excluding discounts, rebates, value added tax and other sales taxes.
The following criteria must also be met before revenue is recognised:

2.4     Taxation

Tax is recognised in profit or loss except that a charge attributable to an item
of income and expense recognised as other comprehensive income or to an item
recognised directly in equity is also recognised in other comprehensive income
or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws
that have been enacted or substantively enacted by the balance sheet date in the
countries where the Company operates and generates income.

2.5     Intangible assets

Intangible assets are initially recognised at cost. After recognition, under the
revaluation model, intangible assets shall be carried at a revalued amount,
being its fair value at the date of revaluation less any subsequent accumulated
amortisation and subsequent impairment losses – provided that the fair value can
be determined by reference to an active market.

Revaluations are made with sufficient regularity to ensure that the carrying
amount does not differ materially from that which would be determined using fair
value at the end of the balance sheet date.

All intangible assets are considered to have a finite useful life. If a reliable
estimate of the useful life cannot be made, the useful life shall not exceed ten
years.

2.6     Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Investments in unlisted Company shares, whose market value can be reliably
determined, are remeasured to market value at each balance sheet date. Gains and
losses on remeasurement are recognised in the Profit and Loss Account for the
period. Where market value cannot be reliably determined, such investments are
stated at historic cost less impairment.

2.7     Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans
receivable are measured initially at fair value, net of transaction costs, and
are measured subsequently at amortised cost using the effective interest method,
less any impairment.

NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 JANUARY 2026

2.Accounting policies (continued)

           2.8           Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions
repayable without penalty on notice of not more than 24 hours. Cash equivalents
are highly liquid investments that mature in no more than three months from the
date of acquisition and that are readily convertible to known amounts of cash
with insignificant risk of change in value.

2.9     Creditors

Short-term creditors are measured at the transaction price. Other financial
liabilities, including bank loans, are measured initially at fair value, net of
transaction costs, and are measured subsequently at amortised cost using the
effective interest method.

3.Turnover
An analysis of turnover by
class of business is as
follows:
31 January 31 July
2026 2025

£ £
Staking Income – 15,305
Option Premium – 14,045
Interest Income 58,499 36,514
58,499 65,864
Analysis of turnover by
country of destination:
31 January 31 July
2026 2025

£ £
United Kingdom 58,499 65,864
58,499 65,864

NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 JANUARY 2026

4.Operating (loss)/profit

The operating (loss)/profit is stated after charging:
31 January 31 July
2026 2025

£ £
Exchange differences [image]799 [image]799
5. Employees
31 January 31 July
2026 2025

£ £
Wages and salaries 27,000 54,000
Social security costs 2,700 4,212
29,700 58,212

The average monthly number of employees, including the directors, during the
period was as follows:

31 January 31 July
2026 2025
No. No.
Employees – 2

6.Directors’ remuneration

31 January 31 July
2026 2025
£ £
Directors’ emoluments 27,000 54,000

27,000 54,000

NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 JANUARY 2026

7.Intangible assets
Digital Assets

£
At 1 August 2025 600,723
Disposals [image](600,723)
At 31 January 2026 [image]-
Net book value
At 31 January 2026 [image]-
At 31 July 2025 [image]600,723
8.Debtors
31 January 31 July
2026 2025

£ £
Prepayments and accrued income – 19,359
– [image][image]

19,359
9.Cash and cash equivalents
31 January 31 July
2026 2025

£ £
Cash at bank and in hand 51,079 2,921,259
51,079 [image]

[image]2,921,259

NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 JANUARY 2026

10. Creditors: Amounts falling due within one year
31 January 31 July
2026 2025

£ £
Trade creditors 21,549 18,441
Amounts owed to group undertakings – 157,201
Other taxation and social security 3,596 6,590
Accruals and deferred income – 14,000
25,145 196,232

11.Share capital
31 January 31 July
Allotted, called up and fully paid 2026 2025

£ £
20,000,000 (2025 – 33,228,360) Shares of £0.01 each 200,000 332,284
Capital reorganisation note

During the period, the Company completed a court-approved capital reduction in
accordance with the Companies Act 2006.

The reduction involved the cancellation of the entire issued share capital and
share premium account. The resulting credit of approximately £3.5 million was
recognised in a capital reduction reserve.

This reserve was deemed distributable and was subsequently utilised to fund a
return of capital to shareholders.

Distribution

A distribution of approximately £3.5 million was made to shareholders during the
period, representing substantially all of the Company’s realised assets
following the disposal of its cryptocurrency holdings.

Share cancellation and new issue

Following the capital reduction and distribution, the existing ordinary shares
were cancelled.

The Company subsequently issued 20,000,000 new ordinary shares of £0.01 each for
cash consideration of £200,000 as part of a recapitalisation of the Company.

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