XLON:SATS ESEF Annual Report
SATSUMA TECHNOLOGY PLC (XLON:SATS)
ESEF Annual Report
2026-09-17
For: 2026-02-28
View Original
Added on
September 25, 2026
Registered number: 13279459
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED
28 FEBRUARY 2026
SATSUMA TECHNOLOGY PLC Annual Report and Financial Statements 2026
Contents page
Page
Company Information 2
Chairman’s Statement 3
Strategic Report 5
Corporate Governance Report 9
Directors’ Remuneration Report 21
Directors’ Report 25
Statement of Directors’ Responsibilities 28
Independent Auditor’s Report 29
Consolidated Statement of Comprehensive Income 35
Consolidated and Company Statements of Financial Position 36
Consolidated Statement of Changes in Equity 37
Company Statement of Changes in Equity 38
Consolidated Statement of Cash Flows 39
Company Statement of Cash Flows 40
Notes to the Financial Statements 41
SATSUMA TECHNOLOGY PLC Annual Report and Financial Statements
Company Information
2
Directors
Ranald Howard McGregor-Smith (appointed 19 December 2025)
Clive Nathan Carver (appointed 19 December 2025)
Jonathan Luis Jachym (appointed 01 August 2025)
Matthew Lodge (appointed 16 January 2025)
Patrick Charles Thomas Dean (appointed 07 April 2026)
Nicholas Lee (appointed 07 April 2026)
Company Secretary Scott Christopher Kaintz
Registered Office 9
th
Floor
16 Great Queen Street
London
United Kingdom
WC2B 5DG
Company Number 13279459
Financial Adviser Canaccord Genuity Limited
88 Wood Street
London
EC2V 7QR
Registrar Computershare Investor Services Plc
The Pavilions
Bridgwater Road
Bristol
BS13 8AE
Independent Auditor PKF Littlejohn LLP
30 Churchill Place
London
E14 5RE
Solicitors Fladgate LLP
9
th
Floor
16 Great Queen Street
London
WC2B 5DG
SATSUMA TECHNOLOGY PLC Annual Report and Financial Statements
Chairman’s Statement
3
Dear Satsuma Shareholder,
Introduction
We present the Annual Report and Financial Statements for the year ended 28 February 2026, an eventful year by any
standard and one where events after the year end will result in a return of capital, the ceasing of the strategy set out in the
Prospectus issued in December 2025 and the cancellation of the Company’s stock market listing (Listing).
I was appointed Non-Executive Chairman on 19 December 2025 at the time of the Company’s elevation to the Equity Shares
(Commercial Companies) category of the Official List of the Financial Conduct Authority (“FCA”) and to the Main Market of
the London Stock Exchange (Step Up Listing), and I became interim Executive Chairman in March 2026 following the
departures of the Chief Executive and Chief Financial Officers.
Strategy
The Company’s strategy as set out in the Step-Up Listing Prospectus was to develop or acquire operating Bitcoin businesses,
including the expansion of the Company’s existing decentralised Artificial Intelligence (AI) operations, to compound revenues
into the growth of the Company’s Treasury, the (“Digital Asset Treasury Strategy”). As set out below, this is no longer the
Company’s strategy.
Review of the Financial Year
The Company began the year as StreaksAI Plc, a company focused on developing AI products for use in Crypto trading.
In May 2025 the Company changed its name to TAO Alpha PLC and in June 2025 adopted a Bitcoin treasury strategy raising
approximately £169 million by the issue of two separate convertible loan notes (CLN’s), which funded the purchase of 1,199
Bitcoin. In July 2025 the Company changed its name to Satsuma Technology PLC.
The prime condition for the automatic conversion of the CLN’s to ordinary shares was the Company’s completion of a short-
form prospectus by 30 September 2025. When it became clear that an FCA approved prospectus would not be completed by
that date and that a full Step-Up Prospectus would be required, the Company sought the agreement of the CLN holders to
extend the automatic conversion date to 31 December 2025.
However, the decision by only 54% of all CLN holders to extend the deadline to 31 December 2025 effectively created two
investor groups with very differing economic interests. The first being those who would automatically convert to shareholders
on the Step-Up Listing, and the second being those with the option to have their loan notes repaid in cash at the CLN’s 31
December 2025 maturity.
In the six months to 31 December 2025 the Bitcoin price materially decreased and led to those investors who had the option
to redeem for cash doing so. This resulted in £78.2 million being spent redeeming these CLN’s, which was funded principally
by the sale of 579 of the Company’s Bitcoin at the then market price, resulting in a material loss described below.
Financial Performance
The Company raised approximately £169 million by way of CLN issues in June and August 2025 to fund its strategy.
The Group had an operating loss of £44.7 million principally comprised of a then unrealised loss on intangible assets of £25.9
million on its Bitcoin holdings; realised losses on intangible assets of £6.7 million on the Bitcoin sold to meet the CLN
redemptions; and administrative expenses of £12.1 million, including £4.6 million spent on the Step-Up Listing and £1.4 million
on implementing the actions requisitioned by shareholders in January 2026.
Additionally, the financial statements include charges of, in aggregate, a further £32.3 million, comprising principally of:
Category
Amount (£’m)
Detail
Fair value loss on Derivative Liabilities
(9.47)
Representing the fair value movement on the Seed Warrant
entitlement prior to its issuance (Note 9)
Finance Costs – Convertible Loan Notes
(21.21)
Representing the effective interest charge recognised in relation to
the two Convertible Loan Notes (Note 9)
Loss on CLN settlements received in Bitcoin
(2.14)
Representing the loss arising from movements in the Bitcoin price
between the pricing and settlement of certain CLN 2 subscriptions
received in Bitcoin (Note 9)
Fair Value gain on Listed equity investments
1.16
Representing the increase in the fair value of the Group's listed
equity investment during the year (Note 13)
Foreign exchange losses
(0.62)
Representing foreign exchange movements arising principally
from transactions and balances denominated in currencies other
than sterling
SATSUMA TECHNOLOGY PLC Annual Report and Financial Statements
Chairman’s Statement
4
The loss before taxation was £76.9 million.
At 28 February 2026, the Group held cash and cash equivalents of £8.8 million (2025: £0.1 million).
Shareholder Action
In January 2026 shareholders representing a significant proportion of the then issued share capital requisitioned the removal
of the Chief Executive Officer and the Chief Financial Officer and the appointment of two new Non-Executive Directors
together with a demand for a sharp reduction in annualised costs.
It was clear that the Chief Executive Officer and the Chief Financial Officer had lost the confidence of the majority of
shareholders, and that such confidence would not be regained. Accordingly, by early March 2026 both had left the Company.
Following their departures and only a few weeks after attaining the Listing, the board then comprised four Non-Executive
Directors and no Executive Directors.
In March 2026, to fill the vacancies and preserve the Listing, while the Company decided on the way forward, I became interim
Executive Chairman and Clive Carver became an interim Executive Director for a period expected to end at the Annual
General Meeting, after the appointment of a new Executive Team.
In April 2026, after the completion of the required regulatory checks, the two proposed new Non-Executive Directors, Patrick
Dean and Nicholas Lee, were appointed to the board.
Annualised costs were at that point reduced by approximately 60% from the £6.6 million expected at the time of the Step-Up
Listing, with further cuts then expected over the coming months.
In May 2026 a group of shareholders requested that the Company put a resolution to a shareholder General Meeting to return
to shareholders substantially all the Company’s capital in cash with the consequence that the Company would also delist from
the London Stock Exchange.
In July 2026 an overwhelming majority of shareholders voted for the return of capital and the cancellation of the Company’s
Listing.
Return of Capital
Following the General Meeting on 20 July 2026 the Board approved action to close all operating entities and cease its Digital
Asset Treasury strategy.
The Company sold all its Bitcoin ahead of the UK High Court hearings required to allow the return of capital to proceed. The
Court approved the return of capital on 8 September 2026, with the payments to shareholders expected to be complete by
28 September 2026.
Following the return of capital, £2.7 million is to be used to transition to a cash shell, and approximately £2 million is to be
retained in cash, with the intention that this helps fund the creation of a new business that will in due course aim to list on an
appropriate stock market.
Ranald McGregor-Smith
Executive Chairman
17 September 2026
SATSUMA TECHNOLOGY PLC Annual Report and Financial Statements 2026
Strategic Report
5
This Strategic Report, which includes the information in the Chairman’s Statement and throughout these financial statements,
is only part of the Group’s consolidated Annual Report and Financial Statements and should be read as part of the whole
Annual Report.
Principal Activity
The Company expects to be left with cash of £2 million following the completion of the return of capital to pursue a yet
unidentified new opportunity and to re-list on an appropriate stock market.
Business review and developments during the year
The principal events together with a summary of the financial performance in the year under review are set out in the
Chairman’s Statement.
On 19 December 2025, the Company’s shares were admitted to the Equity Shares (Commercial Companies) Segment of the
FCA Official List – the first Company admitted to the London Stock Exchange’s main market (“Main Market”) having adopted
a Digital Asset Treasury Strategy.
The appointments to the Board during the year under review and subsequently are set out in the Directors’ Report.
Key Performance Indicators
While the Company was pursuing its Digital Asset Treasury Strategy, it monitored a range of financial and operational key
performance indicators (“KPIs”). These included the number and value of its Bitcoin holdings, free cashflows and operating
expenditure as follows:
KPIs
2026
2025
Commentary
Bitcoin holdings at year end £’000
30,809
-
Reflects the Group’s treasury reserve position at 28 February
2026
Bitcoin holdings at year end - number
620
-
Bitcoin acquired during the year - number
1,199
-
In-year Bitcoin additions
Cash and cash equivalents at year end
£’000
8,775
31
To support operational liquidity requirements and the Group’s
Bitcoin accumulation strategy
The Company did not begin to implement the strategy set out in the Step-Up Listing Prospectus of developing or acquiring
operating Bitcoin businesses and accordingly monitored no key performance indicators in respect of that element of the
strategy.
When the Company decides on its future strategy, new KPI’s will be selected.
Principal risks and uncertainties
Set out below are the principal risks and uncertainties whilst the Company was pursuing its Digital Asset Treasury Strategy.
Bitcoin Price Volatility & Digital Asset risk
The Group’s treasury strategy included holdings of Bitcoin and other digital assets, and its previous accumulation strategy
exposed the Group to various risks, including risks associated with Bitcoin that could have a material adverse impact on the
Company's business, financial condition, results or future operations due to significant fluctuations in market values over short
periods of time.
Liquidity and Treasury Management Risk
The Group’s year end digital asset reserves of £30.8 million significantly exceeded the value of its cash reserves, being £8.8
million. Whilst the Group had successfully obtained external financing arrangements to fund its Digital Asset Treasury
Strategy, the availability of future funding cannot be guaranteed, and adverse market conditions may impact the Group’s
ability to raise additional capital if required.
That position has changed materially since the year end. The Group has disposed of its entire remaining holding of Bitcoin
ahead of the UK High Court hearings required to allow the return of capital to proceed, and the Company therefore no longer
holds digital assets or carries any exposure to digital asset price movements or to the funding of a Digital Asset Treasury
SATSUMA TECHNOLOGY PLC Annual Report and Financial Statements 2026
Strategic Report
6
Strategy. The Court approved the return of capital on 8 September 2026, with the payments to shareholders expected to be
complete by 28 September 2026.
Following the return of capital the Company’s assets will consist of £4.7 million cash, with £2.7 million to be applied to the
transition to a cash shell and approximately £2 million to be retained to help fund the creation of a new business. The Company
will have no borrowings. Liquidity risk going forward is accordingly no longer a function of digital asset values but of a fixed
and finite cash resource: should the costs of maintaining the Company or of pursuing a new venture exceed current
expectations, further funding would be required, and its availability and terms cannot be guaranteed. The risks attaching to
that strategy are set out under “Risks relating to the Company’s future strategy” below.
Counterparty and Custody Risk
The Group was subject to counterparty risks, particularly in relation to its custodians and non-performance by such
counterparties which may have impacted the Company's operations. Specifically, digital assets were exposed to operational
risks relating to cybersecurity, private key management, counterparty exposure and custodial arrangements. The Group seeks
to mitigate these risks using established service providers and internal control procedures, as further explained within the
Corporate Governance Report.
Regulatory risk
The regulatory environment relating to digital assets continues to evolve across multiple jurisdictions. Changes in applicable
laws, regulations or interpretations may impact the Group’s operations, treasury activities and future strategy.
Leadership and resourcing risk
The Company is operating with interim executive arrangements and a small Board and has no operating infrastructure of its
own. The completion of the return of capital is therefore dependent on a small number of individuals.
Risks relating to the Company’s future strategy
Subject to the UK Court’s approval of the return of capital the Company will soon be an unlisted cash shell with no business.
The Board considers the following to be the principal risks attaching to the relisting of a new business enterprise:
Execution risk: There is no certainty that a suitable new business venture will be identified, that any opportunity identified
can be completed on acceptable terms, or that admission to an appropriate stock market will be achieved within the timeframe
currently contemplated. The Company may compete for opportunities with acquirers having greater financial resources and
a longer operating record.
Funding and cost risk: Following the return of capital the Company expects to retain approximately £2 million of cash,
together with the £2.7 million allocated to the transition to a cash shell, and to operate with a materially reduced cost base.
The Board considers that this provides adequate funding for the Company in its current form. That funding is nevertheless
finite, and a prolonged search, or costs incurred on a transaction that does not ultimately complete, would reduce the
resources available without generating a return for shareholders.
Risk inherent in a new venture: Any new business venture is likely to be an early-stage or smaller enterprise. Such
businesses carry, by their nature, a higher risk of failure and a greater uncertainty of outcome than an established operating
business and are likely to require further capital to fund their development. The availability of such capital, and the terms on
which it may be raised, cannot be guaranteed, and any such raise may dilute existing shareholders.
Liquidity and market risk: On cancellation of the listing the Company’s Ordinary Shares will cease to be admitted to the
Official List and shareholders will not have a public market on which to trade their shares until a future admission is achieved.
There is no certainty that such an admission will occur.
Climate-related financial disclosures
The Company’s Ordinary Shares were admitted to the Equity Shares (Commercial Companies) category of the Official List
on 19 December 2025. The Company is therefore required by UK Listing Rule 6.6.6R(8) to state whether it has included in
this Annual Report climate-related financial disclosures consistent with the recommendations and recommended disclosures
of the Task Force on Climate-related Financial Disclosures (“TCFD”) and, where it has not, to explain why.
The Company has not made disclosures consistent with the TCFD recommendations and recommended disclosures for the
year ended 28 February 2026. None of the four pillars — governance, strategy, risk management, and metrics and targets —
have been addressed in the manner recommended. The Company was admitted to the Official List some ten weeks before
the year end and, during that period and subsequently, the Board’s attention was necessarily directed to the matters described
SATSUMA TECHNOLOGY PLC Annual Report and Financial Statements 2026
Strategic Report
7
elsewhere in this report, including the shareholder requisition received in January 2026, the resulting changes in Executive
leadership and the proposed return of capital.
In reaching this conclusion the Board had regard to the nature of the Group’s activities during the year. The Group had no
more than three employees, no premises or physical operations of its own, and its principal asset was Bitcoin held with third-
party custodians. The Board did not identify any climate-related risk, whether physical or transitional, which it considered
material to the Group’s financial position or performance for the year. The Board recognises that the energy intensity of the
Bitcoin network is the subject of continuing public debate and could in time affect the regulation of, and public attitudes
towards, digital assets generally, but it did not regard this as a material financial risk to the Group over the period under
review.
The Board did not undertake climate-related scenario analysis, did not set climate-related metrics or targets, and did not
formally incorporate climate-related considerations into its risk management processes during the year. The Group does not
currently report separately on greenhouse gas emissions, as set out in the Directors’ Report.
Following the shareholder vote on 20 July 2026 to return substantially all the Company’s capital and to cancel the Company’s
listing, the Company will cease to be subject to these requirements upon cancellation. The Board will consider the appropriate
climate-related disclosure framework for any new business undertaken in due course.
Section 172 Statement
The Directors recognise their duty under section 172 of the Companies Act 2006 to act in the way they consider, in good faith,
would be most likely to promote the success of the Company for the benefit of its shareholders as a whole, while having
regard to the interests of the Company’s stakeholders and the long-term consequences of decisions taken.
During the year, the Board considered a broad range of stakeholder interests in connection with the Group’s financing
activities, implementation of its Bitcoin treasury strategy, admission to the Equity Shares (Commercial Companies) Segment
of the FCA Official List, operational restructuring activities and international expansion initiatives. After the reporting date, the
Board considered the requests made by Shareholders in terms of the future strategy of the Company, consequently leading
to the proposal of a return of substantially all the Company’s capital, to shareholders, in addition to cancelling the Company’s
listing status, as explained further below.
The Board recognises the importance of maintaining strong relationships with shareholders, employees, advisers, regulators,
counterparties and service providers. Stakeholder considerations formed part of the Board’s decision-making processes
throughout the year, particularly in relation to the Group’s financing arrangements, treasury management activities and cost
restructuring programme.
The Board believes that maintaining appropriate governance arrangements, preserving liquidity and implementing a
sustainable operating structure are fundamental to the Group’s long-term success.
The table below sets out examples of significant decisions taken during the year and the factors considered by the Directors
in accordance with section 172 of the Companies Act 2006.
Significant Event /
Decisions
Key Stakeholders
Considered
Section 172 Considerations
Actions and Consequences
Completion of
Convertible Loan Note
fundraising
Shareholders, regulators,
investors, advisers
Long-term funding requirements, capital
structure, liquidity and implementation of
the Group’s digital asset treasury strategy
The Group successfully raised £168.9m
gross principal through Convertible Loan
Notes, providing capital to implement the
Group’s Bitcoin treasury strategy
Implementation of Bitcoin
treasury strategy
Shareholders, regulators,
counterparties
Long-term treasury management, market
volatility, liquidity management and
operational capability
Bitcoin was established as the Group’s
primary reserve treasury asset, with the
Board implementing treasury management
and custody arrangements to support the
strategy
Admission to the Equity
Shares (Commercial
Companies) Segment of
the FCA Official List
Shareholders, regulators,
employees, advisers
Governance requirements, market profile,
access to capital and long-term growth
opportunities
The Company successfully completed
admission on 19 December 2025,
strengthening governance arrangements
and broadening market visibility
Incorporation of
Singapore subsidiary
undertaking
Shareholders, counterparties,
advisers
Operational efficiency, treasury
management requirements and
jurisdictional considerations
A Singapore subsidiary undertaking was
incorporated to support the Group’s
treasury and operational activities
Restructuring and cost
reduction programme
Employees, shareholders,
suppliers
Long-term sustainability, liquidity
preservation and operational efficiency
The Group undertook restructuring activities
during the year to reduce the operating cost
base and preserve fiat liquidity while
maintaining core strategic capabilities
The most significant decision taken since the year end was to provide shareholders with the opportunity to decide whether to
return substantially all the Company’s capital.
SATSUMA TECHNOLOGY PLC Annual Report and Financial Statements 2026
Strategic Report
8
This Strategic Report was approved by the Board of Directors on 17 September 2026 and signed on its behalf by:
Ranald McGregor-Smith
Chairman
17 September 2026
SATSUMA TECHNOLOGY PLC Annual Report and Financial Statements 2026
Corporate Governance Report
9
Introduction
During the year ended 28 February 2026 and subsequently, the Company applied the UK Corporate Governance Code 2024
(the “Code”), following on from the admission of its shares to the Main Market on 19 December 2025.
The Board acknowledges that the Company did not comply with all the provisions of the Code throughout the period from the
Up-Listing to the reporting date. Details of the specific departures, the reasons for those departures, mitigating governance
arrangements and expected future actions are set out in the “UK Corporate Governance Code Compliance and Departures”
section below.
In particular, the high number of board changes and the departure of the Chief Executive and Chief Financial Officer, for the
reasons set out in the Chairman’s Statement, with no notice, leaving the Company with no Executive Directors resulted in the
planned approach to corporate governance being impractical.
Background
The Board recognises the importance of maintaining high standards of corporate governance appropriate to the size, stage
of development and nature of the Group’s operations.
The Board recognises that an appropriate corporate culture is fundamental to the delivery of the Group's strategy and long-
term success. Throughout the year, the Board monitored the Group's culture through regular interaction with executive
management and employees, consideration of operational and strategic matters at Board meetings and ongoing oversight of
the Group's governance framework. In particular, the Board sought to promote a culture founded on integrity, accountability,
prudent risk management and regulatory compliance during a period of significant organisational change, including the
Company's admission to the Main Market and implementation of its Digital Asset Treasury Strategy.
Shareholder engagement
The Board recognises the importance of maintaining an open and constructive dialogue with shareholders. During the year,
the Chairman and Executive Directors engaged regularly with shareholders through investor meetings, fundraising activities,
market announcements and other communications, enabling the Board to understand shareholder views on the Group's
strategy, governance and performance. Feedback received from shareholders was communicated to the Board and
considered as part of its ongoing decision-making processes.
Board Leadership and Company Purpose
The Board is collectively responsible for the long-term sustainable success of the Group and for ensuring that the Group
operates within an appropriate framework of governance, risk management and internal control.
The Board’s principal responsibilities include:
• Setting the Group’s strategic objectives
• Overseeing the Group’s treasury strategy and capital allocation
• Monitoring financial and operational performance
• Overseeing regulatory compliance and governance matters
• Approving significant financing and corporate transactions
• Promoting high standards of corporate governance, regulatory compliance and shareholder transparency
During the year, the Board focused significantly on matters associated with the Group’s Admission, treasury strategy,
financing activities and broader strategic development.
The Board seeks to promote a culture of integrity, accountability and transparent shareholder engagement. Given the Group’s
current size and limited employee base, engagement with employees and other stakeholders is undertaken directly through
the executive team and the Board, enabling regular and direct communication regarding operational, strategic and
governance matters.
The Board met formally eight times during the year and maintained regular dialogue outside scheduled meetings in relation
to financing activities, treasury management, strategic development, governance matters and ongoing shareholder
engagement.
Directors appointed or resigning during the year were eligible to attend only those meetings held during their period of office.
Where a Director was unable to attend, he received the papers in advance and had the opportunity to give his views to the
Chairman.
The Board’s meetings and the attendance of each Director are set out below.
SATSUMA TECHNOLOGY PLC Annual Report and Financial Statements 2026
Corporate Governance Report
10
Director
Eligible meetings
Attended
Matthew Lodge
8
8
Henry Elder
2
2
Andrew Smith
2
2
Ranald McGregor-Smith
1
1
Clive Carver
1
1
Jonathan Jachym
2
2
Nicholas Lyth
6
5
Darcy Taylor
7
6
Mark Rutledge
6
3
Committee meetings
The Board established Audit, Remuneration, Nomination and Disclosure Committees in connection with the Company’s
admission to the Equity Shares (Commercial Companies) category of the Official List on 19 December 2025. The financial
year ended some ten weeks later. Within that short period the Company received the shareholder requisition described in the
Chairman’s Statement, seeking the removal of the Chief Executive Officer and the Chief Financial Officer. As a result, the
Committees other than the Disclosure Committee did not commence a normal cycle of business before the year end. During
that period the Board discharged their functions itself, in full meetings of the Board at which all Directors were entitled to be
present.
Prior to Admission the Company operated only an Audit Committee, which considered the interim financial statements for the
six months ended 31 August 2025.
The Disclosure Committee met twice, in January 2026. Following the departures of the Chief Executive Officer and the Chief
Financial Officer, and the assumption of executive responsibilities by Ranald McGregor-Smith and Clive Carver, the matters
within the Disclosure Committee’s remit became a standing item at meetings of the Executive Committee, which were
generally held twice each week, as explained further below.
The number of Committee meetings held during the year, and the attendance of each member, was as follows:
Committee
Meetings held
during the year
Members
Meetings attended
Audit Committee (prior to
Admission)
1
Darcy Taylor
Mark Rutledge
1
Audit Committee (following
Admission)
0
Clive Carver (Chair)
Jonathan Jachym
0
Remuneration Committee
0
Ranald McGregor-Smith (Chair)
Clive Carver
0
Nomination Committee
0
Ranald McGregor-Smith (Chair)
Clive Carver
0
Disclosure Committee
2
Ranald McGregor-Smith (Chair)
Clive Carver
Michael Jadeja
Scott Kaintz
2
Whilst the Board established the Committees during the year, given the timing of their establishment and the
Company's governance arrangements during the period, many matters falling within their respective remits were
considered by the Board collectively, often as part of formal Board meetings, rather than through separate Committee
meetings, as noted above.
Division of Responsibilities
The Board is responsible for overseeing the Group’s strategic direction and governance framework. The Board seeks to
maintain an appropriate governance structure which provides oversight, accountability and constructive challenge across the
Group’s activities.
The roles and responsibilities of the Board and executive management are kept under regular review to ensure that the
Group’s governance arrangements remain appropriate to its size, stage of development and operational requirements.
SATSUMA TECHNOLOGY PLC Annual Report and Financial Statements 2026
Corporate Governance Report
11
All Directors have access to the advice of the Company Secretary, Scott Kaintz, who is responsible for advising the Board on
governance matters and for ensuring that Board procedures are complied with. The appointment and removal of the Company
Secretary is a matter for the Board as a whole.
Scott Kaintz also serves as the Company’s Chief Financial Officer. Having regard to the size of the Group and the number of
its employees, the Board considers the combination of these roles to be appropriate and is satisfied that Scott Kaintz has
sufficient time to discharge the company secretarial function. The Board and its Committees take external legal and company
secretarial advice where they consider it necessary.
During the year, the Board comprised both Executive and Non-Executive Directors responsible for oversight of the Group’s
strategic, operational, financial and governance matters. The Non-Executive Directors are responsible for providing
independent oversight and constructive challenge in relation to the Group’s strategy, performance, risk management and
governance arrangements.
The Board considered that the Non-Executive Directors serving during the year demonstrated independence in character and
judgement.
Following the year-end, the Group’s Board composition underwent certain changes, including the departure of the Chief
Executive Officer, Henry Elder, on 6 March 2026. Following these changes, Ranald McGregor-Smith (Non-Executive
Chairman) and Clive Carver (Senior Independent Non-Executive Director) temporarily assumed executive responsibilities.
The Board at the request of requisitioning shareholders subsequently appointed two additional independent Non-Executive
Directors, being Patrick Dean and Nicholas Lee, to maintain an appropriate balance of skills, experience and independent
oversight.
The governance framework will need to be reassessed once the Company’s future strategy and the market, if any, on which
it will be listed is decided.
Board Composition and Independence
The current Board comprises Executive and Non-Executive Directors with a broad range of skills, experience and industry
knowledge considered appropriate to the Group's operations, strategic objectives and stage of development.
The Board is required to review the independence of each Non-Executive Director annually, taking into account the factors
set out in Provision 10 of the UK Corporate Governance Code, and is satisfied that the directors identified as independent
continue to exercise objective judgement and provide effective independent challenge.
At the date of approval of this Annual Report and Financial Statements, the Board composition was as follows:
Position
Name
Executive Chairman
Ranald McGregor-Smith
Executive Director
Clive Carver
Non-Executive Director (not-independent)
Matthew Lodge
Independent Non-Executive Director
Jonathan Jachym
Independent Non-Executive Director
Patrick Dean
Independent Non-Executive Director
Nicholas Lee
Independence
The Board considers each of Patrick Dean, Nicholas Lee and Jonathan Jachym to be independent in character and judgement
and free from any relationship or circumstance likely to affect, or appear to affect, the exercise of independent judgement.
Matthew Lodge, having served as an Executive Director of the Company during the year, is not considered by the Board to
be independent, but continues to provide valuable experience and knowledge of the Group. Matthew Lodge remains a Non-
Executive Director because he no longer has an executive role to discharge; he has not been regarded as independent at
any time since he ceased to hold executive office, and he is not counted as an independent Non-Executive Director for the
purposes of Provision 11. In reaching this conclusion the Board also had regard to the share-based payment charge of £1.1
million recognised in respect of Matthew Lodge during the year, which arose from warrants granted while he held executive
office and which were exercised in July 2025.
Ranald McGregor-Smith was considered independent on his appointment as Chairman; as was Clive Carver upon his
appointment as Senior Independent Director. However, as both Ranald McGregor-Smith and Clive Carver assumed Executive
responsibilities after the reporting date, on an interim basis, neither is regarded as independent, as further described in the
section headed “UK Corporate Governance Code Compliance and Departures” below.
SATSUMA TECHNOLOGY PLC Annual Report and Financial Statements 2026
Corporate Governance Report
12
The Board took that step because the resignation of the Chief Financial Officer on 18 February 2026, followed by that of the
Chief Executive Officer on 6 March 2026, left the Company without any Executive Directors shortly after Admission. The
Board therefore accepted the loss of independence of two of its members as the necessary consequence of maintaining
executive leadership and control of the Group’s assets and regarded the position as temporary pending permanent
arrangements.
Taking these matters into account, the Board is satisfied that, at the date of this report, at least half of the Board (excluding
the Chairman) comprised independent Non-Executive Directors, consistent with Provision 11 of the Code.
Board Changes During the Year and Post Year-End
The Board underwent numerous changes during the year ended 28 February 2026 and subsequently, as follows:
• Henry Elder was appointed as Chief Executive Officer on 14 July 2025, replacing Matthew Lodge as Chief
Executive Officer. Following this, Matthew Lodge assumed the responsibility of Non-Executive Chairman prior to
the appointment of Ranald McGregor-Smith as Non-Executive Chairman on 19 December 2025.
• Mark Rutledge resigned on 6 July 2025.
• Jonathan Jachym was appointed on 1 August 2025 as Non-Executive Director, and the former Chief Financial
Officer, Nicholas Lyth resigned on the same date.
• Nicholas Lyth was replaced by Andrew Smith, who was appointed as Chief Financial Officer on 1 November 2025,
before subsequently resigning from the Board on 18 February 2026.
• Darcy Taylor resigned on 11 December 2025.
• Ranald McGregor-Smith was appointed on 19 December 2025, taking over the role of Chairman from Matthew
Lodge, who transitioned to a Non-Executive Director. Also on that date, Clive Carver was appointed as Senior
Non-Executive Director.
• Henry Elder resigned as Chief Executive Officer on 6 March 2026, with Ranald McGregor-Smith assuming the role
of Executive Chairman on the same date. Also on this date, Clive Carver assumed the responsibilities of Executive
Director, having previously served as Senior Non-Executive Director since his appointment.
Board Committees
The Board has established Audit, Remuneration, Nomination and Disclosure Committees to support the effective discharge
of its responsibilities and provide oversight across key areas of governance, financial reporting, remuneration, Board
composition and regulatory disclosures.
During the year ended 28 February 2026, the Board’s Committees were Chaired and comprised by Non-Executive Directors,
including the Non-Executive Chairman and the Senior Independent Director, for the specific Committee meetings held.
Following the year-end, and as a result of the departure of the Chief Executive Officer on 6 March 2026, the Chairman and
the then Senior Independent Director assumed executive responsibilities on an interim basis, which affected the
independence of certain Committees under the Code.
These Committees were put in place to assist the Board, although the reporting date follows shortly after the date of the
Uplisting. In this short time-period, and as a result of shareholder feedback, the composition of the Board changed
significantly. Following this, the Executive Management Committee met at least twice per week. The Executive Management
team was comprised of the Members of the respective Committees detailed below, except for Jonathan Jachym.
In each case, the Board considered the relevant departures carefully and was satisfied that appropriate governance
safeguards, including the experience of Committee members, oversight by the Board, the recusal of conflicted Directors from
decisions in which they are interested and clearly defined terms of reference, enabled the Board to discharge its
responsibilities effectively.
Committee
Members
Principal Responsibilities
Audit Committee (post uplisting)
Clive Carver (Chair)
Jonathan Jachym
Oversight of financial reporting,
external audit matters, internal
controls and risk management
Remuneration Committee
Ranald McGregor-Smith (Chair)
Clive Carver
Review of Director and senior
management remuneration
arrangements
Nomination Committee
Ranald McGregor-Smith (Chair)
Clive Carver
Board composition, succession
planning and Director appointments
Disclosure Committee
Ranald McGregor-Smith (Chair)
Clive Carver
Michael Jadeja (Chief Legal Officer)
Scott Kaintz (Chief Financial Officer)
Oversight of market disclosures,
regulatory announcements and
compliance obligations
SATSUMA TECHNOLOGY PLC Annual Report and Financial Statements 2026
Corporate Governance Report
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For the avoidance of doubt, the Committees detailed above were principally comprised of Non-Executive Directors until the
reporting date. Following that, as detailed above and below, Ranald McGregor-Smith and Clive Carver assumed Executive
responsibilities on an interim basis. As a result of the significant changes to the Board after the reporting date, the Board has
carried out its responsibilities through Board meetings rather than through Committees.
Audit Committee
The composition of the Audit Committee changed during the year and subsequent to the year end. The members of the Audit
Committee who served during the year and up to the date of this report were as follows:
Member
Period of membership
Mark Rutledge
Until resignation on 6 July 2025
Darcy Taylor
Until resignation on 11 December 2025
Jonathan Jachym
From appointment on 1 August 2025
Clive Carver
From appointment on 19 December 2025
Role of the Committee
The Audit Committee assists the Board in fulfilling its responsibilities in relation to the integrity of the Group's financial
reporting, the effectiveness of the Group's internal control and risk management framework, oversight of the external audit
process and monitoring the independence and effectiveness of the Group's external auditor.
The Committee operates in accordance with written terms of reference, which are reviewed periodically to ensure they remain
appropriate to the Group's governance framework and applicable regulatory requirements.
The Committee formally met once during the year, prior to the appointment of Clive Carver, with members of the wider Board
also in attendance. Certain matters within the Committee’s remit were also considered by the Board at relevant Board
meetings where a separate Audit Committee meeting was not convened. Attendance at the formal Audit Committee is
summarised below.
Director
Eligible meetings
Attended
Jonathan Jachym
1
1
Darcy Taylor
1
1
As noted elsewhere in this report, the period following the Uplisting was characterised by significant changes in the
composition of the Board and its Committees. During this period, where separate formal Committee meetings were not
convened, matters falling within the relevant Committees’ remits were considered by the wider Board as appropriate,
supported by the Company’s professional advisers. The Executive Management Committee also met regularly during this
period to consider operational and other matters within its remit.
Activities during the year
During the year the Committee, supported by the wider Board, devoted time to overseeing the financial reporting process and
the control environment as the Company undertook a transformational period, including its admission to the Main Market,
substantial fundraising activities and implementation of its Bitcoin treasury strategy.
The principal matters considered by the wider Board in assisting the Audit Committee during the year are set out below:
Significant Matter
Committee activities
Financial Reporting
Reviewed the annual and interim financial statements,
accounting policies and significant judgements to ensure
they were appropriate and supported by sufficient
evidence.
Accounting treatment of digital assets
Considered the accounting treatment of Bitcoin, and other
digital assets, including fair value movements, impairment
considerations and related disclosures.
Convertible loan notes and warrant arrangements
Reviewed management’s assessment of the accounting
for the Company’s convertible loan notes, associated
derivative instruments, effective interest calculations and
significant accounting judgements.
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Corporate Governance Report
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Impairment and recoverability of assets
Reviewed management’s assessment of impairment
indicators and recoverable amounts for investments and
other assets.
Going concern and assessment of prospects
Reviewed management’s going concern assessment and
the Board’s assessment of the Group’s prospects,
including key assumptions and mitigating actions.
External audit
Reviewed the audit plan, significant audit findings, auditor
independence and the effectiveness of the external audit
progress.
Going concern and viability / prospects assessment
Provision 31 of the Code requires the Board to explain in the Annual Report how it has assessed the prospects of the
Company, over what period it has done so and why it considers that period to be appropriate, and to state whether it has a
reasonable expectation that the Company will be able to continue in operation and meet its liabilities as they fall due over the
period of its assessment, drawing attention to any qualifications or assumptions. The Code contemplates an assessment
period significantly longer than twelve months. The Board has not made a viability statement over such a period in respect of
the year ended 28 February 2026 and, to that extent, has not complied with Provision 31.
The reason for that departure is that the level of uncertainty surrounding the Company’s future operations and prospects
means that it is not currently possible to prepare sufficiently robust forecasts to support a viability statement over a meaningful
assessment period. Following the return of capital and the cancellation of the Company’s listing, the Company will have no
trading operations, and the business which it may in due course acquire or establish has not been identified. Its nature, scale,
cost base, capital requirements and sources of funding are accordingly unknown, and any forecast extending beyond the
Company’s own limited and predictable running costs would be speculative and would not, in the Board’s view, provide
shareholders with meaningful information.
The Board has nevertheless assessed the Company's prospects over the period to 30 September 2027, being twelve months
from the date on which the return of capital is expected to be completed. The Board considers that period appropriate because
it is the period over which the Company's activities and cost base can be forecast with a reasonable degree of confidence:
the return of capital will have been completed, the Company's listing cancelled and the Group's operating entities closed.
In making that assessment the Board considered the Company's position following the return of capital, when it will hold
approximately £4.7 million of cash, subject to the timing, amount and final settlement of expected £2.7 million of transformation
and termination costs, and will have no borrowings, no digital asset holdings and no trading operations; the costs of completing
the Court process and of closing the Group's operating entities; the Company's running costs while a new business venture
is identified; and the sensitivity of its cash position to a delay in identifying a suitable opportunity.
The assessment is made on the basis that the then Board would not commit the Company to a transaction which it did not
consider to be adequately funded. On that basis, the Board has a reasonable expectation that the Company will be able to
continue in operation and meet its liabilities as they fall due over the period of its assessment. The Board's assessment of the
Company's prospects is accordingly limited to that period, for the reasons set out above.
Internal controls and risk management
The Committee is required to monitor the effectiveness of the Group's internal control and risk management framework
throughout the year. Given the Group’s size and limited employee base, this review has not been supported by a separate
internal audit function or standalone internal audit report.
Internal audit
The Committee considered, in accordance with Provision 25(e) of the UK Corporate Governance Code, whether the Group
should establish a standalone internal audit function.
In reaching its conclusion, the Committee considered the Group's current stage of development, organisational structure,
limited employee base, the nature and complexity of its operations, and the costs and expected benefits associated with
establishing a dedicated internal audit function.
Accordingly, the Committee concluded that a standalone internal audit function was not proportionate for the current reporting
period.
External auditor
The Committee is responsible for overseeing the relationship with the external auditor, including considering its independence,
objectivity and effectiveness.
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During the year the Committee, assisted by the wider Board, have:
• Reviewed and approved the audit scope;
• Considered the auditor’s significant findings;
• Monitored auditor independence;
• Reviewed non-audit services, and;
• Assessed the effectiveness of the external audit process.
During the year and following the year-end, the Company experienced changes in its external auditor: Kreston Reeves
resigned, BDO LLP was appointed and subsequently resigned, and PKF Littlejohn LLP was appointed as the Company’s
auditor on 24 April 2026.
The Committee oversaw each transition, including the orderly handover of information, and satisfied itself as to the incoming
auditor’s independence and its capacity to deliver an effective audit. The Committee also reviewed the nature and extent of
the non-audit services provided by the external auditor during the year, which were £75k, together with the associated fees
of £160k, and concluded that the auditor’s objectivity and independence were not compromised.
The Committee is satisfied that appropriate safeguards were maintained in respect of auditor independence and objectivity,
and that PKF Littlejohn LLP has been independent and objective since its appointment on 24 April 2026.
Remuneration Committee
The Board recognises the importance of maintaining remuneration arrangements which support the Group’s long-term
strategic objectives and align the interests of executive management with those of shareholders.
The Remuneration Committee is responsible for overseeing the Group’s remuneration framework and considering executive
remuneration arrangements, including salary, incentive arrangements and share-based payment structures.
There were no Committee meetings held during the year ended 28 February 2026 or after. Matters falling within the
Committee’s remit were considered by the wider Board, as appropriate, with support and advice from the Company’s external
advisors.
The Board recognises the importance of ensuring that remuneration arrangements remain appropriately aligned with
shareholder interests and has considered shareholder feedback received in relation to executive remuneration arrangements
when assessing the Group’s remuneration framework going forward.
No external remuneration advisers were appointed during the year ended 28 February 2026. Where appropriate, the Board
sought remuneration-related advice from the Company’s existing professional advisers.
Further details regarding Directors’ remuneration, including bonus arrangements, settlement and loss of office payments,
share-based awards and warrants, use of discretion, malus and clawback arrangements and external adviser position, are
set out in the Directors’ Remuneration Report.
Nomination Committee
The Nomination Committee is responsible for keeping the composition of the Board under review and ensuring that it
maintains an appropriate balance of skills, experience, independence and knowledge to support the Group’s long-term
strategy. The Committee also oversees Board succession planning, Board performance evaluation and matters relating to
Board diversity and inclusion.
During the year, the Committee focused on supporting the Company's transition to the Main Market and ensuring that the
Board remained appropriately constituted to oversee the Group's evolving strategy and governance requirements.
There were no formal meetings of the Nomination Committee during the year ended 28 February 2026 or after. Matters falling
within the Committee’s remit, including Board composition and succession planning, were considered by the wider Board as
appropriate, with external professional advice sought where considered necessary.
SATSUMA TECHNOLOGY PLC Annual Report and Financial Statements 2026
Corporate Governance Report
16
The principal matters considered by the wider Board included:
Significant Matter
Committee activities
Board composition
Reviewed the composition of the Board to ensure an
appropriate balance of executive and non-executive
directors with relevant financial, commercial,
governance and capital markets experience.
Appointments and succession planning
Considered the current and future requirements of the
Board and reviewed succession planning, recognising
that the Company's governance framework will continue
to evolve as the Group grows.
Board effectiveness
Considered the effectiveness of the Board and its
Committees through ongoing discussion between the
Chair and Board members. Given the Company's size
and recent admission to the Main Market, a formal
externally facilitated Board evaluation was not
undertaken during the year. The Committee intends to
keep the appropriateness of an externally facilitated
evaluation under annual review.
Diversity and inclusion
Considered the importance of diversity and inclusion
when assessing the composition of the Board and future
appointments. The Committee remains committed to
appointing individuals on merit while seeking an
appropriate balance of skills, experience, backgrounds
and diversity to support the Company's long-term
success.
Board effectiveness review
Board effectiveness was assessed by the Nomination Committee and the Board through a structured review of the Board's
composition, performance, committee effectiveness and governance arrangements. This assessment was informed by
ongoing discussions between the Chair, Non-Executive Directors and Executive Directors throughout the year, together with
consideration of Board meeting effectiveness, committee activities, Board composition and succession planning.
Given the Company's size and recent admission to the Main Market, the Board did not consider an externally facilitated
evaluation to be proportionate during the year. The Committee intends to keep the appropriateness of a formal externally
facilitated evaluation under annual review as the Company continues to develop.
Diversity
The Board recognises that diversity, including gender, ethnicity, professional background and experience, contributes to
effective decision-making and good corporate governance.
Given the Company's current size, the Board has not adopted formal quantitative diversity targets, but diversity will form an
important consideration in future Board appointments and succession planning, with appointments continuing to be made on
merit against the skills and experience required by the business.
At the date of this report, the six Board members and all members of senior management were male.
The Committee recognises that greater diversity can strengthen decision-making and governance and remains committed to
considering diversity, alongside merit, skills and experience, in all future Board and senior management appointments.
The current composition reflects the Company's stage of development and the appointments made to support its strategic
objectives during the year. As an issuer of equity shares, the Company is subject to the board diversity targets in the FCA’s
UK Listing Rules.
During the year the Board did not meet the targets that at least 40% of the board be women, that at least one senior board
position (Chairman, Chief Executive, Senior Independent Director or Chief Financial Officer) be held by a woman, or that at
least one board member be from a minority ethnic background.
The Board considers this departure to reflect the Company’s size and stage of development and the appointments made on
merit during a period of significant change and will have regard to the targets in future appointments. The numerical data on
the sex and ethnic background of the Board and senior management required by the UK Listing Rules are set out in the tables
below.
SATSUMA TECHNOLOGY PLC Annual Report and Financial Statements 2026
Corporate Governance Report
17
The data below was collected from each individual by way of self-declaration, and is presented as at 28 February 2026, being
the Company’s financial year end and the reference date chosen for these purposes. "Executive management" comprises
the members of the Company’s executive committee below Board level, together with the Company Secretary.
Table 1: Reporting on sex as at 28 February 2026
Number of
Board
members
Percentage of
the Board
Number of senior
positions on the Board
(Chair, CEO, CFO and
SID)
Number in
executive
management
Percentage of
executive
management
Men
5
100%
3
2
100%
Women
–
–
–
–
–
Other categories
–
–
–
–
–
Not specified / prefer
not to say
–
–
–
–
–
Table 2: Ethnic background reporting as at 28 February 2026
Number of
Board
members
Percentage of
the Board
Number of senior
positions on the
Board (Chair, CEO,
CFO and SID)
Number in
executive
management
Percentage of
executive
management
White British or other
White (including
minority-white groups)
5
100%
3
2
100%
Mixed / Multiple Ethnic
Groups
–
–
–
–
–
Asian / Asian British
–
–
–
–
–
Black / African /
Caribbean / Black
British
–
–
–
–
–
Other ethnic group,
including Arab
–
–
–
–
–
Not specified / prefer
not to say
–
–
–
–
–
At 28 February 2026 the Board comprised five Directors and the senior positions on the Board of Chairman, Chief Executive
Officer and Senior Independent Director were held; the position of Chief Financial Officer was vacant following the resignation
of Andrew Smith on 18 February 2026, with Scott Kaintz assuming these responsibilities.
Following the 2026 Annual General Meeting, and subject to their re-election, it is expected there will be just two Directors,
Patrick Dean and Nicholas Lee, which is expected to be suitable for the nature of the Company following the return of capital.
Succession planning
The Committee recognises the importance of effective succession planning in supporting the Company's long-term strategy.
Once a new strategy is decided on a new executive management team would need to be appointed.
Disclosure Committee
The Disclosure Committee is responsible for overseeing the Group’s market disclosure obligations and assisting the Board
in ensuring that information disclosed to the market is appropriately reviewed, accurate and released in accordance with
applicable regulatory and listing requirements.
The Committee supports the Group’s ongoing compliance with its obligations as a Main Market listed company, including
matters relating to inside information, market announcements and shareholder communications.
Audit, Risk Management and Internal Controls
The Board is responsible for maintaining a sound framework of risk management and internal control designed to safeguard
shareholder interests, protect the Group's assets and support the integrity of financial and operational reporting.
SATSUMA TECHNOLOGY PLC Annual Report and Financial Statements 2026
Corporate Governance Report
18
Responsibility for monitoring the effectiveness of the Group's risk management and internal control framework has been
delegated to the Audit Committee, which communicates and collaborates regularly to the Board on its activities and
recommendations. Further information regarding the work undertaken by the Audit Committee during the year, including its
review of the Group's internal controls, risk management framework and consideration of the need for an internal audit
function, is set out in the Audit Committee section within this report.
Board Evaluation and Succession Planning
The Board recognises the importance of regularly assessing its effectiveness and ensuring appropriate succession planning
to support the Company's long-term strategy and governance framework. However, plans to undertake a review of the Board’s
effectiveness were put on hold following the departures of the Chief Executive and Chief Financial Officers.
Responsibility for overseeing Board composition, succession planning and Board effectiveness has been delegated to the
Nomination Committee. Further information regarding the Committee's activities during the year, including its consideration
of Board effectiveness, succession planning and diversity, is set out in the Nomination Committee section within this report.
UK Corporate Governance Code Compliance and Departures
The Board applied the principles and provisions of the Code during the year ended 28 February 2026 in a manner considered
appropriate to the Group’s size, stage of development and operational complexity.
The Board acknowledges that the Company did not fully comply with all provisions of the Code throughout the period since
completion of the Up-Listing. The principal areas where the Company’s governance arrangements differed from the provisions
of the Code, together with the Board’s explanations and, where applicable, the expected timetable for alignment, are set out
below.
Code Provision
Position during
the year
Explanation for departures from the Code
Internal Audit
Function
(Provision
25e/26)
The Group did
not maintain a
standalone
internal audit
function during
the year
Given the Group's current size, limited employee base and stage of development, the
Board concluded that establishing a standalone internal audit function would not presently
represent a proportionate use of resources.
Assurance over the Group's control environment is instead obtained through direct Board
oversight, management review controls, the activities of the Audit Committee and the work
performed by the external auditor.
The need for a dedicated internal audit function is formally considered by the Audit
Committee at least annually and will continue to be reviewed as the Group expands and
its operational complexity changes.
External Board
evaluation
(Provision 21)
No externally
facilitated Board
evaluation was
undertaken
during the year
The Company was admitted to the Main Market during the year and remains at an early
stage of developing its governance framework. Plans to conduct an external review of
Board effectiveness were put on hold following the departures of the Chief Executive and
Chief Financial Officers.
Committee
composition
(Provision
17/32)
Certain Board
committees
comprised a
mixture of
executive and
Non-Executive
Directors during
the year
Following the departures of the Chief Executive and Chief Financial Officers the board
comprised four Non-Executive Directors and no Executive Directors.
Two of the Non-Executive Directors agreed to become interim Executive Directors pending
the appointment of a new Executive team. These interim Executive Directors maintained
their membership of several board committees based on their knowledge and experience.
Workforce
engagement
arrangements
(Provision 5 &
6)
The Group did
not maintain a
formal workforce
engagement
framework during
the year
At its largest point during the period under review, the Group had 3 employees. Given this,
the Board concluded that formal workforce engagement mechanisms, such as a workforce
advisory panel or designated workforce director, would not be proportionate during the
year.
Instead, Directors and senior management maintained regular direct engagement with
employees through day-to-day interaction, management meetings and ongoing
communication, enabling workforce views, operational matters and feedback to be
communicated directly to the Board where appropriate and considered as part of its
decision-making processes.
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Corporate Governance Report
19
The Board considers these arrangements to be effective having regard to the Group's
current size and organisational structure and reviews workforce matters regularly as part
of its discussions.
The Company has also established a Whistleblowing Policy under which employees may
raise concerns confidentially and, where appropriate, anonymously, without fear of
retaliation.
The Board is responsible for overseeing the effectiveness of these arrangements and
receives updates on any matters raised where appropriate, ensuring concerns are
investigated independently and appropriate follow-up action is taken. The Board will
continue to review both its workforce engagement arrangements and the operation of the
Company's whistleblowing framework as the Group continues to develop.
No whistleblowing reports were received during the year.
Governance
arrangements
following post-
year-end Board
changes
Following the
departure of the
Chief Executive
Officer after the
year-end, the
Non-Executive
Chairman and
Senior
Independent
Non-Executive
Director
temporarily
assumed
executive
responsibilities
Following the departure of the Chief Executive Officer after the reporting date, executive
responsibilities were temporarily assumed by the Non-Executive Chairman and Senior
Independent Non-Executive Director to ensure continuity of leadership and governance
whilst permanent arrangements were considered.
The Board is satisfied that appropriate oversight and segregation of responsibilities have
been maintained throughout this interim period by the remaining Non-Executive Directors.
Matters requiring Board approval remain subject to collective Board decision-making, with
independent challenge provided by the Non-Executive Directors. The affected Directors
are expected to recuse themselves from decisions where conflicts arise.
Remuneration
Committee
(Chairman)
(Provision 32)
The Chairman of
the
Remuneration
Committee has
not served as a
board member
on a
remuneration
committee for at
least 12 months
prior to
appointment
Although the Chairman of the Remuneration Committee had not served on a remuneration
committee for at least twelve months prior to appointment, the Board considered the
appointment appropriate having regard to his extensive experience advising listed and
private companies, long-standing involvement with boards and executive leadership
teams, and over three decades of experience in equity capital markets and corporate
governance.
The Board considered that this experience, together with the collective knowledge and
experience of the other Committee members, enabled the Committee to discharge its
responsibilities effectively. The Committee may seek independent external remuneration
advice where appropriate.
Separation of
Chairman and
Chief Executive
(Provision 9)
Following the
year-end, on 6
March 2026, the
Non-Executive
Chairman
assumed
executive
responsibilities
as Executive
Chairman,
combining the
roles of
Chairman and
Chief Executive
on an interim
basis
The roles of Chairman and Chief Executive were held separately throughout the year
ended 28 February 2026. Following the departure of the Chief Executive Officer after the
year-end, the Board considered it necessary, in the interests of leadership continuity, for
the Chairman to assume executive responsibilities on an interim basis.
In reaching that decision the Board considered whether instead to appoint one or more
new independent Non-Executive Directors to assume the executive roles. It concluded that
doing so would not have preserved compliance, since any Director assuming executive
office would equally have ceased to be independent, and that an external appointment
could not have been made within the time available.
The Chief Financial Officer had resigned on 18 February 2026 and the Chief Executive
Officer on 6 March 2026, leaving the Company, some ten weeks after Admission and
while responsible for a substantial digital asset treasury, with no Executive Directors.
Identifying suitable external candidates and completing the associated diligence,
regulatory and appointment processes would have taken a number of months, during
which the Company would have had no executive leadership.
The Chairman and the then Senior Independent Director were the Directors best placed,
by reason of their listed-company and financial markets experience, to assume those
responsibilities with immediate effect.
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Corporate Governance Report
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The Board concluded that continuity of executive leadership and control over the
Company’s assets, for what was expected to be, and has been, a short and defined
interim period, was of greater importance to shareholders than preserving the formal
independence of two of its members.
The Board recognises that this departs from Provision 9 and has put in place safeguards,
including collective Board decision-making, independent challenge from the Non-
Executive Directors and the recusal of conflicted Directors from decisions in which they
are interested.
Senior
Independent
Director
(Provision 12)
Following the
year-end, the
Senior
Independent
Director
assumed
executive
responsibilities,
with the result
that the
Company does
not currently
have a Senior
Independent
Director
The Company had a Senior Independent Director throughout the year ended 28 February
2026. Following the assumption of executive responsibilities by that Director after the year-
end, the role is temporarily vacant.
The Board considers this appropriate during the current interim period.
Audit
Committee
composition
(Provision 24)
Following the
year-end, the
Chairman of the
Audit Committee
assumed
executive
responsibilities,
so that the
Committee is not
currently chaired
by an
independent
Non-Executive
Director
Throughout the year ended 28 February 2026, the Audit Committee was chaired by an
independent Non-Executive Director. Following the year-end, the Chairman of the
Committee assumed executive responsibilities on an interim basis.
The Board is satisfied that the Committee continues to include independent Non-Executive
Director representation and to benefit from appropriate challenge
The Company’s governance framework will be reassessed following cancellation of the listing and the implementation of the
Company’s future strategy.
This Report was approved by the Board of Directors on 17 September 2026 and signed on its behalf by:
Ranald McGregor-Smith
Executive Chairman
17 September 2026
SATSUMA TECHNOLOGY PLC Annual Report and Financial Statements 2026
Directors’ Remuneration Report
21
Directors’ Remuneration Report
The Board has prepared the following Directors’ Remuneration Report for the year ended 28 February 2026.
Remuneration Policy
The Group’s remuneration policy is designed to attract, retain and motivate Directors and senior management with the skills
and experience necessary to support the Group’s strategic objectives.
During the year, the Group’s remuneration arrangements reflected the significant financing, treasury and restructuring
activities undertaken. The Board sought to balance cash preservation with the use of equity-linked incentives intended to align
management interests with long-term shareholder value creation, where possible.
Remuneration arrangements during the year included salary, consultancy arrangements, settlement payments and warrant
issuances.
Malus and clawback
The Remuneration Committee has considered the appropriateness of formal malus and clawback provisions within the
Company's remuneration arrangements.
Given the Company's current size, stage of development and relatively straightforward remuneration arrangements, the
Company does not currently operate formal contractual malus or clawback provisions, except for Share Options detailed
further below, which as at the reporting date, none had vested.
Accordingly, no remuneration awards during the year were subject to malus or clawback and no such provisions were
exercised during the reporting period.
The Committee recognises that malus and clawback arrangements form an important element of remuneration governance
and will continue to review the appropriateness of introducing formal provisions as part of its annual review of the Company's
remuneration framework.
Directors’ Remuneration Table
The roles presented below reflect the Board composition at the date of approval of this report. The remuneration
disclosures relate solely to amounts recognised during the financial year ended 28 February 2026. Changes to Board
composition during and subsequent to the reporting period are disclosed within the Corporate Governance Report and
Note 24 to the financial statements.
Director
Role
Salaries &
Fees
£’000
Bonus
payments
£’000
Settlement
Costs
£’000
Share-based
Payments
£’000
Consultancy
Fees
£’000
Total
£’000
Ranald
McGregor-
Smith
Executive Chairman
48
-
-
-
-
48
Clive Carver
Executive Director
20
-
-
-
-
20
Matthew
Lodge
Non-Executive Director
128
-
-
1,054
-
1,182
Nicholas Lyth
Former Executive Director
(CFO)
25
-
-
869
146
1,040
Henry Elder
Former Executive Director
(CEO)
320
500
1,041
-
-
1,861
Andrew Smith
Former Executive Director
(CFO)
188
450
455
-
-
1,093
Jonathan
Jachym
Non-Executive Director
35
-
-
-
-
35
Darcy Taylor
Former Non-Executive
Director
45
-
30
308
-
383
Mark
Rutledge
Former Non-Executive
Director
12
-
18
3
-
33
Totals
821
950
1,544
2,234
146
5,695
Patrick Dean and Nicholas Lee have been excluded from the Directors’ Remuneration table, as they were appointed after the
reporting date and no remuneration was recognised for the year ended 28 February 2026.
SATSUMA TECHNOLOGY PLC Annual Report and Financial Statements 2026
Directors’ Remuneration Report
22
Share-based payment amounts disclosed above are calculated as the market value of the underlying shares at the date of
grant, less the applicable exercise price, multiplied by the number of instruments awarded, and therefore do not represent the
IFRS 2 share-based payment charge recognised in the Financial Statements. The total of £5,695k above accordingly
reconciles to the £4,663k of Directors’ remuneration disclosed in Note 8 after deducting £1,196k, being the excess of the
intrinsic value used above over the £1,038k IFRS 2 charge recognised, and adding £164k of employer’s social security
contributions.
During the year, Henry Elder participated in the Company’s seed investor fundraising arrangements. Warrants issued in
connection with these investments were issued in the individuals’ capacity as an investor and are therefore excluded from the
Directors’ Remuneration disclosures, although included in Related Party disclosures. Refer to Note 22 within the Financial
Statements for further information.
Bonus payments
Bonus payments recognised during the year principally related to discretionary awards associated with the successful
completion of the Group’s financing activities, admission to the Equity Shares (Commercial Companies) Segment of the FCA
Official List and implementation of the Group’s treasury strategy.
In determining these awards, the Board considered the significant responsibilities undertaken by the relevant Directors during
a period of substantial corporate activity, the successful execution of these transactions and their contribution to the
transformation of the Group during the year. The awards were discretionary and not determined by reference to a formulaic
performance framework.
Settlement Costs
During the year, the Group entered into settlement arrangements with certain current and former Directors and key
management personnel as part of the Group’s restructuring activities.
The amounts recognised comprised payments in lieu of notice, contractual remuneration entitlements, including guaranteed
bonus payments where applicable, and other amounts agreed under settlement arrangements in connection with the
termination of employment and loss of office. The arrangements were entered into to provide for an orderly conclusion of the
relevant employment relationships and to settle the Group’s obligations arising on termination and/or restructuring related
activities.
Refer to Note 17 within the Financial Statements for further information.
Share-based Payments and Warrant Issuances
Warrant Issuances
During the year, on 14 July 2025, warrants over 11,000,000 Ordinary Shares were issued to Directors and entities controlled
by Directors with an exercise price of £0.002 per share and a three-year exercise period. All of these warrants, in addition to
previously issued warrants, were exercised during July 2025, with the tranche issued during the year being exercised on 25
July 2025.
The aggregate estimated fair value of these warrants at grant date was approximately £1 million and was recognised as a
share-based payment expense in the Consolidated Statement of Comprehensive Income and this excludes warrants issued
to Henry Elder in his capacity as an investor.
Further details are included within Notes 19 and 22 to the financial statements.
Employee Share Option Plan
During the year, the Company adopted an employee share option plan (the “ESOP”), pursuant to which options may be
granted over Ordinary Shares (the “Awards”). The ESOP is designed to encourage sustainable long-term performance.
The maximum aggregate value of Awards that may be granted to an Executive Director in respect of any financial year will
be no higher than the limit specified in the Company’s Directors’ Remuneration Policy, as approved by shareholders from
time to time.
The first Awards were granted to Executive Directors and certain Senior Managers during the year (the “Initial Awards”). The
Initial Awards are subject to time-based vesting in four equal annual tranches, with 25% vesting on each of the first, second,
third and fourth anniversaries of grant, subject to continued employment. No performance conditions apply to the Initial
Awards.
SATSUMA TECHNOLOGY PLC Annual Report and Financial Statements 2026
Directors’ Remuneration Report
23
Future Awards may be subject to performance or other objective conditions and post-vesting holding periods, as determined
by the Board in accordance with the ESOP and the Directors’ Remuneration Policy applicable at the time of grant.
The Board retains discretion to adjust formulaic vesting outcomes where it considers that the outcome does not fairly and
accurately reflect business performance.
The ESOP provides for Awards to employees of the Group. Awards may also be granted to consultants and other service
providers under a parallel consultant share option plan (the “Consultant Share Option Plan”).
Key Terms of the ESOP
The ESOP is available to employees of the Group, including Executive Directors, at the discretion of the Board or the
Remuneration Committee. Awards may also be granted to consultants under the Consultant Share Option Plan.
Awards are generally granted following the announcement of the Company’s interim or annual results (or in exceptional
circumstances) and are subject to an overall dilution limit of 10% of the Company’s issued share capital when aggregated
with awards granted under the Consultant Share Option Plan.
Awards normally vest over four years in equal annual instalments (25% per annum), subject to continued employment. The
Board may apply performance or other objective vesting conditions and retains discretion to adjust formulaic vesting outcomes
where these do not fairly reflect underlying business performance. The Board may also impose post-exercise holding periods.
Awards generally lapse on cessation of employment, subject to specified good leaver provisions. The Board also has
discretion to accelerate vesting in connection with a change of control and to adjust Awards where corporate transactions
would otherwise materially affect their value.
The Board may suspend the exercise of Awards where a participant is subject to investigation or disciplinary proceedings.
Malus and clawback
The ESOP includes malus and clawback provisions. The Board may reduce or cancel any unexercised portion of an Award
(malus) and, in specified circumstances, may reclaim or require repayment of an Award that has already vested and been
exercised, in whole or in part (clawback). The circumstances in which malus and clawback may apply are set out in the ESOP
rules approved by shareholders.
The Board may amend the ESOP in accordance with its rules, with shareholder approval required for certain material
amendments while the Company’s Ordinary Shares remain listed.
Further details of options granted under the ESOP are set out in Note 19. No options granted to Directors had vested as at
28 February 2026, and none had vested as at the date of this report.
Directors’ interests in shares/warrants
As at 28 February 2026, the interests of Directors in office in shares and warrants of the Company, together with the
comparative interests at 28 February 2025, where applicable, were as follows:
Matthew Lodge – 16,500,000 Shares (2025: 2,500,000 warrants)
Henry Elder – 31,974,500 Warrants (in his capacity as an investor, 2025: nil)
No other Director held an interest in the share capital of the Company at 28 February 2026.
Other than 31,974,500 Seed Warrants held by Henry Elder in his capacity as a seed investor, which were exercised on 28
July 2026 (see Notes 22 and 24), no Director held any warrants over Ordinary Shares as at 28 February 2026. All warrants
issued to Directors, or to entities controlled by Directors, in their capacity as Directors during the year were exercised in July
2025. No options granted under the Company’s ESOP scheme had vested at 28 February 2026 – refer to Note 19 for further
information.
Pensions
Pension contributions in respect of Directors during the year were not material to the Financial Statements.
SATSUMA TECHNOLOGY PLC Annual Report and Financial Statements 2026
Directors’ Remuneration Report
24
Service Contracts
Of the Directors who served during the year, only Andrew Smith was an employee of the Group, employed under a service
agreement. The other Directors were not employees and were engaged under letters of appointment or through service
companies. Henry Elder’s service during the year was governed by two consecutive service agreements, the first dated 13
July 2025 and the second entered into later in the year, with no break in continuity of service.
Executive and Non-Executive Directors are subject to notice periods of up to 3 to 12 months.
Remuneration Committee
The Remuneration Committee comprises Clive Carver and Ranald McGregor-Smith.
The Committee is responsible for reviewing the remuneration arrangements of Executive Directors and senior management
and for ensuring remuneration structures remain appropriate for the size and stage of development of the Group. The
Committee did not meet during the period from the Up-Listing to the reporting date.
This report was approved by the Board on 17 September 2026 and signed on its behalf by:
Ranald McGregor-Smith
Chairman of the Remuneration Committee
17 September 2026
SATSUMA TECHNOLOGY PLC Annual Report and Financial Statements 2026
Directors’ Report
25
Directors’ Report
The Directors present their Annual Report and the audited Financial Statements of the Company and its subsidiary for
the year ended 28 February 2026.
Results and Dividends
The loss for the year on ordinary activities attributable to equity holders of the parent after taxation amounted to
£76,914k (2025: £708k).
The Directors do not recommend the payment of a dividend (2025: £Nil).
Directors
The following Directors served on the Board during the year and up to the date of approval of this Annual Report
and Financial Statements are as follows:
Director
Position
Changes during the year and after
Ranald McGregor-Smith
Executive Chairman
Appointed on 19 December 2025 as Non-Executive
Chairman, assumed the role of Executive Chairman on 6
March 2026
Clive Carver
Executive Director
Appointed on 19 December 2025 as Non-Executive Senior
Director, assumed the role of Executive Director on 6
March 2026
Matthew Lodge
Non-Executive Director
Chief Executive Officer until 14 July 2025, then Non-
Executive Chairman, assumed the role of Non-Executive
Director on 19 December 2025
Jonathan Jachym
Non-Executive Director
Appointed on 1 August 2025
Patrick Charles Thomas Dean
Non-Executive Director
Appointed on 7 April 2026
Nicholas Lee
Non-Executive Director
Appointed on 7 April 2026
Henry Elder
Former Chief Executive Officer
Appointed on 14 July 2025 and resigned on 6 March 2026
Andrew Smith
Former Chief Financial Officer
Appointed on 1 November 2025 and resigned on 18
February 2026
Darcy Taylor
Former Non-Executive Director
Resigned on 11 December 2025
Nicholas Lyth
Former Chief Financial Officer
Resigned on 1 August 2025
Mark Rutledge
Former Non-Executive Director
Resigned on 06 July 2025
Substantial shareholders
As at 2 March 2026, being the first practicable date after the year end for which a full analysis of the register was available,
the following holders were shown on the Company’s register of members as holding 3% or more of the issued share capital:
Registered holder
Number of Ordinary Shares
Percentage of issued share
capital
Lynchwood Nominees Limited
2,650,705,000
23.66%
The Bank of New York (Nominees) Limited
2,185,392,245
19.51%
Vidacos Nominees Limited
1,276,410,067
11.39%
99 Capital LP
641,100,000
5.72%
Hyla SPV II LLC
565,400,000
5.05%
Lynchwood Nominees Limited, The Bank of New York (Nominees) Limited and Vidacos Nominees Limited are nominee
companies which hold Ordinary Shares on behalf of a number of underlying beneficial owners, none of which is separately
identified on the register of members.
SATSUMA TECHNOLOGY PLC Annual Report and Financial Statements 2026
Directors’ Report
26
As at 1 September 2026, being the first practicable date after the month end in which a full analysis of the register was
available, prior to the approval date of the Annual Report and Financial Statements, was:
Registered holder
Number of Ordinary Shares
Percentage of issued share
capital
Lynchwood Nominees Limited
2,788,905,000
24.82%
The Bank of New York (Nominees) Limited
2,035,452,170
18.12%
Interactive brokers LLC
803,086,239
7.15%
Vidacos Nominees Limited
700,010,000
6.23%
Hyla SPV II LLC
565,400,000
5.03%
Directors’ indemnity insurance
The Company has made qualifying third-party indemnity provisions and has maintained appropriate Directors’ liability
insurance for the year, for the benefit of its Directors and Officers. These were made during the year and remain in force at
the date of this report.
Financial risk management objectives
The Group has disclosed the financial risk management objectives within Note 20 of the financial statements.
Events after the reporting date
Details of significant events occurring after the reporting date are disclosed within Note 24 of the financial statements.
Going concern
The Directors have prepared the financial statements on a going concern basis.
The Group incurred a loss for the year of £76.9 million (2025: £0.7 million) and, at 28 February 2026, had net assets of £38.6
million (2025: net liabilities of £0.1 million). In assessing the appropriateness of the going concern basis, the Directors have
prepared cash flow forecasts covering a period of at least 12 months from the date of approval of these financial statements.
Following the General Meeting held on 20 July 2026, at which shareholders approved the return of substantially all the
Company’s capital and the cancellation of the Company’s listing, the Group has ceased to pursue its digital asset treasury
strategy, and the Company’s principal activity going forward is that of a cash shell. The forecasts reflect the Company’s
position following the return of capital and settlement of transformation and termination costs, estimated at £2.7 million, after
which the Company expects to retain approximately £2 million of cash and will have no borrowings, no digital asset holdings
and no trading operations.
Following the settlement of transformation and termination costs, in addition to the return of capital, the Company’s annualised
cost base is expected to significantly decrease as the Group’s operations are closed and the Company’s listing is cancelled.
The Directors have also considered the costs of the return of capital and the associated Court process, the costs of maintaining
the Company while a new venture is identified, and the sensitivity of the Company’s cash position to a delay in identifying a
suitable opportunity. Having considered these sensitivities, the Directors believe that the Company will have sufficient working
capital to meet its obligations as they fall due for a period of at least 12 months from the date of approval of these financial
statements.
Accordingly, the Directors continue to adopt the going concern basis of accounting in preparing these financial statements.
Political Donations
The Group made no political donations during the year (2025: £nil).
Greenhouse gas emissions
The Group consumed 40,000 kWh of energy or less during the year ended 28 February 2026 and has therefore applied the
low energy user exemption under paragraph 15 of Part 7 of Schedule 7 to The Large and Medium-sized Companies and
Groups (Accounts and Reports) Regulations 2008. Accordingly, the greenhouse gas emissions and energy consumption
disclosures otherwise required by Part 7 have not been provided.
Provision of information to Auditor
Each person who was a Director at the date of approval of this Annual Report confirms that:
• so far as the Director is aware, there is no relevant audit information of which the Group’s auditor is unaware; and
• the Director has taken all the steps that he ought to have taken as a Director in order to make himself aware of any
relevant audit information and to establish that the Group’s auditor is aware of that information.
SATSUMA TECHNOLOGY PLC Annual Report and Financial Statements 2026
Directors’ Report
27
External Auditor
Kreston Reeves LLP resigned as auditor of the Company on 12 September 2025.
BDO LLP was subsequently appointed as auditor on 23 October 2025 and resigned on 9 April 2026.
PKF Littlejohn LLP was appointed as auditor of the Company on 24 April 2026 and has expressed its willingness to continue
in office.
Resolutions to formally appoint and reappoint PKF Littlejohn LLP as auditor of the Company will be proposed at the
forthcoming Annual General Meeting.
This report was approved by the Board on 17 September 2026 and signed on its behalf.
Ranald McGregor-Smith
Executive Chairman
SATSUMA TECHNOLOGY PLC Annual Report and Financial Statements 2026
Directors’ Responsibilities Statement
28
Directors’ Responsibilities Statement
The Directors are responsible for preparing the Annual Report and the Financial Statements in accordance with applicable
law and regulations, including the Listing Rules, the Disclosure Guidance and Transparency Rules and the UK Corporate
Governance Code.
Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have
elected to prepare the Group and Company Financial Statements in accordance with UK-adopted International Accounting
Standards (UK-adopted IAS) in conformity with the requirements of the Companies Act 2006. 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 Group and Company, and of the profit or loss of the Group for that period. In preparing these Financial
Statements, the Directors are required to:
• select suitable accounting policies and then apply them consistently;
• make judgments and accounting estimates that are reasonable and prudent;
• state whether applicable UK-adopted IAS in conformity with the requirements of the Companies Act 2006 have been
followed, subject to any material departures disclosed and explained in the financial statements; and
• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will
continue in business.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Group’s
and Company’s transactions and disclose with reasonable accuracy at any time the financial position of the Group and
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 Group and Company, and hence for taking reasonable steps for the prevention
and detection of fraud and other irregularities.
The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the
Company’s website, www.satsuma.digital. Legislation in the United Kingdom governing the preparation and dissemination of
the Financial Statements may differ from legislation in other jurisdictions.
The Directors confirm that they have complied with the above requirements in preparing the Financial Statements. The
Directors consider that the Annual Report and Financial Statements, taken as a whole, are fair, balanced and understandable
and provide the information necessary for shareholders to assess the Company’s position and performance, business model
and strategy.
Directors Responsibility pursuant to Disclosure and Transparent Rules
Each of the Directors whose names and functions are listed on page 2 confirm that, to the best of their knowledge and belief:
• The Financial Statements prepared in accordance with UK-adopted international accounting standards, give a
true and fair view of the assets, liabilities, financial position and loss of the Group and Company; and
• the Annual Report and Financial Statements, including the Business review, includes a fair review of the
development and performance of the business and the position of the Group and Company, together with a
description of the principal risks and uncertainties that they face
SATSUMA TECHNOLOGY PLC Annual Report and Financial Statements 2026
Independent Auditor’s Report
For the year ended 28 February 2026
29
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF SATSUMA TECHNOLOGY PLC
Opinion
We have audited the financial statements of Satsuma Technology Plc (the ‘parent company’) and its subsidiaries (the ‘group’)
for the year ended 28 February 2026 which comprise the Consolidated Statement of Comprehensive Income, the
Consolidated and Company Statement of Financial Position, the Consolidated and Company Statement of Changes in Equity,
the Consolidated and Company Statement of Cash Flows, and notes to the financial statements, including significant
accounting policies.
The financial reporting framework that has been applied in their preparation is applicable law and UK-adopted international
accounting standards and as regards the parent company financial statements, as applied in accordance with the provisions
of the Companies Act 2006.
In our opinion:
• the financial statements give a true and fair view of the state of the group’s and of the parent company’s affairs as
at 28 February 2026 and of the group’s loss for the year then ended;
• the group financial statements have been properly prepared in accordance with UK-adopted international accounting
standards;
• the parent company financial statements have been properly prepared in accordance with UK-adopted international
accounting standards and as applied in accordance with the provisions of the Companies Act 2006; and
• the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our
responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial
statements section of our report. We are independent of the group and parent company in accordance with the ethical
requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard as
applied to listed public interest entities, and we have fulfilled our other ethical responsibilities in accordance with these
requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the
preparation of the financial statements is appropriate. Our evaluation of the directors’ assessment of the group’s and parent
company’s ability to continue to adopt the going concern basis of accounting included:
• We obtained an understanding of the business model, objectives, strategies and related business risk, the
measurement and review of the entity’s financial performance including forecasting and budgeting processes and
the entity’s risk assessment process;
• We assessed Directors’ assumptions into the going concern model including the reliability of underlying data used
to make the assumptions;
• We ensured the mathematical accuracy of the forecasts provided, and compared the forecasts with recent financial
information to consider the accuracy of the forecast;
• We evaluated the base case of the cash forecast prepared by the Directors and performed appropriate audit
procedures around the various stressed scenarios;
• We assessed adequacy and appropriateness of disclosures in the financial statements regarding the going concern
assessment.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that,
individually or collectively, may cast significant doubt on the group’s or parent company's ability to continue as a going concern
for a period of at least twelve months from when the financial statements are authorised for issue.
In relation to the entity’s reporting on how they have applied the UK Corporate Governance Code, we have nothing material
to add or draw attention to in relation to the directors’ statement in the financial statements about whether the directors
considered it appropriate to adopt the going concern basis of accounting.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections
of this report.
SATSUMA TECHNOLOGY PLC Annual Report and Financial Statements 2026
Independent Auditor’s Report
For the year ended 28 February 2026
30
Emphasis of matter
We draw attention to Note 24 to the financial statements which describes events occurring after the reporting date. As
disclosed in the note, shareholders approved on 20 July 2026 a proposal to return substantially all of the Company's capital
to shareholders and to cancel the admission of the Company's Ordinary Shares to the Official List and trading on the Main
Market of the London Stock Exchange. Following shareholder approval, the Group disposed of its remaining Bitcoin holdings.
The return of capital was confirmed by the High Court on 8 September 2026 and, following completion of the return of capital,
the Company expects to retain approximately £2 million to fund the development of a new business. These events are non-
adjusting events after the reporting date and do not affect the amounts recognised in the financial statements as at 28
February 2026 but are expected to have a material effect on the Group's future financial position, operations and results. Our
opinion is not modified in respect of this matter.
Our application of materiality
The quantitative and qualitative thresholds for materiality determine the scope of our audit and the nature, timing and extent
of our audit procedures. The materiality applied to the group financial statements was £595,000 based on 1.5% of net assets
at the planning stage. The performance materiality for the group was set at £357,000, which is 60% of overall materiality. We
have selected 60% based on our assessment of the relevant risk factors e.g. our understanding of the entity, its environment
and its system of internal control and turnover of senior management.
The materiality applied to the parent company financial statements was £410,000, based on 1.5% of net assets at the planning
stage. The performance materiality for the parent was set at £246,000, which is 60% of overall materiality. We have selected
60% based on our risk assessment of the control environment.
Net assets are considered the most appropriate benchmark for setting Group materiality as the Group is fundamentally
balance-sheet focused and users of the financial statements are primarily concerned with the value and stability of the
company’s underlying assets, capital base and liquidity position. The Group’s strategy is centred around digital assets, AI
infrastructure and treasury-related activities, meaning that the statement of financial position is the key indicator of the Group’s
financial substance.
We agreed with those charged with governance that we would report all differences identified during the course of our audit
in excess of £29,800 for the group financial statements, and £20,500 for the parent company financial statements. We also
agreed to report any other differences below that threshold that we believe warrant reporting on qualitative grounds.
For each component in scope of the audit, we allocated a performance materiality that was less than the Group performance
materiality. The performance materiality applied to the subsidiary financial statements was £286,000.
Our approach to the audit
The scope of our audit was influenced by our application of materiality. The quantitative and qualitative thresholds for
materiality determine the scope of our audit and the nature, timing and extent of our audit procedures. In particular, we looked
at areas involving significant accounting estimates and judgement by the Directors, and those areas assessed to be Key Audit
Matters as presented below. We also addressed the risk of management override of internal controls, including among other
matters consideration of whether there was evidence of bias that represented a risk of material misstatement due to fraud.
We assessed all components of the group for their significance in order to determine the extent of the work to be performed
on them in order to obtain sufficient and appropriate audit evidence on which to base the group audit opinion. Those entities
of the group which were considered to be significant components, being Satsuma Technology Plc and STT1 Pte. Limited,
were subject to full scope audit procedures by PKF Littlejohn LLP. Procedures were performed to address the assessed risks
of material misstatement.
We did not rely on the work of any component auditors.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial
statements of the current period and include the most significant assessed risks of material misstatement (whether or not due
to fraud) we identified, including those which had the greatest effect on: the overall audit strategy, the allocation of resources
in the audit; and directing the efforts of the engagement team. These matters were addressed in the context of our audit of
the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these
matters.
SATSUMA TECHNOLOGY PLC Annual Report and Financial Statements 2026
Independent Auditor’s Report
For the year ended 28 February 2026
31
Key Audit Matter
How our scope addressed this matter
Valuation of Digital Assets (Note 12)
The Group holds material Bitcoin balances. Digital assets are
subject to significant market volatility, and their valuation is
material to the financial statements. The audit team has
identified this as a key audit matter due to the magnitude of the
balance, valuation volatility and judgement involved in
assessing the appropriateness of the valuation basis and
related disclosures.
Our work in this area included:
Obtaining and reviewing management’s digital asset
valuation schedule;
Agreeing holdings to custody/blockchain evidence;
Agreeing pricing to independent market data at the
reporting date;
Assessing the appropriateness of the accounting policy
and valuation basis under the applicable financial
reporting framework; and,
Reviewing the adequacy of related disclosures.
Key observations:
We are satisfied that the valuation of Digital Assets is
reasonable.
Valuation and classification of Convertible Loan Notes
and attached Warrants (note 9)
The accounting treatment of the convertible loan notes
(“CLNs”) is complex and involves significant judgement and
technical complexity. In particular, management is required to
assess the appropriate classification of the various elements
of the instruments, including whether the conversion features
and other terms give rise to embedded derivatives which
require separate accounting treatment.
Significant judgement is also involved in determining the fair
value of the different components of the CLNs at initial
recognition and subsequently, including the valuation of
cryptocurrency received as consideration in relation to the
CLNs.
The valuation of these elements is inherently subjective due to
the bespoke nature of the arrangements, the absence of
directly comparable market instruments and the complexity of
the contractual terms. As a result, there is an increased risk of
material misstatement in relation to the classification,
valuation, subsequent measurement and related disclosures
of the CLNs in the financial statements and hence has been
determined to be a Key Audit Matter.
Our work in this area included:
Obtaining and reviewing the CLN agreements and
supporting transaction documentation;
Reviewing and scrutinising the key assumptions used in
management’s valuation calculations as well as assessing
their mathematical accuracy;
Assessing management’s technical accounting paper,
valuation at inception, challenging the classification and
measurement conclusions under the applicable financial
reporting framework;
Engagement of the PKF valuations team to review key
assumptions used in valuing the CLNs and associated
warrants at inception;
Verifying receipts from both CLNs and determining
whether crypto assets received have been appropriately
fair valued;
Agreeing relevant transactions to supporting records;
Agreeing subsequent settlement of CLN liabilities; and
Reviewing the adequacy of related disclosures.
Key observations:
We are satisfied that the valuation and classification of
Convertible Loan Notes (CLNs) and attached warrants is
reasonable.
Other information
The other information comprises the information included in the annual report, other than the financial statements and our
auditor’s report thereon. The directors are responsible for the other information contained within the annual report. Our opinion
on the group and parent company financial statements does not cover the other information and, except to the extent
otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to
read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial
statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify
such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a
material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that
there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
SATSUMA TECHNOLOGY PLC Annual Report and Financial Statements 2026
Independent Auditor’s Report
For the year ended 28 February 2026
32
Opinions on other matters prescribed by the Companies Act 2006
In our opinion the part of the directors’ remuneration report to be audited has been properly prepared in accordance with the
Companies Act 2006.
In our opinion, based on the work undertaken in the course of the audit:
• the information given in the strategic report and the directors’ report for the financial year for which the financial
statements are prepared is consistent with the financial statements; and
• the strategic report and the directors’ report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the
course of the audit, we have not identified material misstatements in the strategic report or the directors’ report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report
to you if, in our opinion:
• adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not
been received from branches not visited by us; or
• the parent company financial statements and the part of the directors’ remuneration report to be audited are not in
agreement with the accounting records and returns; or
• certain disclosures of directors’ remuneration specified by law are not made; or
• we have not received all the information and explanations we require for our audit.
Corporate governance statement
We have reviewed the directors' statement in relation to going concern, longer-term viability and that part of the Corporate
Governance Statement relating to the group’s and parent company's compliance with the provisions of the UK Corporate
Governance Code specified for our review by the Listing Rules.
Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the Corporate
Governance Statement is materially consistent with the financial statements or our knowledge obtained during the audit:
• Directors' statement with regards the appropriateness of adopting the going concern basis of accounting and any
material uncertainties identified as set out on page 14;
• Directors’ explanation as to their assessment of the group’s prospects, the period this assessment covers and why
the period is appropriate as set out on page 14;
• Directors’ statement on whether they have a reasonable expectation that the group will be able to continue in
operation and meet its liabilities as set out on page 14;
• Directors' statement that they consider the annual report and the financial statements, taken as a whole, to be fair,
balanced and understandable as set out on page 28;
• Board’s confirmation that it has carried out a robust assessment of the emerging and principal risks as set out on
page 17;
• The section of the annual report that describes the review of effectiveness of risk management and internal control
systems as set out on page 18; and
• The section describing the work of the audit committee as set out on page 13.
Responsibilities of directors
As explained more fully in the directors’ responsibilities statement, the directors are responsible for the preparation of the
group and parent company financial statements and for being satisfied that they give a true and fair view, and for such internal
control as the directors determine is necessary to enable the preparation of financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the group and parent company financial statements, the directors are responsible for assessing the group’s and
the parent company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and
using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company
or to cease operations, or have no realistic alternative but to do so.
SATSUMA TECHNOLOGY PLC Annual Report and Financial Statements 2026
Independent Auditor’s Report
For the year ended 28 February 2026
33
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance
is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a
material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually
or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of
these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with
our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to
which our procedures are capable of detecting irregularities, including fraud is detailed below:
• We obtained an understanding of the group and parent company and the sector in which they operate to identify
laws and regulations that could reasonably be expected to have a direct effect on the financial statements. We
obtained our understanding in this regard through discussions with management, industry research, application of
experience of the sector.
• We determined the principal laws and regulations relevant to the group and parent company in this regard to be
those arising from:
o Companies Act 2006;
o UK Listing Rules;
o Disclosure and Transparency Rules for Listed entities;
o Relevant tax legislation; and
o Uk-adopted International Accounting Standards.
• We designed our audit procedures to ensure the audit team considered whether there were any indications of non-
compliance by the group and parent company with those laws and regulations. These procedures included, but were
not limited to:
o Enquiries of management regarding potential instances of non-compliance;
o Reviewing Board of Directors’ minutes during the year and post-year end;
o Reviewing the legal and professional fee ledger accounts; and
o Reviewing Regulatory News Service announcements during the year and post-year end.
• We also identified the risks of material misstatement of the financial statements due to fraud. Aside from the non-
rebuttable presumption of a risk of fraud arising from management override of controls, we also considered there to
be a risk of fraud related to valuation of Digital assets and Convertible Loan notes, and attached Warrants.
• As in all of our audits, we addressed the risk of fraud arising from management override of controls by performing
audit procedures which included, but were not limited to: the testing of journals; reviewing accounting estimates for
evidence of bias; and evaluating the business rationale of any significant transactions that are unusual or outside
the normal course of business.
• As part of the Group audit, we designed our audit procedures to ensure the audit team considered whether there
any indications of non-compliance with laws and regulations by component entities. These procedures included, but
were not limited to:
o Enquiries of management regarding potential instances of non-compliance; and
o Reviewing the legal and professional fee ledger accounts.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading
to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that
compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we
will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring
due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting
Council’s website at: www.frc.org.uk/auditorsresponsibilities.
This description forms part of our auditor’s report.
SATSUMA TECHNOLOGY PLC Annual Report and Financial Statements 2026
Independent Auditor’s Report
For the year ended 28 February 2026
34
Other matters which we are required to address
We were appointed by the Board on 24 April 2026 to audit the financial statements for the period ending 28 February 2026
and subsequent financial periods. Our total uninterrupted period of engagement is 1 year, covering the year ending 28
February 2026.
The non-audit services prohibited by the FRC’s Ethical Standard were not provided to the group or the parent company and
we remain independent of the group and the parent company in conducting our audit.
Our audit opinion is consistent with the additional report to the audit committee.
Use of our report
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies
Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are
required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not
accept or assume responsibility to anyone, other than the company and the company's members as a body, for our audit
work, for this report, or for the opinions we have formed.
Timothy Harris FCA (Senior Statutory Auditor) 30 Churchill Place
For and on behalf of PKF Littlejohn LLP London
Statutory Auditor E14 5RE
17 September 2026
SATSUMA TECHNOLOGY PLC Annual Report and Financial Statements 2026
Consolidated Statement of Comprehensive Income
For the year ended 28 February 2026
35
Year ended | Year ended | ||
28 February | 28 February | ||
Continuing operations (£’000) | Note | 2026 | 2025 |
Revenue | 4 | ||
Administrative expenses | ( | ( | |
Unrealised loss on intangible assets | 12 | ( | |
Loss on disposal of intangible assets | 12 | ( | |
Operating loss | 5 | ( | ( |
Net foreign exchange losses | ( | ||
Fair value gains on investments | 13 | ||
Fair value loss on derivative liabilities | 9 | ( | |
Loss on convertible loan note settlements received in Bitcoin | 9 | ( | |
Finance Costs of convertible loan notes | 9 | ( | |
Loss before income tax | ( | ( | |
Income tax | 10 | ||
Loss for the year attributable to owners of the Parent | ( | ( | |
Basic and Diluted Loss Per Share attributable to owners of the Parent during the year from continuing operations: | |||
Basic loss per share | 11 | ( | ( |
Diluted loss per share | 11 | ( | ( |
Year ended 28 | Year ended 28 | ||
February 2026 | February 2025 | ||
£’000 | £’000 | ||
Loss for the year | ( | ( | |
Other Comprehensive Income: | |||
Items that may be subsequently reclassified to profit or loss | |||
Currency translation differences | |||
Other comprehensive income for the year, net of tax | |||
Total Comprehensive loss attributable to owners of the parent | ( | ( |
SATSUMA TECHNOLOGY PLC Annual Report and Financial Statements 2026
Consolidated and Company Statements of Financial Position
At 28 February 2026
Company number: 13279459
The Notes on pages 41 to 67 form part of these Financial Statements.
36
The Company has elected to take the exemption under Section 408 of the Companies Act 2006 from presenting the Parent
Company Income Statement and Statement of Comprehensive Income. The loss for the Company for the year ended 28
February 2026 was £89,798k (loss for year ended 28 February 2025: £708k).
The Financial Statements were approved and authorised for issue by the Board of Directors on 17 September 2026 and were
signed on its behalf by:
Clive Carver
Director
Group
Company
28 February | 28 February | ||
£’000 | Note | 2026 | 2025 |
Non-Current Assets | |||
Intangible assets | 12 | ||
Investments | 13 | ||
Investments in subsidiary | 13 | ||
Total Non-Current Assets | |||
Current Assets | |||
Trade and other receivables | 14 | ||
Cash and cash equivalents | 15 | ||
Total Current Assets | |||
Total Assets | |||
Current Liabilities | |||
Trade and other payables | 16 | ||
Restructuring Provision | 17 | ||
Total Current Liabilities | |||
Total Liabilities | |||
Net Assets/(Liabilities) | ( | ||
Equity attributable to owners of the Parent | |||
Share capital | 18 | ||
Share premium | 18 | ||
Warrant reserve | 19 | ||
Revaluation reserve | 12 | ||
Foreign currency translation reserve | |||
Retained losses | ( | ( | |
Total Equity | ( |
28 February
2026
28 February
2025
255
45
1,413
250
31,806
-
33,474
295
150
25
6,848
31
6,998
56
40,472
351
14,119
464
757
-
14,876
464
14,876
464
25,596
(113)
11,204
454
86,105
4,880
15,051
743
-
45
-
-
(86,764)
(6,235)
25,596
(113)
SATSUMA TECHNOLOGY PLC Annual Report and Financial Statements 2026
Consolidated Statement of Changes in Equity
For the year ended 28 February 2026
The Notes on pages 41 to 67 form part of these Financial Statements.
37
YEAR ENDED | Foreign | |||||||
28 FEBRUARY 2026 | Currency | Convertible | ||||||
Share | Share | Warrant | Revaluation | Translation | Loan Note | Accumulated | ||
£’000 | Capital | Premium Reserve | Reserve | Reserve | Reserve | Losses | Total | |
Balance at 1 March 2025 | ( | ( | ||||||
Loss for the year | ( | ( | ||||||
Other comprehensive income | ||||||||
Total comprehensive loss for the year | ( | ( | ||||||
Warrants issued | ||||||||
Expiry of warrant instruments | ( | |||||||
Release of revaluation reserve | ( | ( | ||||||
Total before transactions | ( | ( | ||||||
with owners | ||||||||
Exercise of warrants | ||||||||
Transfer on exercise of warrants | ( | |||||||
Issue of convertible loan notes | ||||||||
Conversion of convertible loan | ||||||||
notes | ||||||||
Transfer on conversion of convertible loan notes | ( | |||||||
Total transactions with owners, recognized directly | ( | |||||||
in equity | ||||||||
Balance at 28 February 2026 | ( | |||||||
YEAR ENDED | ||||||||
28 FEBRUARY 2025 | Convertible | |||||||
Share | Share | Warrant | Revaluation | Other | Loan Note | Accumulated | ||
£’000 | Capital | Premium | Reserve | Reserve | Reserves | Reserve | Losses | Total |
Balance at 1 March 2024 | ( | |||||||
Loss for the year | ( | ( | ||||||
Other comprehensive income | ||||||||
for the year | ||||||||
Total comprehensive loss for the year | ( | ( | ||||||
Issue of shares | ||||||||
Share-based payments | ||||||||
Changes in reserves | ||||||||
Total transactions with owners, recognized directly | ||||||||
in equity | ||||||||
Balance at 28 February 2025 | ( | ( | ||||||
SATSUMA TECHNOLOGY PLC Annual Report and Financial Statements 2026
Company Statement of Changes in Equity
For the year ended 28 February 2026
The Notes on pages 41 to 67 form part of these Financial Statements.
38
YEAR ENDED
28 FEBRUARY 2026
£’000
Share
Capital
Share
Premium
Warrant
Reserve
Revaluation
Reserve
Other
Reserves
Convertible
Loan Note
Reserve
Accumulated
Losses
Total
Balance at 1 March 2025
454
4,880
743
45
-
-
(6,235)
(113)
Loss for the year
-
-
-
-
-
-
(89,798)
(89,798)
Other comprehensive income
-
-
-
-
-
-
-
-
Total comprehensive loss for
the year
-
-
-
-
-
-
(89,798)
(89,798)
Warrants issued
-
-
16,016
-
-
-
-
16,016
Expiry of warrant instruments
-
-
(569)
-
-
-
569
-
Release of revaluation reserve
-
-
-
(45)
-
-
-
(45)
Total before transactions
with owners
454
4,880
16,190
-
-
-
(95,464)
(73,940)
Exercise of warrants
74
1,140
-
-
-
-
-
1,214
Transfer on exercise of
warrants
-
-
(1,139)
-
-
-
1,139
-
Issue of convertible loan notes
-
-
-
-
-
7,561
-
7,561
Conversion of convertible loan
notes
10,676
80,085
-
-
-
-
-
90,761
Transfer on conversion of
convertible loan notes
-
-
-
-
-
(7,561)
7,561
-
Total transactions with
owners, recognized directly
in equity
10,750
81,225
(1,139)
-
-
-
8,700
99,536
Balance at 28 February 2026
11,204
86,105
15,051
-
-
-
(86,764)
25,596
YEAR ENDED 28 FEBRUARY
2025
£’000
Share
Capital
Share
Premium
Warrant
Reserve
Revaluation
Reserve
Other
Reserves
Convertible
Loan Note
Reserve
Accumulated
Losses
Total
Balance at 1 March 2024
379
4,880
704
-
-
-
(5,527)
436
Loss for the year
-
-
-
-
-
-
(708)
(708)
Other comprehensive income
for the year
-
-
-
-
-
-
Total comprehensive loss for
the year
-
-
-
-
-
-
(708)
(708)
Issue of shares
75
-
-
-
-
-
-
75
Share-based payments
-
-
39
-
-
-
-
39
Changes in reserves
-
-
-
45
-
-
-
45
Total transactions with
owners, recognized directly
in equity
75
-
39
45
-
-
-
159
Balance at 28 February 2025
454
4,880
743
45
-
-
(6,235)
(113)
SATSUMA TECHNOLOGY PLC Annual Report and Financial Statements 2026
Consolidated Statement of Cash Flows
For the year ended 28 February 2026
The Notes on pages 41 to 67 form part of these Financial Statements.
39
Year ended | Year ended | ||
28 February | 28 February | ||
£’000 | Note | 2026 | 2025 |
Cash flows from operating activities | |||
Loss before income tax | ( | (707) | |
Adjustments for: | |||
Revenue received in intangible assets | 4 | ( | |
Revaluations of intangible assets | 12 | ||
Unrealised loss on intangible assets | 12 | ||
Loss on disposal of intangible assets | 12 | ||
Fair value gains on investments | 13 | ( | |
Fair value loss on derivative liabilities | 9 | ||
Loss on CLN settlements received in Bitcoin | 9 | ||
Effective interest charge on convertible loan notes | 9 | ||
Non-cash warrants expense | 19 | ||
Impairment of social security and other taxation balance | 14 | ||
Operating expenses settled through warrants | |||
Unrealised foreign exchange losses | |||
(Increase)/Decrease in trade and other receivables | 14 | ( | |
Increase in trade and other payables | 16 | ||
Increase in provisions | 17 | ||
Net cash used in operating activities | ( | ( | |
Cash flows from investing activities | |||
Purchase of intangible assets | 12 | ( | ( |
Disposal proceeds from sale of intangible assets | 12 | ||
Purchase of investments | 13 | ( | |
Foreign exchange difference on disposal proceeds | ( | ||
Net cash generated from/(used in) investing activities | ( | ||
Cash flows from financing activities | |||
Proceeds from issue of share capital | 18 | ||
Proceeds from issue of convertible loan notes | 9 | ||
Repayments of convertible loan notes | 9 | ( | |
Convertible loan note transaction costs paid | 9 | ( | |
Net cash (used in)/generated from financing activities | ( | ||
Net increase/(decrease) in cash and cash equivalents | ( | ||
Cash and cash equivalents at beginning of year | 15 | ||
Effect of foreign exchange rate changes on cash and cash equivalents | ( | ||
Cash and cash equivalents at end of year | 15 |
Non-cash Transactions
Certain convertible loan note subscriptions were settled in Bitcoin (£95,297k, as disclosed in Note 12) and convertible loan
notes were converted into ordinary shares during the year, as disclosed in Notes 9 and 18. Certain operating expenses and
Trade and other payables balances were also settled through non-cash transactions, including warrant issuances and
convertible loan note subscriptions. Of these amounts, £316k related to Trade and other payables outstanding at 28 February
2025 (£188k subsequently settled through warrant issuances and £128k through CLN subscriptions) and has therefore been
excluded from the movement in Trade and other payables presented in the Consolidated Statement of Cash Flows. The
movement in Trade and other receivables has been adjusted for a £895k Social security and other taxation balance impaired
in full during the year, as the impairment did not represent a cash flow.
SATSUMA TECHNOLOGY PLC Annual Report and Financial Statements 2026
Company Statement of Cash Flows
For the year ended 28 February 2026
The Notes on pages 41 to 67 form part of these Financial Statements.
40
£’000
Note
Year ended
28 February 2026
Year ended
28 February 2025
Cash flows from operating activities
Loss before income tax
(89,798)
(707)
Adjustments for:
Revenue received in intangible assets
4
(42)
Revaluations of intangible assets
12
-
45
Unrealised loss on intangible assets
12
212
-
Fair value gains on investments
13
(1,163)
-
Fair value loss on derivative liabilities
9
9,446
-
Loss on CLN settlements received in Bitcoin
9
2,142
-
Effective interest charge on convertible loan notes
9
21,212
-
Non-cash warrants expense
19
1,038
39
Impairment of amounts owed from subsidiary undertakings
14
1,205
-
Operating expenses settled through warrants
110
-
Impairment of investment in subsidiary
13
45,145
-
Impairment of social security and other taxation balance
14
895
-
Unrealised foreign exchange losses
588
-
Increase in trade and other payables
16
984
279
(Increase)/Decrease in trade and other receivables
14
(1,020)
30
Increase in amounts owed to subsidiary undertakings
16
630
-
Increase in provisions
17
757
-
Net cash used in operating activities
(7,659)
(314)
Cash flows from investing activities
Purchase of investments
13
-
(250)
Purchase of intangible assets
12
-
(45)
Net cash used in investing activities
-
(295)
Cash flows from financing activities
Advances to subsidiary undertakings
(23,782)
-
Repayment of advances to subsidiary undertakings
57,443
-
Proceeds from issue of share capital
18
948
75
Proceeds from issue of convertible loan notes
9
60,313
-
Repayments of convertible loan notes
9
(77,971)
-
Convertible loan note transaction costs paid
9
(1,699)
-
Foreign exchange differences on financing activities
(272)
-
Net cash (used in)/generated from financing activities
14,979
75
Net increase/(decrease) in cash and cash equivalents
7,320
(534)
Cash and cash equivalents at beginning of year
15
31
565
Effect of foreign exchange rate changes on cash and cash
equivalents
(503)
-
Cash and cash equivalents at end of year
15
6,848
31
Non-cash Transactions
The Company’s cash-flow movements have been adjusted for the non-cash transactions described in the Consolidated
Statement of Cash Flows above.
SATSUMA TECHNOLOGY PLC Annual Report and Financial Statements 2026
Notes to the Financial Statements
For the year ended 28 February 2026
41
SATSUMA TECHNOLOGY PLC Annual Report and Financial Statements 2026
Notes to the Financial Statements
For the year ended 28 February 2026
42
SATSUMA TECHNOLOGY PLC Annual Report and Financial Statements 2026
Notes to the Financial Statements
For the year ended 28 February 2026
43
SATSUMA TECHNOLOGY PLC Annual Report and Financial Statements 2026
Notes to the Financial Statements
For the year ended 28 February 2026
44
SATSUMA TECHNOLOGY PLC Annual Report and Financial Statements 2026
Notes to the Financial Statements
For the year ended 28 February 2026
45
SATSUMA TECHNOLOGY PLC Annual Report and Financial Statements 2026
Notes to the Financial Statements
For the year ended 28 February 2026
46
SATSUMA TECHNOLOGY PLC Annual Report and Financial Statements 2026
Notes to the Financial Statements
For the year ended 28 February 2026
47
SATSUMA TECHNOLOGY PLC Annual Report and Financial Statements 2026
Notes to the Financial Statements
For the year ended 28 February 2026
48
SATSUMA TECHNOLOGY PLC Annual Report and Financial Statements 2026
Notes to the Financial Statements
For the year ended 28 February 2026
49
SATSUMA TECHNOLOGY PLC Annual Report and Financial Statements 2026
Notes to the Financial Statements
For the year ended 28 February 2026
50
Auditor’s remuneration (£’000) | 2026 | 2025 |
Former auditor – Audit fees | 460 | 42 |
Current auditor – Audit fees | 160 | - |
Total Audit fees | 620 | 42 |
Former auditor – non-audit services (reporting accountant services) | 294 | - |
Current auditor – non-audit services (reporting accountant services) | 75 | - |
Total non-audit services | 369 | - |
Total Auditor’s remuneration | 989 | 42 |
Administrative expenses (£’000) | 2026 | 2025 |
Directors Fees | 3,625 | 203 |
Legal, professional and regulatory fees | 5,371 | 450 |
Operations costs | 2,035 | 17 |
Share-based payment charges | 1,038 | 39 |
Total Administrative expenses | 12,069 | 709 |
Separately disclosed items (£’000) | 2026 |
Pre-admission restructuring costs | 667 |
Admission-related cash costs | 3,961 |
Post-Admission executive transition and restructuring costs | 2,112 |
Total separately disclosed items included within administrative expenses | 6,740 |
Financing Costs - cash | 1,699 |
Total separately disclosed items included within finance costs | 1,699 |
Total separately disclosed items | 8,439 |
SATSUMA TECHNOLOGY PLC Annual Report and Financial Statements 2026
Notes to the Financial Statements
For the year ended 28 February 2026
51
£’000 | 2026 | 2025 |
Wages and salaries | 669 | 1 |
Social security costs | 99 | - |
Pension costs | 14 | - |
782 | 1 | |
Average monthly number of persons employed during the year – Group & Company | 1 | 1 |
£’000 | 2026 | 2025 |
Fees and remuneration | 642 | 169 |
Wages and salaries | 328 | 30 |
Bonuses | 950 | - |
Settlement and termination | 1,541 | - |
Social security costs | 164 | 4 |
Share-based payments | 1,038 | 13 |
4,663 | 216 |
SATSUMA TECHNOLOGY PLC Annual Report and Financial Statements 2026
Notes to the Financial Statements
For the year ended 28 February 2026
52
SATSUMA TECHNOLOGY PLC Annual Report and Financial Statements 2026
Notes to the Financial Statements
For the year ended 28 February 2026
53
CLN 1 - Initial Recognition | £’000 |
Derivative liability – Seed Warrants | 2,149 |
Host liability – gross allocation | 2,682 |
Conversion equity component | 169 |
Gross principal | 5,000 |
Transaction costs allocated to host liability | (134) |
Transaction costs allocated to equity | (8) |
Transaction costs expensed in respect of the derivative liability | (107) |
Total transaction costs | (250) |
Initial carrying amount of host liability | 2,548 |
Initial carrying amount of conversion equity component | 161 |
CLN 1 – Host liability | £’000 |
Initial carrying amount | 2,548 |
Effective interest finance cost | 2,452 |
Conversion | (4,000) |
Repayment | (1,000) |
Closing balance | - |
CLN 1 – Seed Warrant Derivative liability | £’000 |
Initial carrying amount | 2,149 |
Fair value loss | 9,446 |
Transfer to equity on warrant issuance | (11,595) |
Closing derivative liability | - |
SATSUMA TECHNOLOGY PLC Annual Report and Financial Statements 2026
Notes to the Financial Statements
For the year ended 28 February 2026
54
CLN 2 - Initial Recognition | £’000 |
Host liability – gross allocation | 156,003 |
Conversion equity component | 7,946 |
Gross principal | 163,949 |
Transaction costs allocated to host liability | (10,716) |
Transaction costs allocated to equity | (546) |
Total transaction costs | (11,262) |
Initial carrying amount of host liability | 145,287 |
Initial carrying amount of equity component | 7,400 |
CLN 2 – Host liability | £’000 |
Initial carrying amount | 145,287 |
Effective interest finance cost | 18,661 |
Conversion | (86,761) |
Repayment | (77,187) |
Closing balance | - |
SATSUMA TECHNOLOGY PLC Annual Report and Financial Statements 2026
Notes to the Financial Statements
For the year ended 28 February 2026
55
Gross Principal Reconciliation | £’000 |
Gross principal raised through CLN 1 and CLN 2 | 168,949 |
Non-cash subscriptions – CLN 1 | (160) |
CLN 1 transaction costs settled through subscription | (250) |
CLN 2 transaction costs settled through subscription | (6,174) |
Settlement loss on CLN 2 subscriptions received in Bitcoin | (2,142) |
Bank Fees | (23) |
Bitcoin received in settlement of CLN 2 subscriptions (Note 12) | (95,297) |
Cash proceeds from convertible loan notes | 64,903 |
2026 | 2025 | |
Current | £’000 | £’000 |
UK corporation tax – current year | - | - |
Deferred | ||
Originating and reversing temporary differences | - | - |
Total tax charge | - | - |
2026 | 2025 | |
£’000 | £’000 | |
Loss before tax | (76,914) | (708) |
Tax at the applicable tax rate of 25% (2025: 25%) | (19,229) | (177) |
Unutilised tax losses carried forward | - | 177 |
Expenses not deductible for tax purposes | 16,750 | - |
Income not subject to tax | (291) | - |
Capital losses realised and unrealised | (8,146) | |
Foreign exchange differences | 550 | |
Deferred tax assets not recognised | 10,366 | |
- | - |
SATSUMA TECHNOLOGY PLC Annual Report and Financial Statements 2026
Notes to the Financial Statements
For the year ended 28 February 2026
56
Basic loss per share | 2026 | 2025 |
Loss for the year from operations from continuing operations - £'000 | (76,914) | (708) |
Weighted number of ordinary shares in issue | 2,606,487,599 | 399,075,001 |
Basic loss per share from continuing operations | (2.95)p | (0.18)p |
Diluted loss per share | 2026 | 2025 |
Loss for the year from operations from continuing operations - £’000 | (76,914) | (708) |
Weighted average number of ordinary shares and potential shares | 2,606,487,599 | 399,075,001 |
Diluted loss per share from continuing operations | (2.95)p | (0.18)p |
SATSUMA TECHNOLOGY PLC Annual Report and Financial Statements 2026
Notes to the Financial Statements
For the year ended 28 February 2026
57
Company (£’000) | Bitcoin TAO Alpha | AROK | 2026 | 2025 | |
Valuation at 1 March | - | - | 45 | 45 | - |
Additions at fair value | 95,297 | 42 | - | 95,339 | 1 |
Transfers to subsidiary | (94,872) | - | - | (94,872) | - |
Write-off of digital assets | - | - | (45) | (45) | - |
Unrealised gains on digital assets | - | - | - | - | 44 |
Unrealised losses on digital assets | (192) | (20) | - | (212) | - |
Valuation at 28 February | 233 | 22 | - | 255 | 45 |
SATSUMA TECHNOLOGY PLC Annual Report and Financial Statements 2026
Notes to the Financial Statements
For the year ended 28 February 2026
58
Group | Company | |||
Group | Fair value | Company | Fair value | |
Cryptocurrency | Number | £ | Number | £ |
Bitcoin (BTC) | 620 | 30,809,321 | 5 | 232,517 |
TAO Alpha Tokens | 137 | 22,873 | 137 | 22,873 |
30,832,194 | 255,390 |
% | |||
Listed investments – Group (£’000) | Holding | 2026 | 2025 |
Listed equity investment - Roundhouse Digital Ltd | 10 | 1,413 | 250 |
1,413 | 250 |
% | |||
Investments – Company (£’000) | Holding | 2026 | 2025 |
Listed equity investment - Roundhouse Digital Ltd | 10 | 1,413 | 250 |
Investment in subsidiary - STT1 PTE Ltd | 100 | 31,806 | - |
33,219 | 250 |
SATSUMA TECHNOLOGY PLC Annual Report and Financial Statements 2026
Notes to the Financial Statements
For the year ended 28 February 2026
59
Group | Company | |||
£’000 | 2026 | 2025 | 2026 | 2025 |
Prepayments | 150 | 11 | 150 | 11 |
Social security and other taxation | - | 14 | - | 14 |
Total trade and other receivables | 150 | 25 | 150 | 25 |
SATSUMA TECHNOLOGY PLC Annual Report and Financial Statements 2026
Notes to the Financial Statements
For the year ended 28 February 2026
60
Number of | ||||
Company (£’000) | shares | Share capital | Share premium | Total |
At 1 March 2024 | 378,732,535 | 379 | 4,880 | 5,259 |
Issue of new shares – 22 November 2024 | 75,000,000 | 75 | - | 75 |
At 28 February 2025 | 453,732,535 | 454 | 4,880 | 5,334 |
Shares issued following warrant exercises | 74,067,665 | 74 | 1,140 | 1,214 |
Shares issued on Convertible Loan Note | 10,676,100,000 | 10,676 | 80,085 | 90,761 |
conversions | ||||
At 28 February 2026 | 11,203,900,200 | 11,204 | 86,105 | 97,309 |
Group | Company | |||||
£’000 | Restructuring | Other | Restructuring | Other | ||
Provision | Provisions | Total | Provision | Provisions | Total | |
At 1 March 2025 | - | - | - | - | - | - |
Provided for during the year | 1,158 | 299 | 1,457 | 458 | 299 | 757 |
Utilised during the year | - | - | - | - | - | - |
At 28 February 2026 | 1,158 | 299 | 1,457 | 458 | 299 | 757 |
£’000 | 2026 | 2025 |
Opening balance at 1 March | 743 | 704 |
Warrants issued | 16,016 | 39 |
Warrants exercised | (1,139) | - |
Warrants lapsed | (569) | - |
Closing balance at 28 February | 15,051 | 743 |
SATSUMA TECHNOLOGY PLC Annual Report and Financial Statements 2026
Notes to the Financial Statements
For the year ended 28 February 2026
61
Outstanding at 28 | Exercisable at 28 | |||
Issue date | Expiry period | Exercise price | February 2026 | February 2026 |
05 January 2023 | 5 years from date of issue | £0.03 | 4,600,000 | 4,600,000 |
28 June 2023 | 3 years from date of issue | £0.025 | 3,333,333 | 3,333,333 |
21 November 2024 | 3 years from date of issue | £0.002 | 1,000,000 | 1,000,000 |
12 December 2025 | 5 years from date of issue | £0.002 | 1,598,725,000 | 1,598,725,000 |
15 December 2025 | 5 years from date of issue | £0.0115 | 536,904,348 | 536,904,348 |
2,144,562,681 | 2,144,562,681 |
Weighted average | Number of | |
exercise price | warrants | |
Outstanding at the beginning of the year | 3.13p | 129,199,998 |
Issued during the year | 0.44p | 2,146,629,348 |
Exercised during the year | 1.61p | (74,067,665) |
Lapsed during the year | 4.98p | (57,199,000) |
Outstanding at the end of the year | 0.45p | 2,144,562,681 |
Exercisable at the end of the year | 0.45p | 2,144,562,681 |
SATSUMA TECHNOLOGY PLC Annual Report and Financial Statements 2026
Notes to the Financial Statements
For the year ended 28 February 2026
62
Financial Assets | 2026 | 2025 | ||||
£’000 | Amortised Cost | FVTPL | Total | Amortised Cost | FVTPL | Total |
Equity investment | 1,413 | 1,413 | - | 250 | 250 | |
Trade and other receivables | - | - | - | - | - | - |
Cash and cash equivalents | 8,775 | - | 8,775 | 31 | - | 31 |
8,775 | 1,413 | 10,188 | 31 | 250 | 281 |
Financial Assets | 2026 | 2025 | ||||
£’000 | Amortised Cost | FVTPL | Total Amortised Cost | FVTPL | Total | |
Equity investment | 1,413 | 1,413 | - | 250 | 250 | |
Trade and other receivables | - | - | - | - | - | - |
Cash and cash equivalents | 6,848 | - | 6,848 | 31 | - | 31 |
6,848 | 1,413 | 8,261 | 31 | 250 | 281 |
Financial Liabilities | 2026 | 2025 | 2026 | 2025 |
Group | Group | Company | Company | |
£’000 | Amortised | Amortised | Amortised | Amortised |
Cost | Cost | cost | cost | |
Trade and other payables | 830 | 312 | 827 | 312 |
Amounts owed to Subsidiary undertakings | - | - | 12,987 | - |
830 | 312 | 13,814 | 312 |
SATSUMA TECHNOLOGY PLC Annual Report and Financial Statements 2026
Notes to the Financial Statements
For the year ended 28 February 2026
63
No fixed | ||||
contractual | ||||
Financial Liabilities | Less than | maturity | ||
£’000 | 1 month | 1 – 3 months | date | Total |
Group | ||||
Trade and other payables | 830 | - | - | 830 |
Company | ||||
Trade and other payables | 827 | - | - | 827 |
Amounts owed to Subsidiary undertakings | - | - | 12,987 | 12,987 |
Company total | 827 | - | 12,987 | 13,814 |
Group | Group | Company | Company | |
£’000 | 2026 | 2025 | 2026 | 2025 |
Cash and cash equivalents | 8,775 | 31 | 6,848 | 31 |
8,775 | 31 | 6,848 | 31 |
SATSUMA TECHNOLOGY PLC Annual Report and Financial Statements 2026
Notes to the Financial Statements
For the year ended 28 February 2026
64
Amounts | |||||
Relationship | Amounts transacted | outstanding at | |||
(at 28 | during the year ended | 28 February | |||
Connected | February | 28 February 2026 | 2026 | ||
Director | Related Party | 2026) | Nature of Transactions | £’000 | £’000 |
Carraway Capital | Entity | ||||
Mark Rutledge | Corp. | controlled by | Director Remuneration | 55 | - |
Roundhouse | former KMP | and warrant exercises | |||
Digital Pte Ltd | |||||
Dark Peak | Entity | Director Remuneration, | |||
Nicholas Lyth | Services Ltd | controlled by | consultancy services, | 203 | - |
former KMP | warrants issued and | ||||
warrant exercises | |||||
Potentially AI Plc | Shared | ||||
Nicholas Lyth | (formerly Tiger | directorship | Revenue | 10 | - |
Royalties and | with former | ||||
Investments Plc) | KMP |
SATSUMA TECHNOLOGY PLC Annual Report and Financial Statements 2026
Notes to the Financial Statements
For the year ended 28 February 2026
65
Letter 4 | Entity | Director Remuneration, | |||
Darcy Taylor | Consulting Ltd | controlled by | warrants issued and | 135 | 5 |
former KMP | warrant exercises | ||||
Fidelio Partners | |||||
Pte Ltd | |||||
Marallo Holdings | Entity | Director Remuneration, | |||
Matthew Lodge | Pte Ltd | controlled by | warrants issued and | 208 | 5 |
Kaikalani Pte Ltd | Director | warrant exercises | |||
Astrid Intelligence | |||||
Plc (formerly Cel | |||||
AI Plc) | |||||
Marallo Holdings | Entity | ||||
Michael | Inc | controlled by | Warrant exercises | 12 | - |
Edwards | Marallo Holdings | former KMP | |||
Pte Ltd | |||||
Ranald | Bridgend Finance | Entity | |||
McGregor- | Limited | controlled by | Director Remuneration | 48 | 20 |
Smith | Director | ||||
Entity | |||||
Henry Elder | Knox LLC | controlled by | Director Remuneration | 1,426 | 700 |
Director |
During the year, on 14 July 2025, warrants over 11,000,000 Ordinary Shares were issued to entities controlled by Directors.
The warrants had an exercise price of £0.002 per share and an estimated aggregate fair value of £1,038k. All such warrants
were exercised on 25 July 2025. Further details are included within Note 19. Cash proceeds received in relation to warrants
exercised during the year are included within the table above.
Mark Rutledge
Carraway Capital Corp transacted with the Group in relation to Mr Mark Rutledge. Remuneration for the year, included within
transaction amounts above, totalled £12k (2025: £36k), in addition to PILON of £18k. There were no amounts outstanding at
28 February 2026 (2025: £39k). Included within transaction amounts above was £25k of cash proceeds received for the
exercise of warrants (2025: £nil), settled by Roundhouse Digital Pte Ltd.
Nicholas Lyth
Dark Peak Services Ltd transacted with the Group in relation to Mr Nicholas Lyth. During the year, total transaction amounts
were £203k (2025: £30k) with no amounts outstanding at 28 February 2026 (2025: £37,500). Included within transaction
amounts above was £146k for consultancy services (2025: £nil), Director’s remuneration of £25k (2025: £30k), and cash
proceeds for the exercise of warrants totalling £32k (2025: £nil). The exercise of warrants includes 4,000,000 warrants issued
during the year in addition to 10,000,000 previously issued warrants. Amounts due on exercise were partially settled through
offset against balances owed by the Group at the exercise date.
Trading with Tiger Royalties and Investments Plc
During the year, the Company recognised total revenue of £42k from services provided to Tiger Royalties and Investments
Plc (now trading as Potentially AI Plc), of which £10k related to the period up to 1 August 2025 when Tiger Royalties and
Investments Plc was a related party due to the Directorship of Nicholas Lyth.
Darcy Taylor
Letter 4 Consulting Ltd transacted with the Group in relation to Mr Darcy Taylor. Remuneration for the year totalled £75k
(2025: £10k), including PILON of £30k. At 28 February 2026, an amount of £5k was outstanding (2025: £10k). Included within
transaction amounts above was £60k of cash proceeds received for the exercise of warrants (2025: £nil), paid by Darcy
Taylor. The exercise of warrants includes 3,000,000 warrants issued during the year in addition to 2,500,000 previously issued
warrants. Amounts due on exercise were partially settled through offset against balances owed by the Group at the exercise
date.
Matthew Lodge
Mr Matthew Lodge transacted with the Group through several related party companies, principally Fidelio Partners Pte Ltd.
Remuneration for the year totalled £128k (2025: £8k). The amounts outstanding at 28 February 2026 totalled £10k, (2025:
£10k). Included within transaction amounts above was £80k of cash proceeds received, from entities with shared Directorships
SATSUMA TECHNOLOGY PLC Annual Report and Financial Statements 2026
Notes to the Financial Statements
For the year ended 28 February 2026
66
SATSUMA TECHNOLOGY PLC Annual Report and Financial Statements 2026
Notes to the Financial Statements
For the year ended 28 February 2026
67