Company registration number 09172128 (England and Wales)
CRYPTO FACILITIES LTD
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
CRYPTO FACILITIES LTD
COMPANY INFORMATION
Directors
Ms S Kurtas
Mr T A Morgan
Mr B Das
Company number
09172128
Registered office
6th Floor
One London Wall
London
EC2Y 5EB
Auditor
Gravita Audit II Limited
Aldgate Tower
2 Leman Street
London
E1 8FA
CRYPTO FACILITIES LTD
CONTENTS
Page
Strategic report
1 - 3
Directors' report
4 - 5
Independent auditor's report
6 - 8
Statement of comprehensive income
9
Balance sheet
10
Statement of changes in equity
11
Notes to the financial statements
12 - 23
CRYPTO FACILITIES LTD
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 1 -

The directors present the strategic report for the year ended 31 December 2024.

Review of the business

Crypto Facilities Ltd, (the “Company”) is a wholly owned subsidiary of Crypto Research Ltd (The “Parent”), a company registered in England and Wales. The Company operates a platform which allows participants to trade in Futures based on the price of cryptocurrency. The Company has one core regulated business, enabling customers to trade in digital asset Futures on its Multilateral Trading Facility (MTF).

 

The Company derives revenue from trading fees charged to participants for the matched transactions of the notional value of derivatives contracts traded on its exchange platform.

 

The company operates within the highly dynamic and rapidly changing cryptocurrency market, where fluctuations in digital asset values, regulatory updates, and technological advancements can significantly impact operations. Despite these challenges, management has identified several key factors that support the company’s ability to remain a going concern.

 

Additionally, management has assessed the primary risks facing the company, including market decline and regulatory changes, which can lead to fluctuations in revenue. Many of these factors are unpredictable and beyond the company’s control. However, management anticipates continued market volatility and expects gradual improvement in the cryptocurrency market throughout 2025 and beyond.

 

As of 31 December 2024, the Company had £16.0 million of cash on hand (2023: £7.6 million).

Principal risks and uncertainties

 

Personnel and third-party fraud risk

 

Digital Assets and cryptocurrencies are supported by digital networks, operated through protocols established and governed by consensus that are implemented through computer software. They are therefore exposed to risks due to fraud, technological glitches, malware, and hackers. The loss of access to its private keys or other data loss could adversely impact the company’s reputation, business, financial condition, and operations. The company employs strict measures and controls in ensuring that customer data and assets are safeguarded. Furthermore, the company has on-going mechanisms to monitor platform activity and reconciliation of transactions against platform data.

 

Market risk

 

The primary activity of the company is the provision of a trading platform that allows its users to transact in cryptocurrency derivative contracts. The company generates trading revenues through the charging of fees to the clients of the platform each time they execute a transaction, and these fees are in the form of cryptocurrency. The company’s trading revenues are therefore subject to significant cryptocurrency market risk.

Liquidity risk

 

The company is unlikely to face liquidity risks in the short to medium term. The firm maintains substantial liquid cash reserves that exceed its typical annual cash outflows. Cash balances at the end of 2024 were £16 million, and this is expected to grow to £37 million by the end of 2025. We anticipate maintaining cash reserves well above the minimum capital adequacy requirements and annual cash outflows. As a result, the company does not rely on the liquidation of illiquid assets to meet its liabilities.

 

Credit risk

 

The company is not subject to any significant credit risks. The company does not extend credit to any of the clients on its trading platform and does not intend to change this aspect of its business model. The company has no plans to extend into lines of business that would alter its credit risk profile. Trade debtors comprise a minimal proportion of its balance sheet and this is not forecast to change in a significant manner.

CRYPTO FACILITIES LTD
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 2 -
Key performance indicators

For the year ended 31 December 2024, the Company key performance indicators (“KPI”) include but are not limited to trading volume and revenue. These metrics provide indicators as to the performance of the Company and its ability to retain and grow its client base.

 

Trading revenue decreased by 48% (£703k to £367k) and total income increased by 145% (£7.8m to £19.2m). The decrease in trading revenue is attributed to the industry market condition and the board of directors anticipates a strong rebound in 2025 buoyed by increased institutional participation in crypto assets and launches of additional Futures product.

Future Developments

The Company continues to enhance its trading platform to attract and retain customers.

 

Key elements of the company’s strategy include but are not limited to the following:

SECTION 172(1) STATEMENT

In accordance with Section 414CZA, the directors have considered the following matters during the performance of their duty to promote the success of the Company.

 

The board's current decisions are aligned with the future aims of the Company, which are primarily orientated towards growth and continuously improving the services provided to the Company's clients.

 

Stakeholder Engagement

The Company manages its engagements with its key stakeholders in the following ways:

 

Clients
The Company's clients are the users of its trading platform, and the board is focused on delivering a high-quality user experience. This is achieved through collecting client feedback and monitoring the wider industry to inform decisions about adding new features and other improvements to the platform. Client engagement is achieved through community building, direct client outreach and building meaningful relationships with individual clients. In respect of the Company's target market, the Company's long-term plans are to expand its institutional investors member base since it now operates a Multilateral Trading Facility (MTF), as well as ensuring that individual investors can access the Company's services through user-friendly and trusted channels.

 

Suppliers
The Company's key supplier is the provider of settlement and valuation pricing for the contracts listed on the trading platform, facilitating an integral part of the Company's operations. This relationship is managed through a licensing agreement between the parties. The quality and reliability of this service is of key operational and reputational importance to the Company and constitutes an essential part of the long-term ambitions of the Company. The Company also relies on providers of cloud computing services, and the board is vigilant to the evolving landscape of providers and services available to ensure that it is utilizing those that best fit its needs.

 

Employees
The directors recognise that the Company's employees are crucial to the business and the delivery of the future strategic aims. The success of the business depends on attracting, retaining and motivating highly qualified employees. The directors understand the importance of pay, benefits, safety and the workplace environment in achieving this objective. Management directly engage with all employees on a bi-annual basis through formal conversations, and monthly through business updates. Directors consider the implications of decisions on employees and the wider workforce, where relevant and feasible.

CRYPTO FACILITIES LTD
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 3 -

Capital allocation

In the year 2024, the board did not recommend dividend payout.

 

Culture
In its business conduct, the Company emphasizes transparency and high compliance standards in order to comply with the requirements and rules imposed by its regulators, predominantly the Financial Conduct Authority. The Company continues to be ambitious in its strategic aims, seeking to maintain a trusted reputation in the market while continuously expanding the scope and quality of the services it offers its clients. The Company also focuses on technological innovation, allowing it to bring new and innovative products to market while ensuring that these meet the high standards the Company is committed to.

On behalf of the board

.............................................
Mr T A Morgan
Director
Date: .............................................
CRYPTO FACILITIES LTD
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 4 -

The directors present their annual report and financial statements for the year ended 31 December 2024.

Principal activities

The principal activity of the company in the year under review was that of the provision of a trading platform with market places that allows its users to transact in cryptocurrency derivative products.

Results and dividends

The results for the year are set out on page 9.

No ordinary dividends were paid. The directors do not recommend payment of a final dividend.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

 

M Jennings                (Resigned on 29 November 2024)

C Dolan                    (Resigned on 11 November 2024)

B Das                    (Appointed on 25 July 2024)

T Morgan                (Appointed on 17 December 2024)

S Kurtas                (Appointed on 17 December 2024)

Energy and carbon report

As the company has not consumed more than 40,000 kWh of energy in this reporting period, it qualifies as a low energy user under these regulations and is not required to report on its emissions, energy consumption or energy efficiency activities.

Statement of directors' responsibilities

The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

 

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

 

 

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

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

CRYPTO FACILITIES LTD
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 5 -

In preparing these financial statements, the directors are required to:

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

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

On behalf of the board
Mr T A Morgan
Director
18 April 2025
CRYPTO FACILITIES LTD
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF CRYPTO FACILITIES LTD
- 6 -
Opinion

We have audited the financial statements of Crypto Facilities Ltd (the 'company') for the year ended 31 December 2024 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity 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 United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

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 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, 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.

 

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 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.

 

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

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 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.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

CRYPTO FACILITIES LTD
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF CRYPTO FACILITIES LTD (CONTINUED)
- 7 -
Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its 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:

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the 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 financial statements, the directors are responsible for assessing the 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 company or to cease operations, or have no realistic alternative but to do so.

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.

The extent to which our procedures are capable of detecting irregularities, including fraud

The objectives of our audit, in respect to fraud are: to identify and assess the risks of material misstatement of the financial statements due to fraud, through designing and implementing appropriate responses: and to respond appropriately to fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and management. Our approach was as follows:

 

CRYPTO FACILITIES LTD
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF CRYPTO FACILITIES LTD (CONTINUED)
- 8 -

To address the risk of fraud through management bias and override of controls, we:

 

 

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

 

 

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

 

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment by for example forgery, or intentional misrepresentation or through collusion. Our audit procedures are designed to detect material misstatement. We are not responsible for preventing noncompliance or fraud and cannot be expected to detect non-compliance with all laws and regulations.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Use of our report

This report is made solely to the company's member 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 member those matters we are required to state to the member 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 member, for our audit work, for this report, or for the opinions we have formed.

Daniel Howarth
Senior Statutory Auditor
For and on behalf of Gravita Audit II Limited
23 April 2025
Chartered Accountants
Statutory Auditor
CRYPTO FACILITIES LTD
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
- 9 -
2024
2023
Notes
£
£
Turnover
3
367,178
703,924
Cost of sales
(36,478)
(70,328)
Gross profit
330,700
633,596
Administrative expenses
(5,061,123)
(7,347,896)
Operating loss
4
(4,730,423)
(6,714,300)
Other operating income
8
18,889,196
7,167,151
Interest payable and similar expenses
9
(30,774)
(51)
Profit before taxation
14,127,999
452,800
Tax on profit
10
(3,206,566)
(305,970)
Profit for the financial year
10,921,433
146,830

The profit and loss account has been prepared on the basis that all operations are continuing operations.

CRYPTO FACILITIES LTD
BALANCE SHEET
AS AT
31 DECEMBER 2024
31 December 2024
- 10 -
2024
2023
Notes
£
£
£
£
Fixed assets and other non-current assets
Tangible assets
11
146,504
2,770
Debtors
12
276,336
-
0
422,840
2,770
Current assets
Debtors
12
6,086,909
7,303,316
Other assets
13
175,453,279
85,347,162
Cash at bank and in hand
15,982,059
7,551,820
197,522,247
100,202,298
Creditors: amounts falling due within one year
Amounts falling due within one year
14
1,079,555
814,498
Other liabilities
15
167,272,294
81,653,924
168,351,849
82,468,422
Net current assets
29,170,398
17,733,876
Total assets less current liabilities
29,593,238
17,736,646
Provisions for liabilities
Deferred tax liability
16
13,673
-
0
(13,673)
-
Net assets
29,579,565
17,736,646
Capital and reserves
Called up share capital
18
118
118
Share premium account
6,711,629
6,711,629
Other reserves
2,685,087
1,763,601
Profit and loss reserves
19
20,182,731
9,261,298
Total equity
29,579,565
17,736,646
The financial statements were approved by the board of directors and authorised for issue on 18 April 2025 and are signed on its behalf by:
Mr T A Morgan
Director
Company registration number 09172128 (England and Wales)
CRYPTO FACILITIES LTD
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 11 -
Share capital
Share premium account
Capital contribution
Profit and loss reserves
Total
£
£
£
£
£
Balance at 1 January 2023
118
6,711,629
939,494
9,114,468
16,765,709
Year ended 31 December 2023:
Profit and total comprehensive income
-
-
-
146,830
146,830
Share-based payment charge
-
-
824,107
-
0
824,107
Balance at 31 December 2023
118
6,711,629
1,763,601
9,261,298
17,736,646
Year ended 31 December 2024:
Profit and total comprehensive income
-
-
-
10,921,433
10,921,433
Share-based payment charge
-
-
921,486
-
0
921,486
Balance at 31 December 2024
118
6,711,629
2,685,087
20,182,731
29,579,565
CRYPTO FACILITIES LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 12 -
1
Accounting policies
Company information

Crypto Facilities Ltd is a private company limited by shares incorporated in England and Wales. The registered office is 6th Floor, One London Wall, London, EC2Y 5EB.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:

 

 

The financial statements of the company are consolidated in the financial statements of Crypto Research Ltd as at 31 December 2024. These consolidated financial statements are available from its registered office.

1.2
Going concern

Atruet the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

1.3
Turnover

Trading revenue comprises the fair value of the consideration received from users of the online marketplace for the trading of financial instruments in the ordinary course of the Company’s activities. Trading revenue is shown net of value added tax and other sales tax. Trading revenue is recognised when it is probable that economic benefits associated with the transaction will flow to the Company, and the trading revenue can be reliably measured.

Principal trading revenue derives from trading fees charged to participants for every matched transaction based on the notional value of derivatives contracts traded on its exchange platform. The Company operates a tier pricing model based on volume, with tier thresholds set between $100,000 to $1,000,000,000. For further details, please refer to https://www.cryptofacilities.com/derivatives/api/v3/ feeschedule setting out the full breakdown of the tiered fees.

CRYPTO FACILITIES LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 13 -

The Company generales revenues through the charging of fees to the users of the platform each time they execute a transaction in the cryptocurrency derivative contracts that the Company operates a market in. As the contracts are denominated in and paid out in cryptocurrency the Company charges its fees In cryptocurrency. The cumulative balance of fees is held by the Company as Company assets. From time to time the Company will liquidate the cryptocurrency assets for fiat currency held for corporate purposes.

Other operating income relates to residual profit received from the group as part of the group transfer pricing model and is considered to be non-trading income.

1.4
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Leasehold improvements
5 years (straightline)
Fixtures and fittings
5 years (straightline)
Computers
2 years (straightline)

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

1.5
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.6
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

CRYPTO FACILITIES LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 14 -
Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

 

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

 

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

 

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

 

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

 

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

CRYPTO FACILITIES LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 15 -
Derecognition of financial liabilities

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

1.7
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

1.8
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

 

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.9
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

 

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

 

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.10
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.11
Share-based payments

Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using the Black Scholes model. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.

CRYPTO FACILITIES LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 16 -

When the terms and conditions of equity-settled share-based payments at the time they were granted are subsequently modified, the fair value of the share-based payment under the original terms and conditions and under the modified terms and conditions are both determined at the date of the modification. Any excess of the modified fair value over the original fair value is recognised over the remaining vesting period in addition to the grant date fair value of the original share-based payment. The share-based payment expense is not adjusted if the modified fair value is less than the original fair value.

 

Cancellations or settlements (including those resulting from employee redundancies) are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.

1.12
Leases

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.

1.13

Accounting for cryptocurrencies

The Company values fee revenue on the same day it is earned, the translation performed using the cryptocurrency reference rates calculated and published from group provider, CF Benchmarks, a registered benchmark used by third parties as benchmarks. This ensures that the financial assets are stated at fair value with any resulting gains or losses recognised in the Statement of Comprehensive Income.

1.14

Accounting for non-financial crypto assets

Cryptocurrency assets are held for sale in the ordinary course of business of the Company and therefore are accounted for using the principles of FRS 102 Section 13.

 

FRS 102 Section 13 requires measurement at the lower of cost and net realisable value. The Company has elected to measure the Cryptocurrency assets at fair value.

 

Cryptocurrency assets are priced on a daily basis based on the amount of the Cryptocurrency assets held using the relevant Quoted Price, and is considered to be the fair value of the Cryptocurrency assets.

 

Issue and Redemption:

Upon initial recognition and the receipt of Cryptocurrency assets, they are recorded at fair value using the Quoted Price. Upon redemption of Digital Securities and the transfer out of Cryptocurrency assets, the attributable cost shall be calculated in accordance with the average cost methodology, and the overall cost reduced accordingly to represent the de-recognition of the Cryptocurrency assets.

 

The assets are measured at fair value less costs to sell with changes in valuation being recorded in the Statement of Comprehensive Income in the period in which they arise. Cryptocurrency assets are categorised as non-financial assets.

 

Subsequent Measurement

Change in the fair value of the Company's own Cryptocurrency assets are recorded through the Statement of Comprehensive Income.

Change in the fair value of client Cryptocurrency assets are attributable to the holders of the the Cryptocurrency assets and therefore the change in value of the Cryptocurrency assets is matched with a corresponding change to Funds owed to clients. There is no impact to the Company's profit or loss in this instance.

 

 

 

 

CRYPTO FACILITIES LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 17 -
During 2024, the Company offered contracts that were collateralised and paid out in the following cryptocurrencies:

Cryptocurrency Name   Trading Symbol
Bitcoin     XBT
Ether    ETH
Ripple        XRP
Litecoin     LTC
Bitcoin Cash    BCH
1.15

Cryptoassets

When a client wishes to transact in cryptocurrency derivatives on the Company trading platform, they must first deposit the relevant cryptocurrency with the Company. These cryptocurrency assets are then held by the Company on behalf of the client. The cumulative balance of cryptocurrencies in other assets, comprises of all client's cryptoassets and the Company owned cryptoassets. Client cryptoassets reflect the balances held by the Company on behalf of its clients. As these assets are the property of its clients, a corresponding entry of the same amount is made in the Company's creditors - funds owed to clients.

2
Judgements and key sources of estimation uncertainty

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

3
Turnover and other revenue
2024
2023
£
£
Turnover analysed by class of business
Digital assets trading income
367,178
703,924
2024
2023
£
£
Other revenue
Interest income
573
31,995
4
Operating loss
2024
2023
Operating loss for the year is stated after charging/(crediting):
£
£
Exchange gains
(145,095)
(2,216,066)
Depreciation of owned tangible fixed assets
5,375
12,778
Share-based payments
921,486
824,107
Operating lease charges
491,160
595,200
CRYPTO FACILITIES LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 18 -
5
Auditor's remuneration
2024
2023
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the company
137,650
118,496
6
Employees

The average monthly number of persons (including directors) employed by the company during the year was:

2024
2023
Number
Number
Staff
30
36

Their aggregate remuneration comprised:

2024
2023
£
£
Wages and salaries
5,078,937
5,241,796
Social security costs
775,590
833,751
Pension costs
255,741
226,492
6,110,268
6,302,039
7
Directors' remuneration
2024
2023
£
£
Remuneration for qualifying services
648,923
331,095

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 3 (2023 - 1).

Remuneration disclosed above include the following amounts paid to the highest paid director:
2024
2023
£
£
Remuneration for qualifying services
290,980
197,677
CRYPTO FACILITIES LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 19 -
8
Other operating income
2024
2023
£
£
Interest income
Other interest income
573
31,995
Other operating income
Income from RPSM
18,888,623
7,135,156
Total other operating income
18,889,196
7,167,151

Following the successful implementation of the Residual Profit Split Method ("RPSM"), the group and many of its operating subsidiaries have adopted this determining transfer pricing on related party transactions. Part of Crypto Facilities Ltd operating income is operated through intercompany revenues from related parties. Those related parties have contractual relationships with clients and earn fees and pay a portion of those fees to Crypto Facilities, determined under the RPSM.

9
Interest payable and similar expenses
2024
2023
£
£
Interest on bank overdrafts and loans
30,774
51
10
Taxation
2024
2023
£
£
Current tax
Foreign current tax on profits for the current period
1,696,949
-
0
Deferred tax
Origination and reversal of timing differences
1,509,617
305,970
Total tax charge
3,206,566
305,970
CRYPTO FACILITIES LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
10
Taxation
(Continued)
- 20 -

The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:

2024
2023
£
£
Profit before taxation
14,127,999
452,800
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2023: 23.50%)
3,532,000
106,408
Tax effect of expenses that are not deductible in determining taxable profit
19,252
5,204
Tax effect of utilisation of tax losses not previously recognised
(459,504)
-
0
Unutilised tax losses carried forward
-
0
7,433
Group relief
(21,828)
-
0
Permanent capital allowances in excess of depreciation
(15,364)
-
0
Tax relief on share options
(78,249)
-
0
Share based payment charge
230,372
193,665
Non-trade loan relationship
(113)
(6,740)
Taxation charge for the year
3,206,566
305,970

The share scheme is unapproved share scheme granted by parent company, Payward Inc., but treated as as RCA and therefore subjected to PAYE deductions.

11
Tangible fixed assets
Leasehold improvements
Fixtures and fittings
Computers
Total
£
£
£
£
Cost
At 1 January 2024
-
0
-
0
11,665
11,665
Additions
136,201
12,908
-
0
149,109
At 31 December 2024
136,201
12,908
11,665
160,774
Depreciation and impairment
At 1 January 2024
-
0
-
0
8,895
8,895
Depreciation charged in the year
2,270
335
2,770
5,375
At 31 December 2024
2,270
335
11,665
14,270
Carrying amount
At 31 December 2024
133,931
12,573
-
0
146,504
At 31 December 2023
-
0
-
0
2,770
2,770
CRYPTO FACILITIES LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 21 -
12
Debtors
2024
2023
Amounts falling due within one year:
£
£
Amounts owed by group undertakings
5,696,031
4,845,418
Other debtors
157,186
816,589
Prepayments and accrued income
233,692
145,365
6,086,909
5,807,372
Deferred tax asset (note 16)
-
0
1,495,944
6,086,909
7,303,316
2024
2023
Amounts falling due after more than one year:
£
£
Other debtors
276,336
-
0
Total debtors
6,363,245
7,303,316
13
Other assets
2024
2023
£
£
Non-financial crypto assets
175,453,279
85,347,162
The balance comprises client's cryptocurrency assets and Company owned cryptocurrency assets. As the client assets are the property of the clients, a corresponding entry of the same amount is made in the Company's other liabilities.
14
Creditors: amounts falling due within one year
2024
2023
£
£
Trade creditors
14,983
11,882
Corporation tax
221,680
-
0
Other creditors
81,672
78,776
Accruals and deferred income
761,220
723,840
1,079,555
814,498
CRYPTO FACILITIES LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 22 -
15
Other liabilities
2024
2023
£
£
Custodial liabilities to clients
1,474,542
1,270,557
Other liabilities to clients
165,797,752
80,383,367
167,272,294
81,653,924
Client assets, included in Note 12, are the property of its clients, a corresponding entry at the same amount is made in the Company's Other Liabilities - Custodial liabilities and other liabilities to clients as above.
16
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:

Liabilities
Liabilities
Assets
Assets
2024
2023
2024
2023
Balances:
£
£
£
£
Tax losses
13,673
-
-
1,495,944
2024
Movements in the year:
£
Asset at 1 January 2024
(1,495,944)
Charge to profit or loss
1,509,617
Liability at 31 December 2024
13,673

The deferred tax liability set out above is expected to reverse within 12 months and relates to accelerated capital allowances that are expected to mature within the same period.

17
Retirement benefit schemes
2024
2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
255,741
226,492

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

CRYPTO FACILITIES LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 23 -
18
Share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of 10p each
1,180
1,180
118
118

The ordinary shares each carry one voting right and the right to dividends. Ordinary shares have no rights on winding up and are not redeemable.

19
Profit and loss reserves

Profit and loss account represents cumulative profits or losses, net of dividends paid and other adjustments.

20
Operating lease commitments
Lessee

At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

2024
2023
£
£
Within one year
460,560
465,000
Between two and five years
1,477,893
-
0
1,938,453
465,000
21
Related party transactions

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

22
Ultimate controlling party

The immediate parent company is Crypto Research Ltd, a Company incorporated in England and Wales. The ultimate parent undertaking is Payward Inc, a Company incorporated in the US.

 

The smallest and largest group of undertakings for which consolidated financial statements have been prepared which include the Company is headed by Crypto Research Ltd. The consolidated financial statements may be obtained from Companies House, Crown Way, Cardiff, CF14 3UZ

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