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REGISTERED NUMBER: 10985545 (England and Wales)















GROUP STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

FOR

FLUIDSTACK LTD

FLUIDSTACK LTD (REGISTERED NUMBER: 10985545)






CONTENTS OF THE CONSOLIDATED FINANCIAL STATEMENTS
for the Year Ended 31 December 2024




Page

Company Information 1

Group Strategic Report 2

Report of the Directors 4

Report of the Independent Auditors 5

Consolidated Statement of Comprehensive Income 9

Consolidated Balance Sheet 10

Company Balance Sheet 11

Consolidated Statement of Changes in Equity 12

Company Statement of Changes in Equity 13

Consolidated Cash Flow Statement 14

Notes to the Consolidated Cash Flow Statement 15

Notes to the Consolidated Financial Statements 16


FLUIDSTACK LTD

COMPANY INFORMATION
for the Year Ended 31 December 2024







DIRECTORS: Mr C Maklary
Mr P Wu
Mr S Fisch





SECRETARIES: Ms K S E Ollerhead
Oakwood Corporate Secretary Limited





REGISTERED OFFICE: Third Floor
20 Old Bailey
London
EC4M 7AN





REGISTERED NUMBER: 10985545 (England and Wales)





AUDITORS: Kings CAP Ltd
Statutory Auditor
4 Grovelands
Boundary Way
Hemel Hempstead
Hertfordshire
HP2 7TE

FLUIDSTACK LTD (REGISTERED NUMBER: 10985545)

GROUP STRATEGIC REPORT
for the Year Ended 31 December 2024

The directors present their strategic report of the company and the group for the year ended 31 December 2024.

REVIEW OF BUSINESS
Fluidstack Ltd operates as an AI Cloud Platform, delivering large-scale GPU infrastructure to support artificial intelligence (AI) workloads for leading AI Labs and Enterprises across the globe. In 2024, The Group continued to scale its operations in response to surging global demand for AI infrastructure.

The group delivered strong results in 2024, as revenue grew by 140% to £52.7 million (2023: £21.9 million), driven by the expansion of larger contracts and infrastructure deployments. The Group invested over £44 million in compute hardware, materially increasing capacity and service capabilities. The Group recorded a loss of £556k (2023: profit of £1.38 million), driven by strategic investment in headcount and GPU infrastructure.

To support this growth, the Group successfully completed a £19.7 million funding round via the issuance of SAFE (Simple Agreement for Future Equity) notes. This significantly strengthened the balance sheet and enabled long-term infrastructure investment.

PRINCIPAL RISKS AND UNCERTAINTIES
The Board of Directors regularly reviews the Group's risk landscape to ensure the business remains resilient and aligned with its strategic goals. Key risks include:

-Operational Risk: The business relies on maintaining uptime, performance, and security across global data center operations. Downtime incidents could lead to customer dissatisfaction or loss.

-Liquidity and Going Concern Risk: As the Group continues to invest in infrastructure, careful management of cash flows is required. The directors have prepared detailed forecasts which show the Group has sufficient funding to operate for the foreseeable future.

-Customer Concentration Risk: A large portion of revenue is derived from a small number of high-value contracts. The Group is actively working to diversify its customer base.

-Regulatory and Employment Risk: Management is reviewing employment practices to ensure ongoing compliance with HMRC rules, including IR35.

-Technology and Market Risk: The fast-evolving nature of AI and compute infrastructure presents both an opportunity and risk. Continued innovation and investment in technology are essential to remain competitive.

-Foreign Exchange Risk: With multi-currency operations, the Group is exposed to foreign exchange volatility. The Group monitors currency exposure and considers hedging strategies where appropriate.

KEY PERFORMANCE INDICATORS
The Board of Directors track both financial and operational KPIs to evaluate progress against strategic objectives. Core KPIs include:

-Revenue Growth: Turnover rose significantly year-on-year, reflecting strong market demand for Fluidstack's core offerings.

-Liquidity and Cash Management: The Group maintained a robust cash position at year-end, supported by fundraising and prudent cost control.

-GPU Utilisation and Infrastructure Deployment: GPU uptime & usage across our network of owned and leased deployments are critical operational indicators.

- Workforce and Operational Capability: Headcount and internal resourcing are monitored to ensure the business is adequately staffed for growth.

The Board is satisfied with performance during the year, particularly given the Group's current growth phase. The strategic investments made are expected to drive long-term value creation.


FLUIDSTACK LTD (REGISTERED NUMBER: 10985545)

GROUP STRATEGIC REPORT
for the Year Ended 31 December 2024

FUTURE DEVELOPMENTS
In 2025, Fluidstack will focus on:

-Geographic expansion: increasing our operations in North America and Europe to support growing global demand from AI model developers and enterprises.

-Platform development: Enhancing the customer experience by rolling-out new features on our proprietary operating system and applications.

-Market Development: The Group will pursue opportunities in adjacent markets while maintaining focus on core AI/ML workloads. This includes exploring partnerships with cloud service providers and other technology vendors.


The directors remain confident in the Group's long-term prospects, supported by:
- Strong market fundamentals in AI and cloud computing
- A rapidly growing customer based and sales pipeline
- A strengthened financial position following successful capital raise
- An experienced leadership team with proven execution capability

The Group is committed to disciplined, capital-efficient growth while maintaining operational excellence and customer satisfaction.

ON BEHALF OF THE BOARD:





Mr C Maklary - Director


26 June 2025

FLUIDSTACK LTD (REGISTERED NUMBER: 10985545)

REPORT OF THE DIRECTORS
for the Year Ended 31 December 2024

The directors present their report with the financial statements of the company and the group for the year ended 31 December 2024.

PRINCIPAL ACTIVITY
The principal activity of the group in the year under review was that of managed GPU clusters for training and inference.

DIVIDENDS
No dividends will be distributed for the year ended 31 December 2024.

DIRECTORS
The directors shown below have held office during the whole of the period from 1 January 2024 to the date of this report.

Mr C Maklary
Mr P Wu
Mr S Fisch

STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors are responsible for preparing the Group Strategic Report, the Report of the Directors 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 the group 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 judgements and accounting estimates that are reasonable and prudent;
- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group 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 the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

ON BEHALF OF THE BOARD:





Mr C Maklary - Director


26 June 2025

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
FLUIDSTACK LTD

Opinion
We have audited the financial statements of Fluidstack Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 which comprise the Consolidated Statement of Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, including a summary of 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:
-give a true and fair view of the state of the group's and of the parent company affairs as at 31 December 2024 and of the group's loss for the year then ended;
-have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
-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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group 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 group's and the 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.

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 directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

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.

In connection with our audit of the financial statements, 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 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 the audit:
- the information given in the Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and
- the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
FLUIDSTACK LTD


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 its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Directors.

We have nothing to report in respect of the following matters where 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 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.

Responsibilities of directors
As explained more fully in the Statement of Directors' Responsibilities set out on page four, 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 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 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.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
FLUIDSTACK LTD


Auditors' 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 a Report of the Auditors 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 is detailed below:

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations was to ensure the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations.

We obtained an understanding of the legal and regulatory frameworks that are applicable to the entity by way of discussions with the directors and from our commercial knowledge and experience in the technology sector. We focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, taxation legislation and data protection, ISO Standards, employment and health and safety legislation.

We assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence and identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.

We assessed the susceptibility of the company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

To address the risk of fraud through management bias and override of controls we performed analytical procedures to identify any unusual or unexpected relationships; tested journal entries to identify unusual transactions assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and investigated the rationale behind significant or unusual transactions.

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

- agreeing financial statement disclosures to underlying supporting documentation;
- enquiring of management as to actual and potential litigation and claims; and
- reviewing correspondence with HMRC, relevant regulators, and the company's legal advisors.

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 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 or collusion.

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 Report of the Auditors.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
FLUIDSTACK LTD


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 a Report of the Auditors 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.




Sara Brown (Senior Statutory Auditor)
for and on behalf of Kings CAP Ltd
Statutory Auditor
4 Grovelands
Boundary Way
Hemel Hempstead
Hertfordshire
HP2 7TE

26 June 2025

FLUIDSTACK LTD (REGISTERED NUMBER: 10985545)

CONSOLIDATED
STATEMENT OF COMPREHENSIVE
INCOME
for the Year Ended 31 December 2024

31.12.24 31.12.23
Notes £    £   

TURNOVER 4 52,681,994 21,942,765

Cost of sales 46,661,030 16,603,293
GROSS PROFIT 6,020,964 5,339,472

Administrative expenses 5,361,088 4,178,730
659,876 1,160,742

Other operating income 5,639 499
OPERATING PROFIT 6 665,515 1,161,241

Interest receivable and similar income 906,385 176,465
1,571,900 1,337,706

Interest payable and similar expenses 7 1,414,792 32,237
PROFIT BEFORE TAXATION 157,108 1,305,469

Tax on profit 8 713,512 (77,258 )
(LOSS)/PROFIT FOR THE FINANCIAL
YEAR

(556,404

)

1,382,727

OTHER COMPREHENSIVE INCOME - -
TOTAL COMPREHENSIVE INCOME
FOR THE YEAR

(556,404

)

1,382,727

(Loss)/profit attributable to:
Owners of the parent (556,404 ) 1,382,727

Total comprehensive income attributable to:
Owners of the parent (556,404 ) 1,382,727

FLUIDSTACK LTD (REGISTERED NUMBER: 10985545)

CONSOLIDATED BALANCE SHEET
31 December 2024

31.12.24 31.12.23
Notes £    £    £    £   
FIXED ASSETS
Other Intangible assets 10 194,444 -
Tangible assets 11 44,087,140 14,314
44,281,584 14,314

CURRENT ASSETS
Debtors 12 27,983,074 5,004,838
Cash at bank and in hand 52,262,002 6,250,709
80,245,076 11,255,547
CREDITORS
Amounts falling due within one year 13 78,012,499 11,629,048
NET CURRENT ASSETS/(LIABILITIES) 2,232,577 (373,501 )
TOTAL ASSETS LESS CURRENT
LIABILITIES

46,514,161

(359,187

)

CREDITORS
Amounts falling due after more than one
year

14

28,014,582

335,641
NET ASSETS/(LIABILITIES) 18,499,579 (694,828 )

CAPITAL AND RESERVES
Called up share capital 16 529 425
Share premium 262,803 255,981
Other reserves 145,988 145,988
Other reserves 19,743,885 -
Retained earnings (1,653,626 ) (1,097,222 )
SHAREHOLDERS' FUNDS 18,499,579 (694,828 )

The financial statements were approved by the Board of Directors and authorised for issue on 26 June 2025 and were signed on its behalf by:





Mr C Maklary - Director


FLUIDSTACK LTD (REGISTERED NUMBER: 10985545)

COMPANY BALANCE SHEET
31 December 2024

31.12.24 31.12.23
Notes £    £    £    £   
FIXED ASSETS
Other Intangible assets 10 194,444 -
Tangible assets 11 10,295 9,403
204,739 9,403

CURRENT ASSETS
Debtors 12 26,298,194 1,422,232
Cash at bank and in hand 583,890 3,690,201
26,882,084 5,112,433
CREDITORS
Amounts falling due within one year 13 25,357,895 12,507,063
NET CURRENT ASSETS/(LIABILITIES) 1,524,189 (7,394,630 )
TOTAL ASSETS LESS CURRENT
LIABILITIES

1,728,928

(7,385,227

)

CREDITORS
Amounts falling due after more than one
year

14

360,825

335,641
NET ASSETS/(LIABILITIES) 1,368,103 (7,720,868 )

CAPITAL AND RESERVES
Called up share capital 16 529 425
Share premium 262,803 255,981
Other reserves 145,988 145,988
Other reserves 19,743,885 -
Retained earnings (18,785,102 ) (8,123,262 )
SHAREHOLDERS' FUNDS 1,368,103 (7,720,868 )

Company's loss for the financial year (10,661,840 ) (5,643,313 )

The financial statements were approved by the Board of Directors and authorised for issue on 26 June 2025 and were signed on its behalf by:





Mr C Maklary - Director


FLUIDSTACK LTD (REGISTERED NUMBER: 10985545)

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
for the Year Ended 31 December 2024

Called up
share Retained Share
capital earnings premium
£    £    £   
Balance at 1 January 2023 425 (2,479,949 ) 255,981

Changes in equity
Total comprehensive income - 1,382,727 -
Balance at 31 December 2023 425 (1,097,222 ) 255,981

Changes in equity
Issue of share capital 104 - 6,822
Total comprehensive income - (556,404 ) -
Balance at 31 December 2024 529 (1,653,626 ) 262,803
Other Other Total
reserves reserves equity
£    £    £   
Balance at 1 January 2023 645,922 - (1,577,621 )

Changes in equity
Total comprehensive income (499,934 ) - 882,793
Balance at 31 December 2023 145,988 - (694,828 )

Changes in equity
Issue of share capital - - 6,926
Total comprehensive income - - (556,404 )
SAFE Agreements - 19,743,885 19,743,885
Balance at 31 December 2024 145,988 19,743,885 18,499,579

FLUIDSTACK LTD (REGISTERED NUMBER: 10985545)

COMPANY STATEMENT OF CHANGES IN EQUITY
for the Year Ended 31 December 2024

Called up
share Retained Share
capital earnings premium
£    £    £   
Balance at 1 January 2023 425 (2,479,949 ) 255,981

Changes in equity
Total comprehensive income - (5,643,313 ) -
Balance at 31 December 2023 425 (8,123,262 ) 255,981

Changes in equity
Issue of share capital 104 - 6,822
Total comprehensive income - (10,661,840 ) -
Balance at 31 December 2024 529 (18,785,102 ) 262,803
Other Other Total
reserves reserves equity
£    £    £   
Balance at 1 January 2023 645,922 - (1,577,621 )

Changes in equity
Total comprehensive income (499,934 ) - (6,143,247 )
Balance at 31 December 2023 145,988 - (7,720,868 )

Changes in equity
Issue of share capital - - 6,926
Total comprehensive income - - (10,661,840 )
SAFE Agreements - 19,743,885 19,743,885
Balance at 31 December 2024 145,988 19,743,885 1,368,103

FLUIDSTACK LTD (REGISTERED NUMBER: 10985545)

CONSOLIDATED CASH FLOW STATEMENT
for the Year Ended 31 December 2024

31.12.24 31.12.23
Notes £    £   
Cash flows from operating activities
Cash generated from operations 1 34,194,330 5,900,003
Interest paid (1,414,792 ) (32,237 )
Tax paid (713,512 ) 77,258
Net cash from operating activities 32,066,026 5,945,024

Cash flows from investing activities
Purchase of intangible fixed assets (194,444 ) -
Purchase of tangible fixed assets (44,081,603 ) (15,223 )
Interest received 906,385 176,465
Net cash from investing activities (43,369,662 ) 161,242

Cash flows from financing activities
New loans in year 37,570,940 -
Share issue 104 -
Issue of SAFE Agreements 19,743,885 -
Net cash from financing activities 57,314,929 -

Increase in cash and cash equivalents 46,011,293 6,106,266
Cash and cash equivalents at beginning of
year

2

6,250,709

144,443

Cash and cash equivalents at end of year 2 52,262,002 6,250,709

FLUIDSTACK LTD (REGISTERED NUMBER: 10985545)

NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT
for the Year Ended 31 December 2024

1. RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM
OPERATIONS

31.12.24 31.12.23
£    £   
Profit before taxation 157,108 1,305,469
Depreciation charges 8,778 2,704
Finance costs 1,414,792 32,237
Finance income (906,385 ) (176,465 )
674,293 1,163,945
Increase in trade and other debtors (22,971,415 ) (4,990,941 )
Increase in trade and other creditors 56,491,452 9,726,999
Cash generated from operations 34,194,330 5,900,003

2. CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 31 December 2024
31.12.24 1.1.24
£    £   
Cash and cash equivalents 52,262,002 6,250,709
Year ended 31 December 2023
31.12.23 1.1.23
£    £   
Cash and cash equivalents 6,250,709 144,457
Bank overdrafts - (14 )
6,250,709 144,443


3. ANALYSIS OF CHANGES IN NET FUNDS

At 1.1.24 Cash flow At 31.12.24
£    £    £   
Net cash
Cash at bank and in hand 6,250,709 46,011,293 52,262,002
6,250,709 46,011,293 52,262,002
Debt
Debts falling due within 1 year - (9,917,183 ) (9,917,183 )
Debts falling due after 1 year - (27,653,757 ) (27,653,757 )
- (37,570,940 ) (37,570,940 )
Total 6,250,709 8,440,353 14,691,062

FLUIDSTACK LTD (REGISTERED NUMBER: 10985545)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the Year Ended 31 December 2024

1. STATUTORY INFORMATION

Fluidstack Ltd is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the General Information page.

The presentation currency of the financial statements is the Pound Sterling (£).


2. ACCOUNTING POLICIES

Basis of preparing the financial statements
These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

The Group's financial statements have been prepared on a going concern basis, which assumes that the Group will be able to realise its assets and discharge its liabilities in the normal course of business.

For the year ended 31 December 2024 the Group made a profit before tax of £157,108 (2023: £1,305,469). During the year the Group issues £19,743,885 in SAFE agreements.

Based on the above the Directors are confident that the Group and Company will have adequate resources to continue to operate for at least twelve months from the date of approval of these financial statements and have, therefore, continued to adopt the going concern basis in preparing the financial statements.

Basis of consolidation
The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.

Related party exemption
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.

Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements.

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

Rendering of services
Revenue from a contract to provide services is recognised in the period in which the services are
provided in accordance with the stage of completion of the contract when all of the following
conditions are satisfied:
- the amount of revenue can be measured reliably:
- it is probable that the Group will receive the consideration due under the contract;
- the stage of completion of the contract at the end of the reporting period can be measured
reliably; and
- the costs incurred and the costs to complete the contract can be measured reliably.

Intangible assets
Other intangible assets comprise active cryptocurrency accounts which are held initially at cost and then carried under the revaluation model, measured at fair value on the balance sheet date less accumulated amortisation and impairment losses.

FLUIDSTACK LTD (REGISTERED NUMBER: 10985545)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
for the Year Ended 31 December 2024

2. ACCOUNTING POLICIES - continued

Tangible fixed assets
Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.
Fixtures and fittings - 33% on cost
Computer equipment - 33% on cost

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.

Basic financial assets
Basic financial assets, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

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 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.

Taxation
Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Statement of Comprehensive Income, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.


FLUIDSTACK LTD (REGISTERED NUMBER: 10985545)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
for the Year Ended 31 December 2024

2. ACCOUNTING POLICIES - continued
Deferred tax
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Hire purchase and leasing commitments
Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Pension costs and other post-retirement benefits
The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate.

Compound instruments
The component parts of compound instruments issued by the company are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangement. At the date of issue, the fair value of the liability component is estimated using the prevailing market interest rate for a similar non-convertible instrument. This amount is recorded as a liability on an amortised cost basis using the effective interest method until extinguished upon conversion or at the instrument's maturity date. The equity component is determined by deducting the amount of the liability component from the fair value of the compound instrument as a whole. This is recognised and included in equity net of income tax effects and is not subsequently remeasured.

Equity instruments
Equity instruments issued by the Group are recorded at the proceeds received, net of transaction costs.

Equity settled share-based payments
In the Group accounts, where share options are awarded to employees in group companies in respect of the Company's shares, the fair value of the options is determined at the date of grant and charged to profit or loss over the vesting period. The credit entry is recorded in a share-based payment reserve within equity. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each Statement of Financial Position date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest.

FLUIDSTACK LTD (REGISTERED NUMBER: 10985545)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
for the Year Ended 31 December 2024

3. CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINT

In the application of the group'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.

Key sources of estimation uncertainty
The estimates and assumptions which have significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows:

Impairment of Trade Debtors
Customers are offered credit terms based on a credit review and historical trading information available. The debtors ledger is reviewed frequently and provision made where necessary. When assessing the impairment of trade debtors management considers factors including the current credit rating of the debtor, the ageing profile of debtors and historical experience.

Residual value of Computer Hardware
As at the date of the balance sheet the acquired computer hardware had not come into use and accordingly no depreciation has been applied. A full impairment review was conducted and no provision required.

Carrying value of Intangible Assets
Intangible assets represent the amounts held and traded in Cryptocurrency. Management adopt the revaluation model for valuing the assets as there is an active market.

4. TURNOVER

The turnover and profit before taxation are attributable to the one principal activity of the group.

An analysis of turnover by class of business is given below:

31.12.24 31.12.23
£    £   
Managed GPU Clusters 52,681,994 21,942,765
52,681,994 21,942,765

An analysis of turnover by geographical market is given below:

31.12.24 31.12.23
£    £   
United Kingdom 166,038 603,437
Europe 17,581,796 68,394
United States of America 29,393,215 11,817,095
Asia 41,253 9,453,839
Canada 5,499,692 -
52,681,994 21,942,765

FLUIDSTACK LTD (REGISTERED NUMBER: 10985545)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
for the Year Ended 31 December 2024

5. EMPLOYEES AND DIRECTORS
31.12.24 31.12.23
£    £   
Wages and salaries 920,307 353,975
Social security costs 95,780 49,667
Other pension costs 7,345 3,360
1,023,432 407,002

The average number of employees during the year was as follows:
31.12.24 31.12.23

Directors 2 2
Staff 8 2
10 4

31.12.24 31.12.23
£    £   
Directors' remuneration 199,999 150,556

6. OPERATING PROFIT

The operating profit is stated after charging/(crediting):

31.12.24 31.12.23
£    £   
Other operating leases 79,090 24,989
Depreciation - owned assets 8,777 2,704
Foreign exchange differences (376,346 ) 83,766

7. INTEREST PAYABLE AND SIMILAR EXPENSES
31.12.24 31.12.23
£    £   
Bank loan interest 28,109 -
Other interest 1,386,683 32,237
1,414,792 32,237

FLUIDSTACK LTD (REGISTERED NUMBER: 10985545)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
for the Year Ended 31 December 2024

8. TAXATION

Analysis of the tax charge/(credit)
The tax charge/(credit) on the profit for the year was as follows:
31.12.24 31.12.23
£    £   
Current tax:
UK corporation tax - (77,258 )
Overseas taxation 713,512 -

Tax on profit 713,512 (77,258 )

UK corporation tax has been charged at 25 % (2023 - 19 %).

Reconciliation of total tax charge/(credit) included in profit and loss
The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

31.12.24 31.12.23
£    £   
Profit before tax 157,108 1,305,469
Profit multiplied by the standard rate of corporation tax in the UK of 25 %
(2023 - 19 %)

39,277

248,039

Effects of:
Expenses not deductible for tax purposes - 1,609
Capital allowances in excess of depreciation - (1,445 )
Utilisation of tax losses (39,277 ) (325,461 )
Overseas taxation 713,512 -
Total tax charge/(credit) 713,512 (77,258 )

The Group has estimated UK taxation losses of £1,083,961 (2023: £789,476) available to carry forward against future profits. No deferred tax asset has been recognised on these non-trading losses carried forward due to uncertainty over future UK profitability.

9. INDIVIDUAL STATEMENT OF COMPREHENSIVE INCOME

As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements.


FLUIDSTACK LTD (REGISTERED NUMBER: 10985545)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
for the Year Ended 31 December 2024

10. INTANGIBLE FIXED ASSETS

Group
Other
intangible
assets
£   
COST
Additions 194,444
At 31 December 2024 194,444
NET BOOK VALUE
At 31 December 2024 194,444

Company
Other
intangible
assets
£   
COST
Additions 194,444
At 31 December 2024 194,444
NET BOOK VALUE
At 31 December 2024 194,444

11. TANGIBLE FIXED ASSETS

Group
Fixtures
and Computer
fittings equipment Totals
£    £    £   
COST
At 1 January 2024 8,183 33,442 41,625
Additions - 44,081,603 44,081,603
At 31 December 2024 8,183 44,115,045 44,123,228
DEPRECIATION
At 1 January 2024 7,373 19,938 27,311
Charge for year 400 8,377 8,777
At 31 December 2024 7,773 28,315 36,088
NET BOOK VALUE
At 31 December 2024 410 44,086,730 44,087,140
At 31 December 2023 810 13,504 14,314

FLUIDSTACK LTD (REGISTERED NUMBER: 10985545)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
for the Year Ended 31 December 2024

11. TANGIBLE FIXED ASSETS - continued

Company
Fixtures
and Computer
fittings equipment Totals
£    £    £   
COST
At 1 January 2024 8,183 28,306 36,489
Additions - 6,257 6,257
At 31 December 2024 8,183 34,563 42,746
DEPRECIATION
At 1 January 2024 7,373 19,713 27,086
Charge for year 400 4,965 5,365
At 31 December 2024 7,773 24,678 32,451
NET BOOK VALUE
At 31 December 2024 410 9,885 10,295
At 31 December 2023 810 8,593 9,403

12. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
31.12.24 31.12.23 31.12.24 31.12.23
£    £    £    £   
Trade debtors 460,204 870,303 15,456 244,218
Amounts owed by group undertakings - - 20,995,524 -
Other debtors 1,484,145 - 1,469,677 -
Value added tax 514,706 223,600 512,756 223,330
Accrued income 283,445 282,142 67,538 282,142
Prepayments 25,240,574 3,628,793 3,237,243 672,542
27,983,074 5,004,838 26,298,194 1,422,232

13. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
31.12.24 31.12.23 31.12.24 31.12.23
£    £    £    £   
Bank loans and overdrafts (see note 15) - - 44 -
Other loans (see note 15) 9,917,183 - 2,876,502 -
Trade creditors 45,402,321 3,388,782 701,345 3,388,242
Amounts owed to group undertakings - - 21,533,729 5,845,055
Social security and other taxes 1,742 15,148 1,742 15,148
Other creditors 979,026 - - -
Deferred income 21,395,666 5,836,733 1,366 870,233
Accruals 316,561 2,388,385 243,167 2,388,385
78,012,499 11,629,048 25,357,895 12,507,063

FLUIDSTACK LTD (REGISTERED NUMBER: 10985545)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
for the Year Ended 31 December 2024

14. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE
YEAR

Group Company
31.12.24 31.12.23 31.12.24 31.12.23
£    £    £    £   
Bank loans (see note 15) 27,653,757 - - -
Other creditors 360,825 335,641 360,825 335,641
28,014,582 335,641 360,825 335,641

The company issued £1,854,000 2% convertible loan notes during 2018. Interest on the loan notes is expensed during the year and calculated by applying an effective interest rate of 10%. The liability component of the loan notes is measured at amortised cost. The difference between the carrying amount of the liability component at the date of issue and the amount reported in the balance sheet represents the effective interest rate less interest paid or accrued to that date.

15. LOANS

An analysis of the maturity of loans is given below:

Group Company
31.12.24 31.12.23 31.12.24 31.12.23
£    £    £    £   
Amounts falling due within one year or on demand:
Bank overdrafts - - 44 -
Other loans 9,917,183 - 2,876,502 -
9,917,183 - 2,876,546 -
Amounts falling due between two and five years:
Bank loans - 2-5 years 27,653,757 - - -

On 28 October 2024, the Group entered into a secured loan facility agreement with Macquarie Equipment Finance (UK) Limited to finance the acquisition of GPU hardware infrastructure. The facility is structured as a term loan with a fixed repayment schedule and is secured against the underlying hardware assets. In the event of default, the lender holds security rights over the financed equipment and may enforce recovery under the terms of the agreement.

16. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 31.12.24 31.12.23
value: £    £   
3,287,177 Ordinary £0.0001 433 329
960,000 Deferred £0.0001 96 96
529 425

FLUIDSTACK LTD (REGISTERED NUMBER: 10985545)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
for the Year Ended 31 December 2024

16. CALLED UP SHARE CAPITAL - continued

The ordinary shares have full rights to receive notice of, attend and vote at general meetings. One share carries one vote, and full rights to dividends and capital distributions.

The deferred shares have no voting rights. They have no rights as respect to dividends or to participate in a distribution.

17. RELATED PARTY DISCLOSURES

During the year, a total of key management personnel compensation of £ 199,999 (2023 - £ 150,556 ) was paid.

18. ULTIMATE CONTROLLING PARTY

The ultimate controlling parties are Mr C Maklary and Mr P Wu.

19. SHARE-BASED PAYMENT TRANSACTIONS

Fluidstack Ltd has established a share option scheme under the 2024 Equity Incentive Plan, including a Non-Employee Sub-Plan, to incentivise key personnel and contributors associated with the Company's long-term growth. Options may be granted as Incentive Stock Options (ISOs) or equivalent, with typical vesting over a four-year period, including a one-year cliff and monthly vesting thereafter. Options lapse on resignation unless the participant is considered a Good Leaver, in which case they may retain exercise rights within HMRC time limits. The plan includes appropriate contractual terms such as expiration dates, exercise price, and good leaver provisions. The option scheme for the year ended 31 December 2024 is as follows:

Share Options outstanding at 1 Jan 2024 196,225
Issued in the year 82,633
Lapsed/Exercised (44,658)
Share Options outstanding at 31 Dec 2024 234,200