| 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 |
| 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: |
| SECRETARIES: |
| REGISTERED OFFICE: |
| REGISTERED NUMBER: |
| AUDITORS: |
| 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: |
| 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. |
| 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: |
| 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. |
| for and on behalf of |
| Statutory Auditor |
| 4 Grovelands |
| Boundary Way |
| Hemel Hempstead |
| Hertfordshire |
| HP2 7TE |
| 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 |
( |
) |
| 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 |
| Tangible assets | 11 |
| CURRENT ASSETS |
| Debtors | 12 |
| Cash at bank and in hand |
| CREDITORS |
| Amounts falling due within one year | 13 |
| NET CURRENT ASSETS/(LIABILITIES) | ( |
) |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
( |
) |
| CREDITORS |
| Amounts falling due after more than one year |
14 |
| NET ASSETS/(LIABILITIES) | ( |
) |
| CAPITAL AND RESERVES |
| Called up share capital | 16 |
| Share premium |
| Other reserves |
| Other reserves |
| Retained earnings | ( |
) | ( |
) |
| SHAREHOLDERS' FUNDS | ( |
) |
| 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 |
| 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 | ( |
) |
| Changes in equity |
| Total comprehensive income | - | ( |
) | - |
| Balance at 31 December 2023 | ( |
) |
| Changes in equity |
| Issue of share capital | - |
| Total comprehensive income | - | ( |
) | - |
| Balance at 31 December 2024 | ( |
) |
| Other | Other | Total |
| reserves | reserves | equity |
| £ | £ | £ |
| Balance at 1 January 2023 | ( |
) |
| Changes in equity |
| Total comprehensive income | ( |
) | ( |
) |
| Balance at 31 December 2023 | ( |
) |
| Changes in equity |
| Issue of share capital | - | - |
| Total comprehensive income | ( |
) |
| SAFE Agreements | - | 19,743,885 | 19,743,885 |
| Balance at 31 December 2024 |
| 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 |
| The presentation currency of the financial statements is the Pound Sterling (£). |
| 2. | ACCOUNTING POLICIES |
| Basis of preparing the financial statements |
| 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 |
| Fixtures and fittings | - |
| Computer equipment | - |
| 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 |
| 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 |
| At 31 December 2024 |
| NET BOOK VALUE |
| At 31 December 2024 |
| 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 |
| Additions |
| At 31 December 2024 |
| DEPRECIATION |
| At 1 January 2024 |
| Charge for year |
| At 31 December 2024 |
| NET BOOK VALUE |
| At 31 December 2024 |
| At 31 December 2023 |
| 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 |
| Amounts owed by group undertakings | - | - |
| Other debtors | 1,484,145 | - |
| Value added tax | 514,706 | 223,600 |
| Accrued income | 283,445 | 282,142 |
| Prepayments | 25,240,574 | 3,628,793 |
| 27,983,074 | 5,004,838 |
| 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) | - | - |
| Other loans (see note 15) | 9,917,183 | - |
| Trade creditors | 45,402,321 | 3,388,782 |
| Amounts owed to group undertakings | - | - |
| Social security and other taxes | 1,742 | 15,148 |
| Other creditors | 979,026 | - |
| Deferred income | 21,395,666 | 5,836,733 |
| Accruals | 316,561 | 2,388,385 |
| 78,012,499 | 11,629,048 |
| 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 |
| 28,014,582 | 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 | - | - |
| Other loans | 9,917,183 | - |
| 9,917,183 | - |
| 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: | £ | £ |
| Ordinary | £0.0001 | 433 | 329 |
| 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 |