| REGISTERED NUMBER: 11939140 (England and Wales) |
| GROUP STRATEGIC REPORT, REPORT OF THE DIRECTOR AND |
| AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 |
| FOR |
| FIAT FLOW SOLUTIONS LTD. |
| REGISTERED NUMBER: 11939140 (England and Wales) |
| GROUP STRATEGIC REPORT, REPORT OF THE DIRECTOR AND |
| AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 |
| FOR |
| FIAT FLOW SOLUTIONS LTD. |
| FIAT FLOW SOLUTIONS LTD. (REGISTERED NUMBER: 11939140) |
| CONTENTS OF THE CONSOLIDATED FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| Page |
| Company Information | 1 |
| Group Strategic Report | 2 |
| Report of the Director | 5 |
| Report of the Independent Auditors | 7 |
| Consolidated Income Statement | 11 |
| Consolidated Other Comprehensive Income | 12 |
| Consolidated Balance Sheet | 13 |
| Company Balance Sheet | 14 |
| Consolidated Statement of Changes in Equity | 15 |
| Company Statement of Changes in Equity | 17 |
| Consolidated Cash Flow Statement | 18 |
| Notes to the Consolidated Cash Flow Statement | 19 |
| Notes to the Consolidated Financial Statements | 21 |
| FIAT FLOW SOLUTIONS LTD. |
| COMPANY INFORMATION |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| DIRECTOR: |
| REGISTERED OFFICE: |
| REGISTERED NUMBER: |
| AUDITORS: |
| Chartered Accountants and Statutory Auditors |
| 38 Craven Street |
| London |
| WC2N 5NG |
| FIAT FLOW SOLUTIONS LTD. (REGISTERED NUMBER: 11939140) |
| GROUP STRATEGIC REPORT |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| The director presents his strategic report of the company and the group for the year ended 31 December 2024. |
| REVIEW OF BUSINESS |
| The company's success is dependent on the continued provision of a high-quality cryptocurrency exchange platform and ongoing management of the risks it faces. The company will continue to review its position and focus its efforts on achieving maximum growth in the cryptocurrency industry, through extending its trading pairs, product proposition and growing its customer base. The management aims to improve efficiency in all areas of the company's operations through effective cost management. |
| At year end the company held crypto stock with a value of $93,398,567 relating to customers via our platform, this is not represented in the accounts as title does not belong to the company. We are focused on maintaining customer service as our top priority while expanding the business and our addressable market in the future. |
| Financial Review |
| During 2024, the Company’s revenue amounted to $299,287,243 compared to $235,699,830 in the previous year. This growth was primarily driven by an uptick in traded volume and a recovery in the global crypto market, which led to renewed user interest in the space. |
| In terms of business metrics, the volume traded on our platform increased by 41% to $476,981,000, assets under custody increased by 64% to $103,208,000 as crypto prices grew at the end of the year, and total users grew by 10% to 906,101. Monthly trading users decreased by 14% and funded accounts decreased by 7%. |
| Regarding headcount, we made some hires during 2024, so we ended the year with 84 employees. |
| Strategy |
| During 2024, on the corporate structure front we completed the migration of our cryptocurrency brokerage and custody operations to Oware SAS, a wholly owned subsidiary in Uruguay. On the operational side we continued to strengthen our internal processes by improving monitoring systems and enhancing the integrity and traceability of internal data. In terms of expenses, we spent the year focusing on cost savings, simplifying our structure to conserve cash and extend our runway. Regarding our product, among others features, we: |
| - Launched of "Vaults" feature, which allows users to set savings goals for specific purposes and time frames; |
| - Listed new chains for deposits and withdrawals; |
| - Listed new tokens and trading pairs; |
| - Upgraded on home screen, UX and portfolio balances; |
| - Listed 270 stocks and ETFs on BuenDolar product; |
| - Launched a new system of transactions limits to allow for higher trading volumes while maintaining compliance; |
| - Expanded our Loyalty Program by boosting APYs to increase our retention and trading volumes; |
| - Launched an instant on-ramp feature in Peru; |
| - Launched the possibility to deposit USD via bank transfer or ACH. |
| Additionally, on the investment side, our strategies yielded an annual return of 10.61% for users and we deployed new strategies for more tokens. |
| Key Performance Indicators |
| Fiat Flow Solutions uses a range of financial and non-financial indicators so that the directors are able to monitor and measure the current and expected performance of the business with respect to the budget and prior year. |
| These KPIs aim to measure the productivity of the business, the liquidity of the different banks and wallets and the effectiveness of user's operations. Volume of Assets under custody and under management are reviewed and compared against the budget and prior period records. The company measures all the information in US Dollars. |
| Among others, the company monitors user`s behavior, measuring amount and quantity of deposits, withdrawals, active users (investing, depositing, trading), first time depositors, funded accounts and churn. |
| FIAT FLOW SOLUTIONS LTD. (REGISTERED NUMBER: 11939140) |
| GROUP STRATEGIC REPORT |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| PRINCIPAL RISKS AND UNCERTAINTIES |
| The company is primarily, exposed to risks from movement in exchange rates that affect the cash flows arising from financial assets and liabilities. Since the financing of the company is done exclusively from equity, interest rate risk is limited. In addition, the company is also exposed to credit risks related to its financial assets. Financial risk management aims to manage these risks primarily through regular monitoring of ongoing operational and finance activities, with no active dealing-based risk management. |
| Market Risk |
| Market risk is the risk that the future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises of three types of risk: |
| - Foreign currency risk |
| - Interest rate risk |
| - Price risk |
| The fundamentals of the company's financing strategy are established each year by the board of directors. The company's finance department is responsible for implementing the finance policy and the company's risk department is responsible for ongoing risk management. The details of foreign exchange, liquidity and counterparty risk management guidelines are determined and monitored by the company's treasury and risk departments continuously. |
| Foreign Currency Risk |
| Foreign currency risk is the risk that the future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. Currency risks primarily arise on financial instruments denominated in a currency that is not the functional currency of the company. |
| The FX exposure of the company is mostly related to operating activities through revenues, expenses and capital expenditure contracted with vendors in foreign currency. In line with currency risk management objectives, the company holds sufficient amounts of foreign currencies on its bank accounts, the amounts of which are determined considering the balance of short term FX denominated trade payables and trade receivables in order to hedge the currency risk arising in connection with those assets and liabilities (the amounts held in foreign currencies by the company are economic hedges and do not trigger hedge accounting by the company). The gap between the company foreign currency denominated liabilities and assets is not material, therefore changes of the functional currencies' exchange rates would have no significant impact on the profit of the company. |
| Interest rate risk |
| The company is exposed to limited interest rate fluctuations. This is due to the fact that the financing is done in the form of equity from the shareholders. The company has no long-term loans with fixed or variable rates. |
| Operational Risk |
| Operational risk is the risk of loss or disruption to the company from inadequate or failed processes or systems, or due to external events. The company operates exclusively on a web and mobile-based platform and has well-developed cyber security features enabled to minimise the risk of disruption to operations as well as to protect against loss or damage to clients and their data. |
| People Risks |
| Our employees are our greatest and most important asset. Our employees are the key to the long term success of our business. Managing staff costs is the focus of our remuneration policy which aims to align remuneration with the long term success of the Firm: we apply the principal of pay for performance balanced with a mechanism of bonus for enhanced performance. |
| Counterparty Risks |
| Counterparty risk refers to the risk of financial loss that we may encounter if the other party in a financial transaction fails to fulfill their obligations. This risk is particularly relevant in credit transactions, derivatives, and other financial contracts.Strategies to mitigate counterparty risk include using credit insurance, requiring collateral or guarantees, and structuring contracts to include risk-reducing clauses. Regular monitoring and reviewing of the counterparties' creditworthiness is also carried out. |
| FIAT FLOW SOLUTIONS LTD. (REGISTERED NUMBER: 11939140) |
| GROUP STRATEGIC REPORT |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| Regulation Risks |
| As the market advances, the different countries of the world are working on regulating the cryptocurrency business, a situation that fully affects the activity of the economy. The lack of knowledge of the use of cryptocurrencies by regulators could cause adverse effects and/or discourage the use of this type of virtual assets. For this reason, the company is in constant contact with the regulators of the countries where it operates, in order to establish best practices and contribute to the construction of a regulation that transmits transparency and security for users. |
| SECTION 172(1) STATEMENT |
| As directors, we are committed to promoting the long-term success of the company while considering the interests of our stakeholders. In fulfilling our duties under Section 172 of the Companies Act 2006, we have given careful consideration to the following matters: |
| A. Long-term Consequences |
| We have focused on building a sustainable trading platform that can adapt to the rapidly evolving cryptocurrency market. This involved investing in robust security measures, staying abreast of regulatory developments, and diversifying our trading strategies to mitigate risks. |
| Employee Interests - Our employees are crucial to our success. We have implemented competitive compensation packages, provided ongoing training on cryptocurrency technologies and trading strategies, and fostered a culture of innovation and collaboration |
| B.Business Relationships |
| We have cultivated strong relationships with our suppliers, liquidity providers, and technology partners. Regular communication and feedback loops have been established to ensure smooth operations and identify areas for improvement. |
| C. Community and Environmental Impact |
| Recognising the energy-intensive nature of some cryptocurrencies, we have explored ways to offset our carbon footprint. |
| D. Business Conduct |
| Maintaining high standards of business conduct is paramount in the crypto industry. We have implemented rigorous compliance procedures, including Know Your Customer (KYC) and Anti-Money Laundering (AML) protocols, to ensure we operate ethically and transparently. |
| E. Fair Treatment of Members |
| We have ensured that all shareholders receive timely and accurate information about our operations and performance. Our decision-making process considers the interests of all members equally. By considering these factors, we believe we have acted in the best interests of the company and its stakeholders, positioning our business for long-term success in this dynamic and challenging market. |
| FUTURE OUTLOOK AND NON-ADJUSTING POST BALANCE SHEET EVENTS |
| Going forward, we'll take advantage of the enthusiasm around crypto and our scalable tech stack by listing more tokens and enabling more blockchains for deposits and withdrawals. In terms of traditional assets, we'll add more equities to allow users to diversify their portfolios, and we'll focus on creating a unique UX, trying to position the brand as an integrated and user-friendly savings and investment platform. |
| ON BEHALF OF THE BOARD: |
| FIAT FLOW SOLUTIONS LTD. (REGISTERED NUMBER: 11939140) |
| REPORT OF THE DIRECTOR |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| The director presents his 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 a digital platform offering crypto-currency exchange services to its users. |
| DIVIDENDS |
| No dividends will be distributed for the year ended 31 December 2024. |
| RESEARCH AND DEVELOPMENT |
| The group has a structured development programme to develop the crypto trading platform that is specific for the South American economy. Investment in this crypto trading platform development is seen as the key to the group's success. The group continues to utilise its technical expertise to remain at the forefront of innovative technology in the specialist crypto trading platform and it plans to expand the services of this product for a worldwide use. |
| EVENTS SINCE THE END OF THE YEAR |
| Information relating to events since the end of the year is given in the notes to the financial statements. |
| DIRECTOR |
| ENERGY AND CARBON REPORTING |
| The directors have not presented the streamlined and carbon and energy reporting disclosures as the company and subsidiary companies do not operate in the UK. |
| MATTERS COVERED IN THE STRATEGIC REPORT |
| The group has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the group's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so in respect of future developments. |
| STATEMENT OF DIRECTOR'S RESPONSIBILITIES |
| The director is responsible for preparing the Group Strategic Report, the Report of the Director and the financial statements in accordance with applicable law and regulations. |
| Company law requires the director to prepare financial statements for each financial year. Under that law the director has 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 director must not approve the financial statements unless he is 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 director is 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 director is 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 him to ensure that the financial statements comply with the Companies Act 2006. He is 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. |
| FIAT FLOW SOLUTIONS LTD. (REGISTERED NUMBER: 11939140) |
| REPORT OF THE DIRECTOR |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS |
| So far as the director is 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 he has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information. |
| AUDITORS |
| The auditors, Belluzzo Audit Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting. |
| ON BEHALF OF THE BOARD: |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| FIAT FLOW SOLUTIONS LTD. |
| Qualified Opinion |
| We have audited the financial statements of Fiat Flow Solutions Ltd. (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 which comprise the Consolidated Income Statement, Consolidated Other 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, except for the possible effects of the matters described to in the basis for qualified opinion section of our report, 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 qualified opinion |
| The group holds current assets of $1,560,401 and has current liabilities of $10,819,314 at the year end. We have been unable to satisfy ourselves of the existence and the recoverability of the current assets or ascertain the existence or completeness of the current liabilities as at 31 December 2024. In addition, we have not been able to confirm the validity of payments made with crypto tokens for payroll purposes amounting to $1,823,337, the existence of overhead costs of $1,934,059, the completeness and existence of other income of $1,119,603 and the valuation of share options at $5.71 per option. |
| Consequently, we are unable to determine whether any adjustments to these amounts were necessary. |
| We conducted our audit in accordance with International Standards on Auditing (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 qualified opinion. |
| Material uncertainty related to going concern |
| We draw your attention to Note 2 in respect of Going Concern as the group made a loss for the year of $3,762,569. |
| As stated in Note 2, the director and senior management have considered the cashflow requirements of the group whilst improving operational efficiency to generate future profits, however, the loss in the current period and in the previous balance sheet period together with the unpredictability and uncertainty inherent in the crypto industry indicates a material uncertainty exists that may cast doubt on the group's ability to continue as a going concern. |
| In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of accounting in the preparation of the financial statements is appropriate. |
| Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| FIAT FLOW SOLUTIONS LTD. |
| Other information |
| The director is responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Director, 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 Director 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 Director have been prepared in accordance with applicable legal requirements. |
| Matters on which we are required to report by exception |
| In the light of the knowledge and understanding of the group and the parent company and 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 Director. |
| Except for the matters referred to in our basis for qualified opinion paragraph, 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. |
| Responsibilities of director |
| As explained more fully in the Statement of Director's Responsibilities set out on page five, the director is 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 director determines 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 director is 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 director either intends to liquidate the group or the parent company or to cease operations, or has no realistic alternative but to do so. |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| FIAT FLOW SOLUTIONS 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. |
| Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect irregularities, including fraud. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and management. |
| Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows: |
| - We obtained an understanding of the legal and regulatory frameworks that are applicable to the Company and determined that the most significant are those relating to the reporting framework (United Kingdom Generally Accepted Accounting Practice) and the relevant direct and indirect tax compliance regulations. |
| - the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations; |
| - we identified the laws and regulations applicable to the company through discussions with directors and |
| -other management, and from our commercial knowledge and experience of the 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 Companies Act 2006, taxation and employment legislation; |
| - we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management; 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; |
| - 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: |
| - tested journal entries to identify unusual transactions; |
| - assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; |
| - 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; |
| There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any. |
| Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion. |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| FIAT FLOW SOLUTIONS LTD. |
| 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. |
| 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 |
| Chartered Accountants and Statutory Auditors |
| 38 Craven Street |
| London |
| WC2N 5NG |
| FIAT FLOW SOLUTIONS LTD. (REGISTERED NUMBER: 11939140) |
| CONSOLIDATED INCOME STATEMENT |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 2024 | 2023 |
| as restated |
| Notes | $ | $ |
| TURNOVER | 3 | 299,287,243 | 235,699,830 |
| Cost of sales | (296,449,872 | ) | (227,899,311 | ) |
| GROSS PROFIT | 2,837,371 | 7,800,519 |
| Administrative expenses | (7,646,523 | ) | (18,193,599 | ) |
| (4,809,152 | ) | (10,393,080 | ) |
| Other operating income | 989,012 | 567,471 |
| OPERATING LOSS | 5 | (3,820,140 | ) | (9,825,609 | ) |
| Interest receivable and similar income | 486,143 | 429,111 |
| (3,333,997 | ) | (9,396,498 | ) |
| Interest payable and similar expenses | 6 | (220,459 | ) | (787,915 | ) |
| LOSS BEFORE TAXATION | (3,554,456 | ) | (10,184,413 | ) |
| Tax on loss | 7 | (208,113 | ) | 101,564 |
| LOSS FOR THE FINANCIAL YEAR | ( |
) | ( |
) |
| Loss attributable to: |
| Owners of the parent | (3,762,569 | ) | (10,082,849 | ) |
| FIAT FLOW SOLUTIONS LTD. (REGISTERED NUMBER: 11939140) |
| CONSOLIDATED OTHER COMPREHENSIVE INCOME |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 2024 | 2023 |
| as restated |
| Notes | $ | $ |
| LOSS FOR THE YEAR | (3,762,569 | ) | (10,082,849 | ) |
| OTHER COMPREHENSIVE INCOME |
| Other movements in reserves | 36,795 | (278,650 | ) |
| Income tax relating to other comprehensive income |
- |
- |
| OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX |
36,795 |
(278,650 |
) |
| TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
(3,725,774 |
) |
(10,361,499 |
) |
| Note |
| Prior year adjustment | 9 | (1,173,355 | ) | (4,451,676 | ) |
| TOTAL COMPREHENSIVE INCOME SINCE LAST ANNUAL REPORT |
(4,899,129 |
) |
(14,813,175 |
) |
| Total comprehensive income attributable to: |
| Owners of the parent | (4,899,129 | ) | (14,813,175 | ) |
| FIAT FLOW SOLUTIONS LTD. (REGISTERED NUMBER: 11939140) |
| CONSOLIDATED BALANCE SHEET |
| 31 DECEMBER 2024 |
| 2024 | 2023 |
| as restated |
| Notes | $ | $ |
| FIXED ASSETS |
| Intangible assets | 10 | 1,548,392 | 2,269,039 |
| Tangible assets | 11 | 114,208 | 198,062 |
| Investments | 12 | - | - |
| 1,662,600 | 2,467,101 |
| CURRENT ASSETS |
| Stocks | 13 | - | 42,853 |
| Debtors | 14 | 1,448,299 | 2,824,173 |
| Investments | 15 | 6,422,800 | 1,619,901 |
| Cash at bank | 5,875,420 | 4,812,024 |
| 13,746,519 | 9,298,951 |
| CREDITORS |
| Amounts falling due within one year | 16 | (12,829,268 | ) | (6,944,525 | ) |
| NET CURRENT ASSETS | 917,251 | 2,354,426 |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
2,579,851 |
4,821,527 |
| CAPITAL AND RESERVES |
| Called up share capital | 18 | 16,483 | 16,433 |
| Share premium | 19 | 14,675,038 | 14,675,038 |
| Other reserves | 19 | (1,039,248 | ) | (1,076,043 | ) |
| Non Distributable Reserves | 19 | 3,005,572 | 1,848,890 |
| Retained earnings | 19 | (14,077,994 | ) | (10,642,791 | ) |
| SHAREHOLDERS' FUNDS | 2,579,851 | 4,821,527 |
| The financial statements were approved by the director and authorised for issue on 15 October 2025 and were signed by: |
| F Ogue - Director |
| FIAT FLOW SOLUTIONS LTD. (REGISTERED NUMBER: 11939140) |
| COMPANY BALANCE SHEET |
| 31 DECEMBER 2024 |
| 2024 | 2023 |
| as restated |
| Notes | $ | $ |
| FIXED ASSETS |
| Intangible assets | 10 |
| Tangible assets | 11 |
| Investments | 12 |
| CURRENT ASSETS |
| Stocks | 13 |
| Debtors | 14 |
| Cash at bank |
| CREDITORS |
| Amounts falling due within one year | 16 | ( |
) | ( |
) |
| NET CURRENT LIABILITIES | ( |
) | ( |
) |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
( |
) |
| CAPITAL AND RESERVES |
| Called up share capital | 18 |
| Share premium | 19 |
| Non Distributable Reserves | 19 |
| Retained earnings | 19 | ( |
) | (19,907,035 | ) |
| SHAREHOLDERS' FUNDS | ( |
) |
| Company's profit/(loss) for the financial year | 2,377,136 | (9,662,243 | ) |
| The financial statements were approved by the director and authorised for issue on |
| FIAT FLOW SOLUTIONS LTD. (REGISTERED NUMBER: 11939140) |
| CONSOLIDATED STATEMENT OF CHANGES IN EQUITY |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| Called up |
| share | Retained | Share | Other |
| capital | earnings | premium | reserves |
| $ | $ | $ | $ |
| Balance at 1 January 2023 | 14,256 | (5,006,747 | ) | 13,150,538 | (797,393 | ) |
| Prior year adjustment | - | (4,451,676 | ) | - | - |
| As restated | 14,256 | (9,458,423 | ) | 13,150,538 | (797,393 | ) |
| Changes in equity |
| Issue of share capital | 2,177 | - | 1,524,500 | - |
| Total comprehensive income | - | (8,909,494 | ) | - | (278,650 | ) |
| Share Option Exercised | - | 8,898,481 | - | - |
| Balance at 31 December 2023 | 16,433 | (9,469,436 | ) | 14,675,038 | (1,076,043 | ) |
| Prior year adjustment | - | (1,173,355 | ) | - | - |
| As restated | 16,433 | (10,642,791 | ) | 14,675,038 | (1,076,043 | ) |
| Changes in equity |
| Issue of share capital | 50 | - | - | - |
| Total comprehensive income | - | (3,762,569 | ) | - | 36,795 |
| Share Option Exercised | - | 327,366 | - | - |
| Balance at 31 December 2024 | 16,483 | (14,077,994 | ) | 14,675,038 | (1,039,248 | ) |
| FIAT FLOW SOLUTIONS LTD. (REGISTERED NUMBER: 11939140) |
| CONSOLIDATED STATEMENT OF CHANGES IN EQUITY - continued |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| Non |
| Distributable | Non-controlling | Total |
| Reserves | Total | interests | equity |
| $ | $ | $ | $ |
| Balance at 1 January 2023 | 4,773,046 | 12,133,700 | - | 12,133,700 |
| Prior year adjustment | - | (4,451,676 | ) | - | (4,451,676 | ) |
| As restated | 4,773,046 | 7,682,024 | - | 7,682,024 |
| Changes in equity |
| Issue of share capital | - | 1,526,677 | - | 1,526,677 |
| Total comprehensive income | - | (9,188,144 | ) | - | (9,188,144 | ) |
| Share Option Granted | 5,674,325 | 5,674,325 | - | 5,674,325 |
| Share Option Exercised | (8,898,481 | ) | - | - | - |
| Amounts attributable to SAFE | 300,000 | 300,000 | - | 300,000 |
| Balance at 31 December 2023 | 1,848,890 | 5,994,882 | - | 5,994,882 |
| Prior year adjustment | - | (1,173,355 | ) | - | (1,173,355 | ) |
| As restated | 1,848,890 | 4,821,527 | - | 4,821,527 |
| Changes in equity |
| Issue of share capital | - | 50 | - | 50 |
| Total comprehensive income | - | (3,725,774 | ) | - | (3,725,774 | ) |
| Share Option Granted | 1,484,048 | 1,484,048 | - | 1,484,048 |
| Share Option Exercised | (327,366 | ) | - | - | - |
| Balance at 31 December 2024 | 3,005,572 | 2,579,851 | - | 2,579,851 |
| FIAT FLOW SOLUTIONS LTD. (REGISTERED NUMBER: 11939140) |
| COMPANY STATEMENT OF CHANGES IN EQUITY |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| Called up | Non |
| share | Retained | Share | Distributable | Total |
| capital | earnings | premium | Reserves | equity |
| $ | $ | $ | $ | $ |
| Balance at 1 January 2023 | ( |
) |
| Prior year adjustment | - | ( |
) | - | - | ( |
) |
| As restated | ( |
) | ( |
) |
| Changes in equity |
| Issue of share capital | - | - |
| Total comprehensive income | - | ( |
) | - | ( |
) |
| Share Option Granted | - | - | - | 5,674,325 | 5,674,325 |
| Share Option Exercised | - | 8,898,481 | - | (8,898,481 | ) | - |
| Amounts attributable to SAFE | - | - | - | 300,000 | 300,000 |
| Balance at 31 December 2023 | ( |
) | (2,193,319 | ) |
| Prior year adjustment | - | ( |
) | - | - | ( |
) |
| As restated | ( |
) | ( |
) |
| Changes in equity |
| Issue of share capital | - | - |
| Total comprehensive income | - | - |
| Share Option Granted | - | - | - | 1,484,048 | 1,484,048 |
| Share Option Exercised | - | 327,366 | - | (327,366 | ) | - |
| Balance at 31 December 2024 | ( |
) |
| FIAT FLOW SOLUTIONS LTD. (REGISTERED NUMBER: 11939140) |
| CONSOLIDATED CASH FLOW STATEMENT |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 2024 | 2023 |
| as restated |
| Notes | $ | $ |
| Cash flows from operating activities |
| Cash generated from operations | 1 | 5,751,534 | (1,592,364 | ) |
| Interest paid | (220,459 | ) | (787,915 | ) |
| Tax paid | (141,042 | ) | - |
| Taxation refund | - | 84,035 |
| Net cash from operating activities | 5,390,033 | (2,296,244 | ) |
| Cash flows from investing activities |
| Purchase of intangible fixed assets | - | (267,486 | ) |
| Purchase of tangible fixed assets | - | (575 | ) |
| Purchase of current asset investments | (4,802,899 | ) | (1,148,053 | ) |
| Interest received | 486,143 | 429,111 |
| Net cash from investing activities | (4,316,756 | ) | (987,003 | ) |
| Cash flows from financing activities |
| Loan repayments in year | (9,931 | ) | - |
| Share issue | 50 | 2,177 |
| Share premium | - | 1,524,500 |
| SAFE | - | 300,000 |
| Net cash from financing activities | (9,881 | ) | 1,826,677 |
| Increase/(decrease) in cash and cash equivalents | 1,063,396 | (1,456,570 | ) |
| Cash and cash equivalents at beginning of year |
2 |
4,812,024 |
6,268,594 |
| Cash and cash equivalents at end of year | 2 | 5,875,420 | 4,812,024 |
| FIAT FLOW SOLUTIONS LTD. (REGISTERED NUMBER: 11939140) |
| NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 1. | RECONCILIATION OF OPERATING LOSS TO CASH GENERATED FROM OPERATIONS |
| 2024 | 2023 |
| as restated |
| $ | $ |
| Operating loss | (3,820,140 | ) | (9,825,609 | ) |
| Depreciation charges | 797,420 | 599,918 |
| Other non cash movement | 43,876 | 561,181 |
| Share options | 1,484,048 | 5,674,325 |
| (1,494,796 | ) | (2,990,185 | ) |
| Decrease in stocks | 42,853 | 658,475 |
| Decrease in trade and other debtors | 1,377,666 | 1,365,607 |
| Increase/(decrease) in trade and other creditors | 5,825,811 | (626,261 | ) |
| Cash generated from operations | 5,751,534 | (1,592,364 | ) |
| 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 | 5,875,420 | 4,812,024 |
| Year ended 31 December 2023 |
| 31.12.23 | 1.1.23 |
| as restated |
| $ | $ |
| Cash and cash equivalents | 4,812,024 | 6,268,594 |
| FIAT FLOW SOLUTIONS LTD. (REGISTERED NUMBER: 11939140) |
| NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 3. | ANALYSIS OF CHANGES IN NET FUNDS |
| At 1.1.24 | Cash flow | At 31.12.24 |
| $ | $ | $ |
| Net cash |
| Cash at bank | 4,812,024 | 1,063,396 | 5,875,420 |
| 4,812,024 | 1,063,396 | 5,875,420 |
| Liquid resources |
| Current asset investments | 1,619,901 | 4,802,899 | 6,422,800 |
| 1,619,901 | 4,802,899 | 6,422,800 |
| Debt |
| Debts falling due within 1 year | (9,931 | ) | 9,931 | - |
| (9,931 | ) | 9,931 | - |
| Total | 6,421,994 | 5,876,226 | 12,298,220 |
| FIAT FLOW SOLUTIONS LTD. (REGISTERED NUMBER: 11939140) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 1. | STATUTORY INFORMATION |
| Fiat Flow Solutions Ltd. is a |
| 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 functional currency is US Dollars, and the financial statements are presented in US dollars. |
| Basis of consolidation |
| In the parent company financial statements, the cost of a business combination is the fair value at the date |
| acquisition. The excess of the cost of a business combination over the fair value of the identifiable assets, |
| liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. |
| The consolidated financial statements incorporate those of Fiat Flow Solutions Limited and of its subsidiary |
| (i.e. entity that the group controls through its power to govern the financial and operating policies so as to obtain economic benefits). Subsidiaries acquired during the year are consolidated using the purchase method. Their results are incorporated from the date that control passes. |
| All financial statements are made up to 31 December 2024. Where necessary, adjustments are made to the |
| financial statement of subsidiary to bring the accounting policies used into line with those used by other members of the group. |
| All intra-group transactions, balances and unrealised gains on transactions between group companies are |
| eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. |
| Entities other than subsidiary undertakings or joint ventures, in which the group has a participating interest and over whose operating and financial policies the group exercises a significant influence, are treated as associates. |
| Related party exemption |
| Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements. |
| Significant judgements and estimates |
| The preparation of financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported for assets and liabilities as at the Balance sheet date and the amounts reported for revenues and expenses during the year. |
| Critical accounting estimates and assumptions |
| 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. |
| FIAT FLOW SOLUTIONS LTD. (REGISTERED NUMBER: 11939140) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 2. | ACCOUNTING POLICIES - continued |
| Turnover |
| Revenue is recognised when the right to receive payment is established. When trading on behalf of clients, including affiliated companies, revenues include the commissions earned from contracts for differences (CFDs), stocks and crypto assets, and any execution costs deducted by the broker. |
| Revenue comprises of the fair value consideration received or receivable for the provision of services in the ordinary course of the company's activities. The company recognises revenue when: |
| - the amount of revenue can be reliably measured |
| - it is probable that future economic benefits will flow to the entity |
| - and specific criteria have been met for each of the company's activities |
| Goodwill |
| Intangible assets |
| Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses. |
| Patents and licences are being amortised evenly over their estimated useful life of 5 years. |
| Computer software is being amortised evenly over its estimated useful life of 5 years. |
| Tangible fixed assets |
| Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life of 5 years. |
| Stocks |
| Stocks are valued at the lower of cost and net realizable value. |
| 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 statement of financial position 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, which include trade and other receivables and cash and bank balances, 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 receivables within one year are not amortised. |
| FIAT FLOW SOLUTIONS LTD. (REGISTERED NUMBER: 11939140) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 2. | ACCOUNTING POLICIES - continued |
| Classification of financial liabilities |
| Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities. |
| Basic financial liabilities |
| Basic financial liabilities, including trade and other payables, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised. |
| Debt instruments are subsequently carried at amortised cost, using the effective interest rate method. |
| Trade payables 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 payments is due within one year or less. If not, they are presented as non-current liabilities. Trade payables are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method. |
| Equity Instruments |
| Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company. |
| Taxation |
| Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Income Statement, 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. |
| 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. |
| Research and development |
| Expenditure on research and development is written off in the year in which it is incurred. |
| FIAT FLOW SOLUTIONS LTD. (REGISTERED NUMBER: 11939140) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 2. | ACCOUNTING POLICIES - continued |
| Foreign currencies |
| Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result. |
| 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. |
| Investment in subsidiaries |
| Investments in subsidiaries are initially recognised at cost. And at the end of each year, they are reviewed and a provision is made on impairments as necessary. |
| Going concern |
| The group made a loss in the year of $3,762,569. The director and senior management team have considered the cashflow requirements and the corporate strategy of the group, which is focused on growth, whilst improving operational efficiency through effective management policies to generate future profits. They are satisfied that the group and the company will continue operating and will be able to meet their liabilities as they fall due, for a period of 12 months from the date the accounts are signed. Thus, they continue to adopt the going concern basis of accounting in preparing the financial statements. |
| Hyperinflation |
| The company has subsidiaries that operate in a hyperinflationary economy. Consequently the subsidiaries financial statements' comparatives were restated at 1 January 2024 to reflect the impact of the hyperinflation. To ensure consistency and comparability across the group, the group's comparatives have not been restated, instead the impact of the restatement on the group's opening reserves have been included in Other Reserves. This amounted to $1.1m. |
| 3. | TURNOVER |
| The turnover and loss before taxation are attributable to the one principal activity of the group. |
| An analysis of turnover by class of business is given below: |
| 2024 | 2023 |
| as restated |
| $ | $ |
| Crypto Trading | 299,287,243 | 234,268,756 |
| Other Revenue | - | 1,431,074 |
| 299,287,243 | 235,699,830 |
| An analysis of turnover by geographical market is given below: |
| 2024 | 2023 |
| as restated |
| $ | $ |
| South America | 299,287,243 | 235,699,830 |
| 299,287,243 | 235,699,830 |
| FIAT FLOW SOLUTIONS LTD. (REGISTERED NUMBER: 11939140) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 4. | EMPLOYEES AND DIRECTORS |
| 2024 | 2023 |
| as restated |
| $ | $ |
| Wages and salaries | 4,385,752 | 7,810,024 |
| Social security costs | 235,789 | 105,061 |
| 4,621,541 | 7,915,085 |
| The average number of employees during the year was as follows: |
| 2024 | 2023 |
| as restated |
| Average number of employees |
| The total compensation paid to key management personnel during the year was $442,711. |
| Director's remuneration for the year ended 31.12.2024 was $87,726 (31.12.2023: $108,537). |
| 5. | OPERATING LOSS |
| The operating loss is stated after charging/(crediting): |
| 2024 | 2023 |
| as restated |
| $ | $ |
| Other operating leases | 1,997 | 18,942 |
| Depreciation - owned assets | 83,794 | 84,379 |
| Goodwill amortisation | 388,824 | - |
| Patents and licences amortisation | 1,351 | - |
| Computer software amortisation | 323,451 | 316,637 |
| Auditors' remuneration | 43,000 | 33,000 |
| Foreign exchange differences | (19,050 | ) | 4,398,162 |
| 6. | INTEREST PAYABLE AND SIMILAR EXPENSES |
| 2024 | 2023 |
| as restated |
| $ | $ |
| Bank interest | 220,459 | 787,915 |
| FIAT FLOW SOLUTIONS LTD. (REGISTERED NUMBER: 11939140) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 7. | TAXATION |
| Analysis of the tax charge/(credit) |
| The tax charge/(credit) on the loss for the year was as follows: |
| 2024 | 2023 |
| as restated |
| $ | $ |
| Current tax: |
| Foreign Tax | 208,113 | (101,564 | ) |
| Tax on loss | 208,113 | (101,564 | ) |
| 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: |
| 2024 | 2023 |
| as restated |
| $ | $ |
| Loss before tax | (3,554,456 | ) | (10,184,413 | ) |
| Loss multiplied by the standard rate of corporation tax in the UK of 25 % (2023 - 25 %) |
(888,614 |
) |
(2,546,103 |
) |
| Effects of: |
| Adjustments related to subsidiaries | 1,096,727 | 2,444,539 |
| Total tax charge/(credit) | 208,113 | (101,564 | ) |
| Tax effects relating to effects of other comprehensive income |
| 2024 |
| Gross | Tax | Net |
| $ | $ | $ |
| Other movements in reserves | 36,795 | - | 36,795 |
| 2023 |
| Gross | Tax | Net |
| $ | $ | $ |
| Other movements in reserves | (278,650 | ) | - | (278,650 | ) |
| At the year end there is an unprovided deferred tax asset of $1,628,000. |
| 8. | INDIVIDUAL INCOME STATEMENT |
| 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. |
| FIAT FLOW SOLUTIONS LTD. (REGISTERED NUMBER: 11939140) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 9. | PRIOR YEAR ADJUSTMENT |
| During 2024, an error was identified in the 2023 financial statements related to the accounting of stock. The correction reduces the closing stock for 2023 from $1,216,208 to $42,853. The adjustment has been recognized as a prior year adjustment following the transfer of operations from FFS to Oware. |
| 10. | INTANGIBLE FIXED ASSETS |
| Group |
| Patents |
| and | Computer |
| Goodwill | licences | software | Totals |
| $ | $ | $ | $ |
| COST |
| At 1 January 2024 | 1,940,972 | 38,710 | 1,713,244 | 3,692,926 |
| Exchange differences | (17,136 | ) | - | 10,115 | (7,021 | ) |
| At 31 December 2024 | 1,923,836 | 38,710 | 1,723,359 | 3,685,905 |
| AMORTISATION |
| At 1 January 2024 | 540,740 | 37,359 | 845,788 | 1,423,887 |
| Amortisation for year | 388,824 | 1,351 | 323,451 | 713,626 |
| At 31 December 2024 | 929,564 | 38,710 | 1,169,239 | 2,137,513 |
| NET BOOK VALUE |
| At 31 December 2024 | 994,272 | - | 554,120 | 1,548,392 |
| At 31 December 2023 | 1,400,232 | 1,351 | 867,456 | 2,269,039 |
| Company |
| Computer |
| software |
| $ |
| COST |
| At 1 January 2024 |
| and 31 December 2024 |
| AMORTISATION |
| At 1 January 2024 |
| Amortisation for year |
| At 31 December 2024 |
| NET BOOK VALUE |
| At 31 December 2024 |
| At 31 December 2023 |
| FIAT FLOW SOLUTIONS LTD. (REGISTERED NUMBER: 11939140) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 11. | TANGIBLE FIXED ASSETS |
| Group |
| Fixtures |
| and |
| fittings |
| $ |
| COST |
| At 1 January 2024 | 417,154 |
| Exchange differences | (60 | ) |
| At 31 December 2024 | 417,094 |
| DEPRECIATION |
| At 1 January 2024 | 219,092 |
| Charge for year | 83,794 |
| At 31 December 2024 | 302,886 |
| NET BOOK VALUE |
| At 31 December 2024 | 114,208 |
| At 31 December 2023 | 198,062 |
| Company |
| Fixtures |
| and |
| fittings |
| $ |
| COST |
| At 1 January 2024 |
| and 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 |
| FIAT FLOW SOLUTIONS LTD. (REGISTERED NUMBER: 11939140) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 12. | FIXED ASSET INVESTMENTS |
| Company |
| Unlisted |
| investments |
| $ |
| COST |
| At 1 January 2024 |
| Additions |
| Disposals | ( |
) |
| Impairments | ( |
) |
| At 31 December 2024 |
| NET BOOK VALUE |
| At 31 December 2024 |
| At 31 December 2023 |
| The group or the company's investments at the Balance Sheet date in the share capital of companies include the following: |
| Subsidiaries |
| Nospread Tecnologia Srl |
| Registered office: Av. Corrientes 420, Piso 3, CABA. |
| Nature of business: Financial and other intermediary services |
| % |
| Class of shares: | holding |
| Ordinary | 90.00 |
| BTC Trade SRL |
| Registered office: Av. Corrientes 420, Piso 3, CABA. |
| Nature of business: Intermediary services to parent |
| % |
| Class of shares: | holding |
| Ordinary | 90.00 |
| Buenbit SAC |
| Registered office: Cal. Estados Unidos Nro. 155 Dpto. 204 Fnd. Oyague (Altura Cuadra 19 Av. Brasil) |
| Nature of business: Intermediary services |
| % |
| Class of shares: | holding |
| Ordinary | 95.00 |
| BKR Argentina S.A. |
| Registered office: Suipacha 1111, Piso 18, CABA. |
| Nature of business: Financial Services - Prepaid Card |
| % |
| Class of shares: | holding |
| Ordinary | 100.00 |
| FIAT FLOW SOLUTIONS LTD. (REGISTERED NUMBER: 11939140) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 12. | FIXED ASSET INVESTMENTS - continued |
| Descentralizado S.A.S. |
| Registered office: Suipacha 1111, Piso 18, CABA. |
| Nature of business: Intermediate Holding co. |
| % |
| Class of shares: | holding |
| Ordinary | 90.00 |
| Divizen S.A.S (ex Ahorremos S.A.S) |
| Registered office: Av. Corrientes 420, Piso 3, CABA. |
| Nature of business: Not trading |
| % |
| Class of shares: | holding |
| Ordinary | 90.00 |
| Soluciones DEFI S.R.L |
| Registered office: Av. Corrientes 420, Piso 3, CABA. |
| Nature of business: Not trading |
| % |
| Class of shares: | holding |
| Ordinary | 90.00 |
| Buengroup S.A.U (BGS) |
| Registered office: Av. Corrientes 420, Piso 3, CABA. |
| Nature of business: Intermediate Holding company |
| % |
| Class of shares: | holding |
| Ordinary | 100.00 |
| Buengiro S.A. de CV |
| Registered office: Sur 105, Ciudad de Mexico. |
| Nature of business: Financial and other intermediary services |
| % |
| Class of shares: | holding |
| Ordinary | 100.00 |
| Buenfintech SAS |
| Registered office: Zipaquira, Colombia |
| Nature of business: Financial and other intermediary services |
| % |
| Class of shares: | holding |
| Ordinary | 100.00 |
| Oware S.A.S |
| Registered office: Luis Piera No.1921,Oficina No 503, Montevideo, Uruguay |
| Nature of business: Hosts trading platform |
| % |
| Class of shares: | holding |
| Ordinary | 100.00 |
| Goodwill on additional subsidiaries acquired during the year was deemed to be negligible. On this basis, an analysis of net assets acquired at fair value has not been provided. |
| FIAT FLOW SOLUTIONS LTD. (REGISTERED NUMBER: 11939140) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 13. | STOCKS |
| Group | Company |
| 2024 | 2023 | 2024 | 2023 |
| as restated | as restated |
| $ | $ | $ | $ |
| Crypto stock | - | 42,853 | - | 42,853 |
| 14. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| Group | Company |
| 2024 | 2023 | 2024 | 2023 |
| as restated | as restated |
| $ | $ | $ | $ |
| Trade debtors | 2,788 | 2,810 |
| Amounts owed by group undertakings | - | - |
| Other debtors | 1,054,245 | 2,186,568 |
| Tax | 233,808 | 207,378 |
| VAT | 6,714 | 252,035 |
| Deferred tax asset | 150,744 | 175,382 | - | - |
| 1,448,299 | 2,824,173 |
| Deferred tax asset |
| Group | Company |
| 2024 | 2023 | 2024 | 2023 |
| as restated | as restated |
| $ | $ | $ | $ |
| Deferred tax | 150,744 | 175,382 | - | - |
| 15. | CURRENT ASSET INVESTMENTS |
| Group |
| 2024 | 2023 |
| as restated |
| $ | $ |
| Short term investments | 6,422,800 | 1,619,901 |
| Investments were not held for the long term and are now correctly classified as current assets. |
| FIAT FLOW SOLUTIONS LTD. (REGISTERED NUMBER: 11939140) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 16. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| Group | Company |
| 2024 | 2023 | 2024 | 2023 |
| as restated | as restated |
| $ | $ | $ | $ |
| Other loans (see note 17) | - | 9,931 |
| Trade creditors | 153,288 | 137,827 |
| Amounts owed to group undertakings | - | - |
| Tax | 228,508 | 159,645 |
| Social security and other taxes | 45,631 | 28,165 |
| Other creditors | 6,854,949 | 1,286,057 |
| Client money held | 5,060,617 | 4,965,382 | - | 4,965,382 |
| Directors' current accounts | 15,489 | 17,242 | - | - |
| Accruals and deferred income | 470,786 | 340,276 |
| 12,829,268 | 6,944,525 |
| 17. | LOANS |
| An analysis of the maturity of loans is given below: |
| Group |
| 2024 | 2023 |
| as restated |
| $ | $ |
| Amounts falling due within one year or on | demand: |
| Other loans | - | 9,931 |
| 18. | CALLED UP SHARE CAPITAL |
| Allotted, issued and fully paid: |
| Number: | Class: | Nominal | 2024 | 2023 |
| value: | as restated |
| $ | $ |
| Ordinary | 0.001273 | 16,483 | 16,433 |
| During the year, 37,531 ordinary shares with a nominal value of £0.001 were issued. |
| FIAT FLOW SOLUTIONS LTD. (REGISTERED NUMBER: 11939140) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 19. | RESERVES |
| Group |
| Non |
| Retained | Share | Other | Distributable |
| earnings | premium | reserves | Reserves | Totals |
| $ | $ | $ | $ | $ |
| At 1 January 2024 | (9,469,436 | ) | 14,675,038 | (1,076,043 | ) | 1,848,890 | 5,978,449 |
| Prior year adjustment | (1,173,355 | ) | (1,173,355 | ) |
| (10,642,791 | ) | 4,805,094 |
| Deficit for the year | (3,762,569 | ) | (3,762,569 | ) |
| Other movements in reserves | - | - | 36,795 | - | 36,795 |
| Share Option Granted | - | - | - | 1,484,048 | 1,484,048 |
| Share Option Exercised | 327,366 | - | - | (327,366 | ) | - |
| At 31 December 2024 | (14,077,994 | ) | 14,675,038 | (1,039,248 | ) | 3,005,572 | 2,563,368 |
| Company |
| Non |
| Retained | Share | Distributable |
| earnings | premium | Reserves | Totals |
| $ | $ | $ | $ |
| At 1 January 2024 | ( |
) | ( |
) |
| Prior year adjustment | ( |
) | ( |
) |
| ( |
) | (3,383,107 | ) |
| Profit for the year |
| Share Option Granted | - | - | 1,484,048 | 1,484,048 |
| Share Option Exercised | 327,366 | - | (327,366 | ) | - |
| At 31 December 2024 | ( |
) | 478,077 |
| 20. | POST BALANCE SHEET EVENTS |
| In January 2025, the Argentine Customs Collection and Control Agency (ARCA) removed the tax reduction on debit and credit transactions in Argentine banks, leading to higher expenses for BTC Trade S.R.L., which manages the Company’s on- and off-ramp operations. |
| In March 2025, the National Securities Commission (CNV) issued Resolution 1058/2025, requiring entities defined as “Virtual Asset Service Providers” (VASPs) to register before commencing such activities. In response, Buenbit Cripto S.A. was incorporated in July 2025 and is awaiting CNV approval. Once granted, the Company will transfer the Argentine virtual asset operations from Oware S.A.S. to Buenbit Cripto S.A. |
| In May 2025, the Court of Appeals annulled the first of three charges brought in 2020 by the Central Bank of the Argentine Republic against Nospread Tecnología and reduced the second from USD 200,000 to USD 3,000. In September 2025, the asset injunction linked to the third charge was reduced from USD 1,500,000 to USD 200,000. |
| 21. | BANK GUARANTEE |
| BTC Trade Srl - a subsidiary company has been a bank guarantee of $11,000 at year end. |
| FIAT FLOW SOLUTIONS LTD. (REGISTERED NUMBER: 11939140) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 22. | SHARE OPTIONS |
| The group operates a number of equity related share based compensation schemes, under which services are received from employees in consideration for equity instruments of the company. The cost of the share based incentives for employees is measured with reference to the fair value of the equity instrument awarded. The cost of the share based incentive is recognised as an expense over the vesting period of the award with a corresponding increase in equity. |
| The company did not grant equity settled share options during the year. |
| A summary of the equity settled share options is provided below: |
| -The exercise price for all schemes is £0.001. |
| -The valuation of the share options granted was $5.71 derived from shares issued in the year. |
| -The total expense recognised in the year was $1,529,564 |
| -The share options forfeited and cancelled: 23,622 |
| - Share options exercised: 39,941 |
| - Share options outstanding at the year-end: 794,216 |