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Registered number: 03760112
Firthlion Ltd
Financial Statements
For The Year Ended 31 December 2024
Mouktaris & Co Ltd
Chartered Accountants & Registered Auditors
156a Burnt Oak Broadway
Edgware
Middlesex
HA8 0AX
Firthlion Ltd
Contents
Contents
Page
Statement of Financial Position 1—2
Notes to the Financial Statements 3—8
Page 1
Firthlion Ltd
Statement of Financial Position
As At 31 December 2024
Statement of Financial Position
Registered number: 03760112
2024 2023
Notes $ $ $ $
FIXED ASSETS
Investments in subsidiaries 5 - 33,052
- 33,052
CURRENT ASSETS
Debtors 6 2,589,228 604,102
Cash at bank and in hand 1,729,793 181,483
4,319,021 785,585
Creditors: Amounts Falling Due Within One Year 7 (1,096,883 ) (34,280 )
NET CURRENT ASSETS (LIABILITIES) 3,222,138 751,305
TOTAL ASSETS LESS CURRENT LIABILITIES 3,222,138 784,357
NET ASSETS 3,222,138 784,357
CAPITAL AND RESERVES
Called up share capital 8 3,326,732 783,750
Other reserves 146,345 -
Income Statement (250,939 ) 607
SHAREHOLDERS' FUNDS 3,222,138 784,357
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Page 2
Firthlion Ltd
Statement of Financial Position (continued)
As At 31 December 2024
For the year ending 31 December 2024 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.
The members have not required the company to obtain an audit in accordance with section 476 of the Companies Act 2006.
The directors acknowledge their responsibilities for complying with the requirements of the Act with respect to accounting records and the preparation of accounts.
These accounts have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The company has taken advantage of section 444(1) of the Companies Act 2006 and opted not to deliver to the registrar a copy of the company's Income Statement.
On behalf of the board
Mr John Matthews
Director
9 September 2026
The notes on pages 3 to 8 form part of these financial statements.
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Page 3
Firthlion Ltd
Notes to the Financial Statements
For The Year Ended 31 December 2024
Notes to the Financial Statements
1. General Information
Firthlion Ltd is a private company, limited by shares, incorporated in England & Wales, registered number 03760112. The
registered office is 64 Princes Court, 88 Brompton Road, London, SW3 1ET.
The Company registered a branch in Cyprus as of 1 November 1999 under the Cyprus Companies Law, Cap. 113. Its
registered office is at Totalserve House, 17 Gr. Xenopoulou Street, 3106 Limassol, Cyprus.
2. Accounting Policies
2.1. Basis of Preparation of Financial Statements
The financial statements have been prepared under the historical cost convention and in accordance with Financial Reporting Standard 102 section 1A Small Entities "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006.
2.2. Significant judgements and estimations
Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
The Company makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.
Critical accounting estimates and assumptions
Income taxes
Significant judgment is required in determining the provision for income taxes. There are transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. The Company recognises liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be due. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the income tax and deferred tax provisions in the period in which such determination is made.
Critical judgements in applying the Company's accounting policies
Classification of the convertible loan
During the year the Company advanced a convertible loan of US$1,500,000 (note 8). The directors have judged the instrument to be a basic financial instrument within Section 11 of FRS 102, measured at amortised cost, on the grounds that the conversion feature was exercisable at the Company's election, would settle at par against a future share subscription obligation and carried no return linked to the value of the borrower's equity: on either outcome the contractual cash flows comprised repayment of principal and a fixed return of 12 per cent per annum. Had the instrument been judged non-basic, it would have been measured at fair value through profit or loss, with any change in fair value recognised in the profit and loss account.
Recognition of interest
The loan agreements do not define the commencement of the interest accrual period. Interest has been recognised from the date of each loan agreement (15 October 2024 and 5 December 2024 respectively), notwithstanding that the amounts were advanced shortly after those dates; this is consistent with the interest amounts subsequently agreed with the borrower on settlement of the loans.
Recoverability of loans receivable
The Company periodically evaluates the recoverability of loans receivable whenever indicators of impairment are present. Indicators of impairment include such items as declines in revenues, earnings or cash flows or material adverse changes in the economic or political stability of a particular country in which the borrower operates, which may indicate that the carrying amount of the loan is not recoverable. If facts and circumstances indicate that loans receivable may be impaired, the estimated future discounted cash flows associated with these loans would be compared to their carrying amounts to determine if a write-down to fair value is necessary.
The directors assessed the loans for impairment at the reporting date, having regard to the borrower group's audited financial statements and to the settlement of the loans in full, at par plus accrued interest, after the year end. No impairment was identified.
Impairment of investments in subsidiaries
...CONTINUED
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Firthlion Ltd
Notes to the Financial Statements (continued)
For The Year Ended 31 December 2024
2.2. Significant judgements and estimations - continued
The Company periodically evaluates the recoverability of investments in subsidiaries whenever indicators of impairment are present. Indicators of impairment include such items as declines in revenues, earnings or cash flows or material adverse changes in the economic or political stability of a particular country, which may indicate that the carrying amount of an asset is not recoverable. If facts and circumstances indicate that investment in subsidiaries may be impaired, the estimated future discounted cash flows associated with these subsidiaries would be compared to their carrying amounts to determine if a write-down to fair value is necessary.
Impairment of financial assets
The loss allowances for financial assets are based on assumptions about risk of default and expected loss rates. The Company uses judgement in making these assumptions and selecting the inputs to the impairment calculation, based on the Company's past history, existing market conditions as well as forward looking estimates at the end of each reporting period.
2.3. Turnover
Finance income
Interest income is recognised in the income statement on a time-proportion basis using the effective method.
2.4. Tangible Fixed Assets and Depreciation
Tangible fixed assets are measured at cost less accumulated depreciation and any accumulated impairment losses. Depreciation is provided at rates calculated to write off the cost of the fixed assets, less their estimated residual value, over their expected useful lives on the following bases:
Computer Equipment fully depreciated
Any tangible assets carried at revalued amounts are recorded at the fair value at the date of revaluation less any subsequent accumulated depreciation and subsequent accumulated impairment losses. An increase in the carrying amount of an asset as a result of a revaluation, is recognised in other comprehensive income and accumulated in equity, except to the extent it reverses a revaluation decrease of the same asset previously recognised in profit or loss. A decrease in the carrying amount of an asset as a result of revaluation, is recognised in other comprehensive income to the extent of any previously recognised revaluation increase accumulated in equity in respect of that asset. Where a revaluation decrease exceeds the accumulated revaluation gains accumulated in equity in respect of that asset, the excess shall be recognised in profit or loss.
Impairment of fixed assets
A review for indicators of impairment is carried out at each reporting date, with the recoverable amount being estimated where such indicators exist. Where the carrying value exceeds the recoverable amount, the asset is impaired accordingly. Prior impairments are also reviewed for possible reversal at each reporting date.
For the purposes of impairment testing, when it is not possible to estimate the recoverable amount of an individual asset, an estimate is made of the recoverable amount of the cash-generating unit to which the asset belongs. The cash-generating unit is the smallest identifiable group of assets that includes the asset and generates cash inflows that largely independent of the cash inflows from other assets or groups of assets.
For impairment testing of goodwill, the goodwill acquired in a business combination is, from the acquisition date, allocated to each of the cash-generating units that are expected to benefit from the synergies of the combination, irrespective of whether other assets or liabilities of the company are assigned to those units.
2.5. Interest Payable
Finance costs 
Interest expense and other borrowing costs are charged to the income statement as incurred.
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Firthlion Ltd
Notes to the Financial Statements (continued)
For The Year Ended 31 December 2024
2.6. Foreign Currencies
Functional and presentation currency
Items included in the company's financial statements are measured using the currency of the primary economic environment in which the entity operates (the functional currency). The financial statements are presented in US$ which is the company's functional currency.
Transactions and balances
Foreign currency transactions are initially recorded in the functional currency, by applying the spot exchange rate as at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated at the exchange rate ruling at the reporting date, with any gains or losses being taken to the profit and loss account. Translation differences on non-monetary items such as equities held at fair value through profit or loss are reported as part of the fair value gain or loss.
2.7. Taxation
The Company is resident in Cyprus for tax purposes where it has also registered an offshore branch. Accordingly, its worldwide income is taxable in Cyprus under the provisions of section 28A of the Income Tax Laws and the relevant certificates have been obtained from the Tax Authorities of the Republic of Cyprus and of the United Kingdom.
The corporation tax rate is 12.5%. Under certain conditions interest income may be subject to defence contribution at the rate of 30.0%. In such cases this interest will be exempt from corporation tax. In certain cases, dividends received from abroad may be subject to defence contribution at the rate of 17.0%. Gains on disposal of qualifying titles (including shares, bonds, debentures, rights thereon etc.) are exempt from Cyprus income tax.
The tax expense represents the sum of the corporation tax currently payable and deferred tax recognised in the reporting period. Tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, tax is recognised in other comprehensive income or directly in equity, respectively.
The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit as reported in the statement of comprehensive income because of items of income or expense that are taxable or deductible in other year and items that are never taxable or deductible. The company's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.
Deferred tax is recognised on timing differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable timing differences. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible timing differences can be utilised. The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. Deferred tax liabilities are presented within provisions for liabilities and deferred tax assets within debtors. The measurement of deferred tax liabilities and asset reflects the tax consequences that would follow from the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.
Current or deferred tax for the year is recognised in profit or loss, except when they related to items that are recognised in other comprehensive income or directly in equity, in which case, the current and deferred tax is also recognised in other comprehensive income or directly in equity respectively.
2.8. Loans receivable
Basic financial assets, including loans receivable, are initially measured at the transaction price, including transaction costs, unless the arrangement constitutes a financing transaction, in which case the asset is measured at the present value of the future receipts discounted at a market rate of interest. Such assets are subsequently carried at amortised cost using the effective interest method, less any provision for impairment.
At the end of each reporting period, financial assets measured at amortised cost are assessed for objective evidence of impairment. Where such evidence exists, an impairment loss- measured as the difference between the asset's carrying amount and the present value of the estimated future cash flows discounted at the asset's original effective interest rate- is recognised in the income statement immediately.
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Firthlion Ltd
Notes to the Financial Statements (continued)
For The Year Ended 31 December 2024
3. Average Number of Employees
Average number of employees, including directors, during the year was: 2 (2023: 2)
2 2
4. Tangible Assets
Computer Equipment
$
Cost
As at 1 January 2024 2,226
As at 31 December 2024 2,226
Depreciation
As at 1 January 2024 2,226
As at 31 December 2024 2,226
Net Book Value
As at 31 December 2024 -
As at 1 January 2024 -
5. Investments in subsidiaries
Unlisted
$
Cost or Valuation
As at 1 January 2024 2,415,968
As at 31 December 2024 2,415,968
Provision
As at 1 January 2024 2,382,916
Impairment losses 33,052
As at 31 December 2024 2,415,968
Net Book Value
As at 31 December 2024 -
As at 1 January 2024 33,052
Investments in subsidiaries are initially recorded at cost, and subsequently stated at cost less any accumulated impairment losses. The Company holds 97.14% of the registered share capital of Wellchem Holding GmbH, a limited liability company incorporated in Austria. The principal activity of the subsidiary is the holding of investments.
The capital and reserves of the subsidiary company for the year ended 31 December 2024 were US$34,253 (2023: US$19,098) whilst the loss for the year amounted to US$16,863 (2023: loss US$8,406).
A review for indicators of impairment is carried out at each reporting date, with the recoverable amount being estimated where such indicators exist. Where the carrying value exceeds the recoverable amount, the asset is impaired accordingly. Prior impairments are also reviewed for possible reversal at each reporting date.
For the purposes of impairment testing, when it is not possible to estimate the recoverable amount of an individual asset, an estimate is made of the recoverable amount of the cash-generating unit to which the asset belongs. The cash-generating unit is the smallest identifiable group of assets that includes the asset and generates cash inflows that largely independent of the cash inflows from other assets or groups of assets.
During the financial year, impairment losses totalling US$33,052 were recognised in the Income Statement in respect of the investment, thereby fully impairing that investment.
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Firthlion Ltd
Notes to the Financial Statements (continued)
For The Year Ended 31 December 2024
6. Debtors
2024 2023
$ $
Due within one year
Other debtors - 548,265
Corporation tax repayable 39,306 38,173
Loans receivable 2,546,885 -
Amounts owed by subsidiaries 3,037 -
Amounts owed by associates - 17,664
2,589,228 604,102
Loans receivable
The loans receivable comprise amounts advanced to KrediYa Holding, Corp. (Panama) and KrediYa S.A.S. (Colombia) as joint and several borrowers, under two facilities:
  1. a convertible loan of US$1,500,000 dated 15 October 2024, unsecured, bearing interest at 12 per cent per annum and repayable on 31 March 2025 (as extended), under which the Company held an option to apply the principal and accrued interest, at par, in settlement of a future share subscription; and
  2. a loan facility of US$1,500,000 dated 5 December 2024, secured by a pledge over shares in borrower group entities, bearing interest at 12 per cent per annum and repayable on 31 March 2025, of which US$1,000,000 had been advanced at 31 December 2024.
Both loans were settled in full after the end of the reporting period.
Corporation tax repayable
Included in Debtors is an amount of US$39,306 due back from the Cyprus tax authorities, which relates to overpayments of tax for previous years. The Cyprus tax authorities have not yet accepted the tax repayment although the company's tax advisers have deemed the said repayment to be virtually certain.
7. Creditors: Amounts Falling Due Within One Year
2024 2023
$ $
Trade creditors 18,580 1,158
Bank loans and overdrafts 69 -
Net wages 5,359 -
Accruals and deferred income 6,920 33,122
Amounts owed to parent undertaking 1,065,955 -
1,096,883 34,280
8. Share Capital
2024 2023
$ $
Allotted, Called up and fully paid 3,326,732 783,750
Share capital comprises 3,000,000 ordinary shares, each of £1.00.
The Company's share capital is denominated in sterling. As a non-monetary item carried at historical cost, share capital is translated into the functional currency US$ at the spot rate ruling at the date of each transaction and is not retranslated at subsequent reporting dates. The carrying amount accordingly comprises amounts translated at differing historical rates and does not correspond to the sterling nominal value translated at the closing rate.
...CONTINUED
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Firthlion Ltd
Notes to the Financial Statements (continued)
For The Year Ended 31 December 2024
8. Share Capital - continued
On 5 February 2024 the Company reduced its share capital by cancelling 460,000 ordinary shares of £1 each. The shares cancelled were removed from share capital at their carrying amount of US$733,342, being the amount at which they were originally recorded. The consideration of £460,000 was not fully settled in cash and was partly recognised as a liability due to the shareholder, translated at the spot rates ruling at the dates of the repayment of capital. The difference of US$146,345 between the carrying amount of the share capital cancelled and the liability recognised has been taken directly to the capital contribution reserve, for the reason that the shareholder released the Company from its obligation to settle that liability in full. The release is a transaction with an owner acting in its capacity as owner and has been recognised directly in equity as a capital contribution. No amount has been recognised in profit or loss in respect of the release. The capital contribution reserve is distributable.
On 17 May 2024 the Company allotted 300,000 ordinary shares of £1 each at par to Berman & Sons Limited, the Company's immediate parent undertaking, for consideration of £300,000, translated at the spot rate ruling at that date.
On 29 July 2024 the Company allotted a further 2,660,000 ordinary shares of £1 each at par to Berman & Sons Limited, for consideration of £2,660,000, translated at the spot rate ruling at that date.
9. Post Balance Sheet Events
After 31 December 2024 the two loans were incorporated into a wider acquisition. On 8 May 2025 the Company acquired a 26% interest in KrediYa Holding, Corp for total consideration of US$20 million (a purchase of existing shares and a subscription for new shares), applying both loans (principal US$3.0 million together with accrued interest) in partial settlement of its US$10 million subscription obligation, with the balance settled in cash. On the same date the Company entered into a call options deed granting reciprocal options over the 26% holding. On 16 January 2026 the company call option under that deed was exercised, requiring the counterparty to reacquire the Company's 26% interest for US$21.2 million plus interest at 12% per annum. These are non-adjusting events after the reporting period and do not affect the amounts recognised at 31 December 2024, at which date the Company held the loans.
10. Related Party Disclosures
Wellchem Holding GmbH
A loan to the subsidiary Wellchem Holding GmbH totalling US$4,537 was written off during the year.
SkillInvest Kft.
Until 1 March 2024, the Company and SkillInvest Kft. were related parties by virtue of being under the control of the same ultimate controlling party. While the companies were related, the Company had a loan outstanding to SkillInvest Kft. bearing interest at 0.5% per annum. The loan, together with accrued interest, was repaid in full on 8 March 2024, shortly after the relationship had ceased, and the amount owed at 31 December 2024 was US$nil (2023: US$530,497, included within other debtors).
11. Controlling Parties
The company's immediate parent undertaking is Berman & Sons Limited , incorporated in England.
The ultimate parent undertaking is Utmost Step Holding Zrt. , incorporated in Hungary. Its registered office is József Attila útja 20, 1029 Budapest, Hungary .
Copies of the parent company accounts may be obtained from the company's registered office.
The ultimate controlling parties are Dr Zoltan Nemet and Ms Mercedesz Simon.
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