SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)
|
12 Months Ended |
Dec. 31, 2025 |
| Accounting Policies [Abstract] |
|
| SCHEDULE OF ACQUISITION CONSIDERATION BREAKDOWN |
SCHEDULE
OF ACQUISITION CONSIDERATION BREAKDOWN
| | |
Net
Financial Assets (Book
Value) | | |
Purchase
% | | |
Purchase
Price ($) | | |
Type
of Shares | |
Price
per Shares | | |
#
of Shares | |
| | |
Local
Currency | | |
USD
($) | | |
| | |
| | |
| |
| | |
| |
| Shares of | |
| | |
| | |
| | |
| | |
| |
| | |
| |
| APL | |
£ | 1,118,035 | | |
| 1,362,594 | (1) | |
| 100.00 | % | |
$ | 1,362,594 | | |
Series B | |
$ | 1.41 | | |
| 966,379 | |
| AML | |
€ | 2,255,556 | | |
| 2,351,192 | (2) | |
| 49.90 | % | |
$ | 1,175,406 | | |
Series B | |
$ | 1.41 | | |
| 833,621 | |
| Total | |
| | | |
| | | |
| | | |
$ | 2,538,000 | | |
| |
| | | |
| 1,800,000 | |
| |
(1) |
As
of June 30, 2022, £1 = $1.2165,
Net Financial Assets based on June 30, 2022, audited financial statements |
| |
(2) |
As
of November 30, 2022, €1 EUR = $1.042,
Net Financial Assets based on November 30, 2022, audited financial statements |
|
| SCHEDULE OF PURCHASE PRICE ALLOCATION |
AML’s
Balance Sheet as of November 30, 2023 (Acquisition Date):
SCHEDULE
OF PURCHASE PRICE ALLOCATION
| Description | |
Book
Value, $ | |
| Assets: | |
| | |
| Cash and cash
equivalents (1) | |
| 3,215,638 | |
| Prepaid | |
| 5,277 | |
| Financial Assets through
profit and less (2) | |
| 1,070,795 | |
| Related party guarantee
(3) | |
| 1,340,432 | |
| Accrued income | |
| 1,545,557 | |
| Tax receivable (4) | |
| 175,538 | |
| Capitalized software, net | |
| 295,391 | |
| Fixed
assets (5) | |
| 2,391 | |
| Total
assets: | |
$ | 7,651,019 | |
| Liabilities: | |
| | |
| Accounts Payable (6) | |
| 173,060 | |
| Financial liability at
fair value through profit and loss (7) | |
| 515,906 | |
| Current liabilities - Creditors (11) | |
| | |
| Related party advances | |
| | |
| | |
| | |
| Client funds(8) | |
| 2,773,824 | |
| Deferred
tax liabilities(9) | |
| 348,570 | |
| Total
liabilities | |
$ | 3,811,360 | |
| Net assets, (A) | |
| 3,839,660 | |
| Accumulated other
comprehensive income (loss), (B) | |
| 53,605 | |
| Purchase Price, 833,621
Series B Preferred Stock valued at $1.41,
(C) | |
| 1,175,406 | |
| Increase in APIC
(A) – (B) – (C) | |
$ | 2,610,648 | |
APL
Purchase Price Allocation
APL’s
Balance Sheet as of November 30, 2023 (Acquisition Date):
| Description | |
Book
Value, $ | |
| Assets: | |
| | |
| Cash and cash
equivalents, including cash at liquidity provider (1) | |
| 28,562,337 | |
| Fixed assets (2) | |
| 157,520 | |
| Prepaid | |
| 405,702 | |
| Total
assets: | |
$ | 29,125,559 | |
| Liabilities: | |
| | |
| Deferred Tax(9) | |
| 430,142 | |
| Current liabilities - Creditors
(10) | |
| 874,636 | |
| Client funds (8) | |
| 26,239,126 | |
| Related party advances | |
| 2,500,619 | |
| Total
liabilities | |
$ | 30,044,523 | |
| Net assets (A) | |
| (918,964 | ) |
| Accumulated other
comprehensive income (loss), (B) | |
| (5,539 | ) |
| Purchase Price, 966,379
Series B Preferred Stock valued at $1.41,
(C) | |
| 1,362,594 | |
| Increase in APIC
(A) – (B) – (C) | |
$ | (2,276,019 | ) |
| (1) |
We
recognize cash and cash equivalents held by AML and APL, and deposits in bank accounts and liquidity providers that can be accessed
on demand or within 90 days. |
| (2) |
Financial
assets at fair values for AML through profit and loss are derivative contracts in favor of AML. They are included in our other current
assets in the consolidated balance sheet as of November 30, 2023. We determine financial assets at fair values by reference to market
prices or rates quoted at the end of the reporting period. Observable market prices or rates support the valuation techniques since
their variables include only data from observable markets. We categorize AML’s derivative financial instruments as level 2. |
NOTE
2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
| (3) |
Guarantee
provided by Alchemy BVI as a parent to AML for any shortfall in the net capital. |
| |
|
| (4) |
Estimated
overpaid tax to the Commissioner of Tax Revenue, Malta. |
| |
|
| (5) |
All
property and equipment are initially recorded at historical cost and included in our fixed assets, net in the consolidated balance
sheet as of November 30, 2023. Historical cost includes expenditures directly attributable to the Acquisition of the items. We calculate
depreciation using the straight-line method to allocate their cost or revalued amounts to their residual values over their estimated
useful lives. |
| |
|
| (6) |
Trade
and other payables comprise obligations to pay for goods or services acquired from suppliers in the ordinary course of business.
Accounts payable are classified as current liabilities if payment is due within one year or less (or in the normal operating cycle
of the business if longer). If not, they are presented as non-current liabilities. |
| |
|
| (7) |
Financial
liabilities at fair values for AML through profit and loss are derivative contracts against AML. They are included in our other current
assets in the consolidated balance sheet as of November 30, 2023. We determine financial liabilities at fair values by reference
to market prices or rates quoted at the end of the reporting period. Observable market prices or rates support the valuation techniques
since their variables include only data from observable markets. We categorize AML’s derivative financial instruments as level
2. |
| |
|
| (8) |
Customer
net trading deposits are funds placed with the Company by clients intended to trade FX, securities, or other investment
activities. |
| |
|
| (9) |
We
recognize deferred tax using the liability method on temporary differences between the tax bases of assets and liabilities and their
carrying amounts in the financial statements. We include deferred tax liabilities in our consolidated balance sheet as of November
30, 2023. However, deferred tax liabilities are not recognized if they arise from the initial recognition of goodwill; deferred tax
is not accounted for if it stems from the initial recognition of an asset or liability in a transaction other than a business combination
that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred tax is determined using tax rates
(and Malta laws) that have been enacted or substantially enacted by the end of the reporting period and are expected to apply when
the related deferred tax asset is realized, or the deferred tax liability is settled. |
| |
|
| (10) |
Short-term
borrowings are primarily composed of lines of credit and short-term loans from financial institutions. |
|
| SCHEDULE OF ACQUISITION DATE REPRESENTS A CAPITAL CONTRIBUTION |
SCHEDULE
OF ACQUISITION DATE REPRESENTS A CAPITAL CONTRIBUTION
| | |
| | |
| 100% Net Book Value of AIL at October 31, 2025 | |
$ | 10,944,062 | |
| Less: Consideration paid (per SPA) | |
| (2,000,000 | ) |
| Less: Non-Controlling
Interest (0.1%
of Net Book Value) | |
| (10,944 | ) |
| APIC
– Capital Contribution from Controlling Shareholder | |
$ | 8,933,118 | |
|
| SCHEDULE OF AIL’s BALANCE SHEETS |
AIL’s
Balance Sheet as of October 31, 2025 (proxied Acquisition Date):
SCHEDULE
OF AIL’s BALANCE SHEETS
| Description | |
Book
Value, $ | |
| Assets: | |
| | |
| Plant and Machinery, net (1) | |
| 1,005 | |
| Liquidity Provider Accounts, net (2) | |
| 10,815,560 | |
| C/A – Alchemy Capital Markets Ltd (3) | |
| 24,994,050 | |
| C/A – Alchemy Markets EU (4) | |
| 552,490 | |
| Net Intercompany Receivables (5) | |
| 1,589,085 | |
| Rebates Receivable | |
| 46,970 | |
| Payment Gateways (6) | |
| 599,510 | |
| Other Debtors, Prepayments, and Deposits | |
| 30,096 | |
| Cash at Banks | |
| 5,954,369 | |
| C/A – FXIFY | |
| 5,985 | |
| Total assets: | |
$ | 44,589,120 | |
| Liabilities: | |
| | |
| Trade Creditors | |
| 91,268 | |
| Client Money Liabilities – Retail (7) | |
| 618,443 | |
| Client Money Liabilities – TTCA (7) | |
| 12,432,686 | |
| C/A – Shareholders | |
| 50,000 | |
| C/A – Intercompany (payable) | |
| 240,645 | |
| C/A – Alchemy DMCC (8) | |
| 19,933,099 | |
| Other Payables, Rebates,
Accruals, and Sundry | |
| 278,917 | |
| Total
liabilities | |
$ | 33,645,058 | |
| Net assets (A) | |
| 10,944,062 | |
| Non-Controlling Interest, 0.1%
of Net Assets (B) | |
| 10,944 | |
| Consideration paid, $2,000,000
cash (C) | |
| 2,000,000 | |
| APIC
– Capital Contribution (A) – (B) – (C) | |
$ | 8,933,118 | |
| (1) |
Plant
and machinery are recorded at historical cost, net of accumulated depreciation, as carried on AIL’s books at the Acquisition
Date. No fair value adjustment has been applied. |
| |
|
| (2) |
Liquidity
provider accounts represent net balances held with third-party liquidity providers in connection with AIL’s FX and CFD trading
operations. |
| |
|
| (3) |
Current
account receivable from Alchemy Capital Markets Ltd (ACM), a related-party affiliate, reflecting intercompany trading and operational
balances at book value. |
| |
|
| (4) |
Current
account receivable from Alchemy Markets EU, a related-party affiliate, reflecting intercompany trading and operational balances at
book value. |
| |
|
| (5) |
Net
intercompany receivables represent amounts due from other entities within the consolidated group, recorded at carrying value and
eliminated upon consolidation. |
| |
|
| (6) |
Balances
held with payment gateway providers represent client deposits and settlement amounts in transit. |
| |
|
| (7) |
Client
money liabilities represent net trading deposits placed with AIL by clients for FX, CFD, and other investment activities. Retail
client funds and professional/TTCA client funds are presented separately in accordance with applicable regulatory requirements. |
| |
|
| (8) |
Current
account payable to Alchemy DMCC, a related-party affiliate. This balance is included in the Company’s consolidated related-party
disclosures. At December 31, 2025, this balance had increased to $25,512,642. |
|
| SCHEDULE OF EXCHANGE RATE |
The
exchange rate at the reporting end date:
SCHEDULE
OF EXCHANGE RATE
| | |
December
31, 2025 | | |
December
31, 2024 | |
| USD: AUD | |
$ | 1.4993 | | |
| 1.6168 | |
| USD: EUR | |
$ | 0.8523 | | |
| 0.9662 | |
| USD: GBP | |
$ | 0.7436 | | |
| 0.7990 | |
Average
exchange rate for the period:
| | |
Q1
2025 | | |
Q2
2025 | | |
Q3
2025 | | |
Q4
2025 | |
| USD: AUD | |
$ | 1.5939 | | |
| 1.5605 | | |
| 1.5282 | | |
| 1.5040 | |
| USD: EUR | |
$ | 0.9507 | | |
| 0.8814 | | |
| 0.8553 | | |
| 0.8590 | |
| USD: GBP | |
$ | 0.7944 | | |
| 0.7489 | | |
| 0.7417 | | |
| 0.7519 | |
| Foreign currency exchange rate, translation | |
$ | 0.7944 | | |
| 0.7489 | | |
| 0.7417 | | |
| 0.7519 | |
|