The collapse of Zondacrypto? Seven red flags ignored for years

Conflicting information in two important documents

BB Trade Estonia OÜ, as a commercial company, must submit financial statements (SF) every year. It is an Estonian company, so it submits it to the local equivalent of our National Court Register. SF are official, publicly available documents for everyone, including services and investigators.

What do they mean? Firstly, as Robert Nogacki points out, the 12th appendix to the financial statements for 2024 states “Kliendi vahendid on edasi investeeritud nii lühi kui ka pikaajaliselt”. This means that customer funds were further invested both in the short and long term. – It was signed by Przemysław Kral on July 29, 2025 – adds Nogacki.

Simultaneously Regulations for the Provision of Services in par. 8 point 21 says that “zondacrypto does not conduct investment activities regarding the Clients' assets, does not invest them, does not lend them, does not place bets on them and does not derive any economic benefits from them.

— The regulations promised: we do not lend. The financial statements admit: we borrowed. One of these documents must be untrue – and both were signed by the same man – says Robert Nogacki.

The second expert believes that it is either a conscious lie in the regulations towards clients or a conscious lie in the financial statements submitted to the register under pain of criminal liability.

Loans. Four key red flags

In the earlier one Annex No. 9 (Lisa 9) to the SF for 2024. loans are shown. As the restructuring advisor tells us, analysis of this and other attachments indicates as many as four red flags.

The first red flag is the scale and pace of loan growth. In 2023, loan receivables amounted to EUR 12.3 million, and in 2024 they amounted to EUR 93.6 million.

– This is an over seven-fold increase in one year – such an increase is not normal and requires justification – says the expert.

No security

Secondly, the Financial Statement clearly states that some of the loans were granted without collateral. The largest one, amounting to EUR 75,016,307, denominated in cryptocurrencies, with a variable interest rate, has no security.

— This is a violation of the basic principles of risk management with funds that the exchange has only committed to keeping, says the expert.

Thirdly, although the loan repayment deadline is 2025, the hot wallet is almost empty in April 2026. According to the restructuring advisor, the deadlines clearly state that if the debtor did not return the funds on time, the exchange had no money to pay customers.

Read also: The king of cryptocurrencies disappeared with the key to his fortune. The head of Zondacrypto spoke out

Unnamed borrower

Fourthly, SF does not directly disclose who exactly is the party to the loan. The report shows thatthat over EUR 30 million in “advances” went to related entities (Appendix/Lix 3), a short-term receivables from related entities increased from EUR 8.3 million in 2023 to EUR 30.5 million in 2024.

In his recorded statement, Przemysław Kral suggests that these are related entities, i.e. from one capital group.

As we have already written in Business Insider, the parent company is the Swiss company Divisio Holding, which is also indicated in Annex 24 to the SF for 2024. However, the holding consists of many companies.

According to the restructuring advisor the “loan to a related entity without security” scheme is a classic mechanism for withdrawing funds.

In turn, according to Nogacki, if the money of customers of the Polish cryptocurrency exchange was loaned to the owner's Swiss holding company, this is a fact that the prosecutor's office should investigate.

Prior reports subject to auditor qualification

Robert Nogacki points out that for three years the auditor examining the financial statements of BB Trade Estonia OÜ could not confirm the exchange's control over clients' cryptocurrencies worth hundreds of millions of euros. These are the financial statements for 2021, 2022 and 2023.

The most serious signal was given in SF for 2021. Certified auditor Crowe DNW OÜ (vandeaudiitor Anton Mullo, no. 714) refused to issue an opinion (loobus arvamuse avaldamisest) due to limitations in the scope of the study.

The justification for the refusal states that the company's balance sheet as at December 31, 2021 included virtual currencies worth EUR 482,809 thousand in the “Inventories” item, but the practical control procedures carried out during the audit did not allow for obtaining sufficient assurance regarding these items. The balance sheet includes virtual currencies in the form of bitcoins (BTC) in the amount of EUR 145,708 thousand, but according to the company's representative, the said stocks are in a wallet to which the management, citing security measures, has imposed restrictions. As a result, the auditor was unable to determine the correctness of the recognition of virtual currencies and the ownership rights to them.

According to Nogacki this is the most serious warning signal an auditor can send — more serious than a negative opinion, because it means: I am unable to determine what is true. The restructuring advisor who analyzed the reports for us thinks the same.

In SF for 2022, the new auditor Sergei Tšistjakov issued an opinion, but with reservations because he could not confirm EUR 155 million in cryptocurrencies. It was similar in SF for 2023, it was EUR 172 million. The management then proposed notarial confirmation instead of actual proof, but Sergei Tšistjakov refused to accept it. The same auditor had no objections to the financial statements for 2024, as Przemysław Kral emphasizes.

— I understand that interpretations of technical financial documents may raise questions. However, I want to clarify the most important fact: our 2024 report received a full, unqualified opinion from an independent auditor. This is an objective confirmation that our finances are reliable and our operating model complies with the law. Our 2025 report is currently being audited as required. The concept of investing should not be confused with liquidity management mechanisms (Market Making). They are not intended for speculation, but to ensure efficient trading and execution of orders, emphasizes Kral. However, in April a financial liquidity crisis occurred.

According to the financial advisor, the financial statements show that: management knew for three years that the auditor could not confirm the existence of customer assets and he actively looked for ways to get around it. Now the prosecutor's office should determine why. Although this question has probably already been answered by Przemysław Kral, who admitted that he did not receive the private key from Sylwester Suszek.

Read also: The king of cryptocurrencies disappeared with the key to his fortune. The head of Zondacrypto spoke out

Management remuneration

Another interesting piece of information emerges from the analysis of the reports. Management board remuneration increased from PLN 41,000. euro in 2022 to 824 thousand euro in 2024

At that time, as we previously showed, customer funds began to be used (from EUR 19 million to EUR 82.7 million) and unsecured loans were granted.

According to the restructuring advisor, this is not evidence of guilt, but it is a circumstance that in criminal or civil proceedings will be important for assessing whether the management board acted in the interests of clients or in its own interests.

Rescue in your own token

The SG for 2024 also shows that 73 percent operating revenues came from the ZND token, which the exchange itself issued. Without ZND, the operating result would be significantly negative. Annex 18 shows that the exchange used it to pay for advertising, commissions and registration fees. This may mean that its “market value” was partially supported by the exchange's own transactions.

Why is it important from the customers' perspective? — Customers deposited real cryptocurrencies (Bitcoin, Ethereum) on a platform that was kept alive thanks to an asset that it itself controlled and which lost almost all its value. This is structurally different from a stock exchange conducting truly profitable operations, says the restructuring advisor.

Robert Nogacki believes that this is also a thread for investigators to analyze.

What charges can the prosecutor's office analyze?

As Przemysław Nowak, spokesman for PK, told us, the investigation will be conducted in the direction of Art. 284 par. 2 of the Penal Code (appropriation). According to it, who misappropriates movable property entrusted to him, shall be subject to the penalty of imprisonment from three months to five years.

The prosecutor's office may also conduct an investigation under Art. 286 pairs 1 of the Penal Code (fraud). According to it, in order to obtain a financial advantage, causes another person to unfavorably dispose of his or her own or someone else's property by misleading him or her or by taking advantage of an error or inability to properly understand the undertaken action, is subject to imprisonment from six months to eight years.

— The perspective is different here. We are not asking what the stock exchange did with the money later, but what it told customers when it accepted the money. If, at the time of accepting the deposit, the Operator knew that he intended to invest or borrow customer funds – and at the same time presented them with the Regulations assuring him that he was not doing so – this is a classic misrepresentation within the meaning of Art. 286 § 1 of the Penal Code, the client decides to make a payment (unfavorable disposal of property) based on false assurances about the method of storing assets – explains Robert Nogacki.

In his opinion the key question that the prosecutor's office should answer is: when did the operator start investing customer funds?

— The financial statements for 2022 and 2023 already contain the sentence: “the company took advantage of the opportunity to use funds on customer accounts.” If this practice has been going on for years, and the Regulations have ensured throughout this time that the operator does not invest or lend, it is not an incident but a systemic practice, says Nogacki.

He points out that Mrroturatura examines a hypothesis, but one that is not based on speculation, but on official financial statements. Importantly, in such a case it does not matter that Zondacrypto belongs to an Estonian company.

Potential perpetrators and victims are Polish citizens, and the act could potentially have been committed in Poland, provided that the systems were logged in from our country. And the prosecutor's office can efficiently conduct an investigation in such a case, although it will require international cooperation.

Przemysław Kral, president of Zondacrypto and BB Trade Estonia OÜ, does not yet provide answers to key questions in his statements. Kral's assurances that there was no misappropriation of funds do not match the data from the SF and may be crucial in the investigation.