Which loans and related-party dealings did BB Trade Estonia record?

analysisBB Trade Estonia's first annual report, covering 30 September 2019 to 31 December 2020, named LuxBay S.A. of Luxembourg as its parent. In that period the company bought goods and services for EUR 1,300,000 from, and sold services for EUR 2,824,085 to, members of management and owners with significant interests and companies under their control; at 31 December 2020 it had receivables of EUR 6,801,077 from that group, owed it EUR 1,300,000 and had loans of EUR 114,760 and EUR 1,175,696 outstanding (2–3%, in euros and zloty, due 2030). In 2021 it lent EUR 2,700,000 to its new parent company, Divisio Holding AG (2%, due 2041); the 2021 report says the loan was repaid with interest after the balance-sheet date, and the 2022 and 2023 reports show the parent-company receivable at zero at the end of 2022. At the end of 2021 it also had a long-term receivable of EUR 688,390 from legal-entity owners with significant holdings and their companies and owed EUR 1,300,000 to that category, and in 2021 it bought services for EUR 1,728,059 from management, owners and their companies. The reports identify these counterparties only by category. ^{1 2 3 4}

analysisThe 2022 and 2023 reports show the company buying services from legal-entity owners with significant holdings and their companies for EUR 2,656,173 in 2022 and EUR 2,264,154 in 2023, and from management and private owners for EUR 42,819 and EUR 384,491. A loan to the legal-entity owner category stood at EUR 647,051 (2022) and EUR 660,157 (2023); at the end of 2022 the company owed EUR 2,275,612 to management and private owners and their companies and held a long-term receivable of EUR 371,987 from them. The reports name Divisio Holding A.G. as the parent but identify the other counterparties only by category. At 31 December 2024 short-term receivables and prepayments from legal-entity owners and their companies had reached EUR 30,509,787 (2023: EUR 8,339,160), of which EUR 30,451,398 were prepayments made to a related party that the report does not name. In 2024 the group bought services for EUR 5,457,011 from that category and EUR 332,100 from management and private owners, and management remuneration across the group was EUR 815,129 (2023: EUR 168,986). ^{3 4 5}

analysisLoans receivable were EUR 6,559,687 at the end of 2021 and EUR 5,936,522 at the end of 2022. The 2022 report describes them as euro and zloty loans at 2–3% maturing between January and August 2030, partly unsecured and partly granted to related parties; one, with a remaining balance of EUR 2,878,500, was secured by a mortgage valued at EUR 10 million and another, of EUR 334,136 (PLN 1,500,000), by 18 ETH. At the end of 2023 the eight loans, identified only by number, totalled EUR 12,297,900, including Loan 2 of EUR 2,878,500 (2%, due 2041), Loan 6 of EUR 3,441,429 denominated in crypto-assets and Loan 7 of EUR 2,728,068. By the end of 2024 loans receivable had risen to EUR 93,620,229, mostly Laen 6 (EUR 14,448,098) and Laen 7 (EUR 75,016,307, in crypto-assets), both due in 2025; the report, signed in July 2025, states that EUR 58,264 thousand of them had been returned by 28 July 2025 but does not name the borrowers. Claimants' counsel identifies the borrower of those two loans as AdmiTrade OÜ (see the AdmiTrade page). The 2024 report also lists Laen 4, EUR 407,297 at 2% in zloty and due in 2025, and a long-term receivable of the same amount from management and private owners with significant holdings; it does not name the borrower, and the identification of Przemysław Kral as that borrower is made only by a law firm acting for claimants. ^{3 2 4 5 6}

analysisAccording to a law firm acting for claimants in the bankruptcy, which says it read the company's contracts, general ledger and bank statements, EUR 30,451,398 of the EUR 30,509,787 owner-related receivable at the end of 2024 was owed by EXPOFÉR SERVIS HOUSE s.r.o. of Ostrava, which management had described in its 2023 related-party statement as Przemysław Kral's company, and the remaining EUR 58,389 was interest on loans to S.B. Bay FZE, Sylwester Suszek's company in the United Arab Emirates. The firm says the Expofér receivable grew from EUR 8,293,987 to EUR 30,451,398 in 2024 while the exchange bought services from Expofér for EUR 2,046,754 in 2023 and EUR 5,041,151 in 2024. The annual report itself does not name Expofér; the identification is the firm's, from a statement and ledgers that are not in the retained record, and no reply by the persons concerned is recorded. ¹

analysisExpofér also appears in a documented guarantee. Under a contract of 28 December 2020 between UAB ZEN, BB Trade Estonia OÜ and EXPOFÉR SERVIS HOUSE s.r.o. and a further arrangement of 23 September 2022, BB Trade Estonia guaranteed Expofér's obligations up to EUR 567,240 until 31 December 2025 or performance; the 2022 annual report states that the guaranteed obligations were fulfilled in 2022 and no guarantee obligation remained at the end of that year. ^{2 3}

analysisThe largest related-party flows ran to Orion Software sp. z o.o. in Katowice. A law firm acting for claimants in the bankruptcy states that on 2 March 2020 BB Trade Estonia, then represented by Sylwester Suszek, undertook to recapitalise Orion, at the time a private company of Przemysław Kral with PLN 5,000 of capital, by up to PLN 100,000,000 in monthly payments, and that the same day Orion, represented by Kral, undertook to recapitalise Expofér on the same pattern, with Suszek signing for Expofér as its executive; the documents are not in the retained record and no reply by the persons concerned is recorded. BB Trade Estonia's own 2021 report records prepayments under an investment agreement of EUR 5,498,608 in 2020 and EUR 8,923,511 in 2021, shown as EUR 14,422,121 of financial investments, and states that on 22 July 2022 the company acquired 100% of Orion and paid a PLN 1,000,000 capital increase and a PLN 60,636,679 share premium in kind, because it had already made payments under the investment agreement. ^{4 2 3}

analysisThe 2022 annual report states that the July 2022 acquisition was a transaction between related parties and produced a loss of EUR 540,825, recognised in retained earnings of prior periods rather than in the income statement; the reports do not name the seller, while claimants' counsel says the nominal price was EUR 1,052 and that Orion was bought from a related party. The 2024 report carries the Orion holding at EUR 12,975,010 at the end of 2023 and EUR 19,272,407 at the end of 2024, after capital increases during 2024. ^{3 5}

analysisAfter the acquisition, according to the same firm, a loan agreement of 4 August 2022, signed by Kral for BB Trade Estonia, provided for EUR 50,000,000 of unsecured tranches to Orion, each repayable within ten years at 10%, convertible into Orion's capital; an annex of 1 January 2024 cut the rate to 4.6% payable at the end. The firm says the last tranche was paid on 16 March 2026 and the loan account stood at EUR 75,084,120.12, and it puts the bankruptcy estate's total exposure to Orion at about EUR 105 million: EUR 80.6 million of loans with interest and EUR 24.7 million of capital and contributions. It adds that Orion's 2025 statements, unfiled when it wrote, show about PLN 254 million of receivables from Expofér and that Orion, with 47 employees, held the exchange's servers, code and customer database. These are the firm's readings of contracts and ledgers that are not in the retained record, and no reply by the persons concerned is recorded; Orion's own profile page sets out its register record. ^{4 6}

analysisBB Trade Estonia's 2022 cash-flow statement records EUR 792,000 paid for associates, its then 50% interest in ZND Ventures OÜ. According to a law firm acting for claimants in the bankruptcy, an investment agreement of 10 August 2022 with ICEO RED Venture Builder OÜ provided for a jointly owned company financed with EUR 1.5–2 million of interest-free convertible loans; an annex of 24 May 2023 renamed it ZND Ventures OÜ and raised the limit to EUR 4–5 million. The firm says the general ledger shows payments to ZND Ventures of EUR 18,574,553 in total, monthly in 2024 and 2025 and in smaller amounts until 6 March 2026, with conversions to reserve capital of EUR 2,500,000 and EUR 2,414,500 and a remaining balance of EUR 13,660,053. The firm's sources are not in the retained record, and no reply by the persons concerned is recorded. ^{1 2}

analysisThe same firm describes BB Trade Bahamas Ltd (company no. 213148 B, Nassau) as trading under the name "Coin Accepted", providing outsourcing services to the exchange from June 2024 and, from 21 February 2025, renting its infrastructure, software and virtual addresses for 5% of gross profit a month, with its Nassau accounting invoiced to Orion Software. Citing an internal exchange memo, the firm says that between 18 June and 8 September 2025, 400,000 USDT and 4,900,000 USDC were credited "via balance adjustment" to the Bahamian company's technical account, with a note that there was no agreement for this formal loan or investment; the funds were withdrawn to an exchange account, used to buy 18,250,092 ZND tokens that were sold to one user for 997.6 ETH, and part of the ether was sold through AdmiTrade's account at Kraken. Neither the memo nor the contracts are in the retained record, and no reply by the persons concerned is recorded. ^{2 3}

analysisAccording to a law firm acting for claimants in the bankruptcy, S.B. Bay FZE, a free-zone company in Umm Al Quwain whose director and owner was Sylwester Suszek, borrowed EUR 500,000, PLN 495,000 and PLN 200,000 from the exchange operator in July and August 2020 at 2% until 2030, with Suszek signing for both sides and crypto-assets on bitbay.net pledged as security; the firm says management's 2023 related-party statement shows nothing repaid at the end of 2023. The firm also states that the company's accounts at SEBA Bank AG received EUR 1,041,826.22 and PLN 1,323,493.15 in June 2023 from a sender named Sylwester Jan Suszek, about fifteen months after his disappearance, which the company's lawyer described as repayments of four personal loans; it treats the question of who controlled the sending account as an open hypothesis that only prosecutors can resolve. The underlying documents are not in the retained record and no reply by the persons concerned is recorded. ¹

analysisThe 2021 and 2022 reports list a EUR 2,878,500 loan (2%, due 2041) secured by a mortgage over property valued at EUR 10 million, without naming the borrower. A law firm acting for claimants in the bankruptcy identifies it as a EUR 2,910,000 credit line that Suszek signed for the company on 24 May 2021 with a private individual, Jaromira W., for buying real estate, and says that EUR 2,878,500 went to a notary's escrow account in Nice on 2 June 2021 and that it is not known whether the promised mortgage was ever created. The firm's account rests on contracts, a general ledger and bank statements that are not in the retained record, and no reply by the persons concerned is recorded. The firm also describes a "ZND Token Exchange Agreement" concluded for the company by Kral that let her exchange 13,352,871.75 ZND for EUR 7,993,000, exercised on 9 October 2025, the day after a notary issued her a settlement for a property purchase of EUR 7,992,480. In September 2026 prosecutors charged Jaromira W. with, among other things, receiving almost EUR 8 million from the operator's account on 9 October 2025 to buy real estate in France and obtaining a confirmation that a EUR 2.9 million loan had been repaid when it had not; she did not plead guilty and was remanded in custody for three months on 4 September 2026. ^{1 2 3}

analysisAccording to a law firm acting for claimants in the bankruptcy, between 2 and 24 March 2026, in the last weeks before customer withdrawals stopped in early April, fourteen payments totalling EUR 501,037.80 went from the company's accounts to Przemysław Kral's account; the March bank statements also show EUR 105,410.79 of VAT paid, EUR 330,000 transferred to Sygnum Bank on 27 March and EUR 848,163.42 paid to four external recipients. One of the firm's pieces instead describes the fourteen transfers as ordered by the chairman and lists several recipients, and the firm says who ordered and approved them and what they covered is still to be established. The bank statements are not in the retained record and no reply by the persons concerned is recorded. ^{1 2}

analysisCiting the trustee's report, which is not in the retained record, the same firm states that Kral replied to the trustee on 15 June 2026 without information on the composition of the assets or source documents, explaining that the servers, cloud, databases and backups were under the control of the Polish authorities, that part of the information was covered by investigative secrecy and that the accountant held the books. To a further demand he replied on 12 August 2026 with an unaudited management balance sheet for the end of 2025 and a list of the company's accounts from memory; the trustee said he could not confirm any asset beyond the cash on the accounts. ¹