Company registration number 13971261 (England and Wales)
TRADERIVER CAPITAL LIMITED
UNAUDITED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
PAGES FOR FILING WITH REGISTRAR
TRADERIVER CAPITAL LIMITED
CONTENTS
Page
Balance sheet
1
Notes to the financial statements
2 - 6
TRADERIVER CAPITAL LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2023
31 December 2023
- 1 -
2023
2022
Notes
£
£
£
£
Current assets
Debtors
4
11,328,584
13,705,619
Creditors: amounts falling due within one year
5
(10,362,010)
(495,914)
Net current assets
966,574
13,209,705
Creditors: amounts falling due after more than one year
6
-
0
(12,892,825)
Net assets
966,574
316,880
Capital and reserves
Called up share capital
8
1
1
Profit and loss reserves
966,573
316,879
Total equity
966,574
316,880

The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true

For the financial year ended 31 December 2023 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.

The members have not required the company to obtain an audit of its financial statements for the year in question in accordance with section 476.

These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the board of directors and authorised for issue on 9 October 2024 and are signed on its behalf by:
R I Fossett
Director
Company registration number 13971261 (England and Wales)
TRADERIVER CAPITAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 2 -
1
Accounting policies
Company information

TradeRiver Capital Limited is a private company limited by shares incorporated in England and Wales. The registered office is 100 Liverpool Street, London, EC2M 2AT.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

1.2
Going concern

Atruet the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

 

The company is a subsidiary of TradeRiver (UK) Limited, which is controlled by Gemini Fintech Limited. The ultimate controlling party is Noble Investment Group LLC. The parent and ultimate controlling company have demonstrated their commitment to supporting the subsidiary's financial stability. The parent and ultimate parent company provide financial resources, strategic guidance, and access to additional funding if needed. This support enhances the company's ability to meet its financial obligations as they fall due and pursue growth opportunities.

 

As at 14 June 2024, the facility with Varengold Bank AG had expired in accordance with the agreement. In response, the company and its group took further measures to ensure continued operations by designating Teybridge Frontier Receivables DAC as the principal in the transactions while assuming the role of agent. As a result, the loan facility with Varengold Bank AG was repaid after the end of the financial year.

 

The directors have carried out sensitivity analyses and scenario planning to assess the potential risks associated with changes in key assumptions in the financial forecast that could affect the ability to continue as a going concern. However, the directors are confident in the group's ability to address challenges, adapt to changing circumstances and secure the support from the ultimate parent company when required. The directors remain confident in their ability to generate sufficient cashflows from operations, implement cost efficiency measures, and pursue growth opportunities to meet the group's financial obligations. The directors are making ongoing efforts to diversify revenue streams, expand the customer base, and enhance operational efficiencies further to support the sustainability of the business.

1.3
Turnover

Revenue represents amounts receivable for interest, fees and commissions earned from the provision of trade finance, net of rebates, and is accrued at its effective interest rate over the duration of the period from the date that the customer receives the trade finance to the date of expiry of the agreed credit terms. Late payment charges receivable on overdue sales invoices are accrued in accordance with the underlying agreements with customers.

 

When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.

 

Interest income is recognised when it is probable that the economic benefits will flow to the company and the amount of revenue can be measured reliably.

 

TRADERIVER CAPITAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 3 -
1.4
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.5
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 balance sheet 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 debtors 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 receivable within one year are not amortised.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

 

Bad and doubtful debts

The agreement between TradeRiver (UK) Limited, the parent company, and its subsidiary TradeRiver Capital Limited dictates that the parent company assumes responsibility for recognising and managing bad debts relating to trade debtors. In the event that a specific debt is identified, the company assesses the ability to recover the amount from its parent, who is the principal party in an agreement with an issuance provider. If a bad debt is recognised, this amount is reclassified as an amount due from the parent company. This accounting policy for bad debts supports the parent company's role in managing financial risks across the group.

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 creditors, 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 creditors 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 payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

TRADERIVER CAPITAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 4 -
1.6
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.

1.7
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

2
Judgements and key sources of estimation uncertainty

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

 

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.

3
Employees

The average monthly number of persons (including directors) employed by the company during the year was:

2023
2022
Number
Number
Total
3
3
4
Debtors
2023
2022
Amounts falling due within one year:
£
£
Trade debtors
9,836,538
11,379,108
Amounts owed by group undertakings
397,048
224,377
Other debtors
1,094,998
2,102,134
11,328,584
13,705,619

Trade debtors represent amounts due under trade finance payment obligations falling due within one year and are stated as the aggregate of the principal amount and fees charged.

 

As at 31 December 2023, trade debtors include specific bad debt provisions amounting to £397,048 (2022: £224,377). These bad debts are considered to be fully recoverable from its parent company via successful insurance claims made by its parent company. As a result, the amount presented above is disclosed as an amount due from its parent company in accordance with its stated accounting policy.

 

Other debtors amounting to £1,094,998 (2022: £2,102,134) represent the cash equivalent held by Cambridge Mercantile Corp. (UK) Limited, a transfer service provider , which is immediately available to the company.

TRADERIVER CAPITAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 5 -
5
Creditors: amounts falling due within one year
2023
2022
£
£
Bank loans
7
9,490,045
-
0
Other borrowings
7
476,391
-
0
Trade creditors
-
0
21,080
Amounts owed to group undertakings
161,874
126,208
Deferred income
221,616
309,583
Accruals and deferred income
12,084
39,043
10,362,010
495,914
6
Creditors: amounts falling due after more than one year
2023
2022
£
£
Bank loans and overdrafts
-
0
11,454,491
Other creditors
-
0
1,438,334
-
0
12,892,825
7
Loans and overdrafts
2023
2022
£
£
Bank loans
9,490,045
11,454,491
Loans from group undertakings and related parties
476,391
1,438,334
9,966,436
12,892,825
Payable within one year
9,966,436
-
0
Payable after one year
-
0
12,892,825

As at 31 December 2023, bank loans include a loan facility with Varengold Bank AG amounting to £9,490,045 (2022: £11,454,491), which carries an interest rate between 8.34% and 10.19% and commitment fees of 1.5%. The loan is secured by fixed charges over the company's current and future assets and it is also secured by a corporate guarantee from Gemini Fintech Limited. As at 14 June 2024, the facility with Varengold Bank AG had expired in accordance with the agreement, and further details are provided in the subsequent events note.

Loans from group undertakings and related parties represent unsecured loan facilities with the parent company, amounting to £476,391 and bearing interest at a rate of 15% per annum. These facilities are available to the company until 14 June 2024, after which they are repayable to the parent company upon demand.

TRADERIVER CAPITAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 6 -
8
Called up share capital
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary share of £1 each
1
1
1
1

The company has one class of ordinary share which carries full rights in respect of voting, payment of dividends and distributions.

9
Events after the reporting date

As at 14 June 2024, the facility with Varengold Bank AG had expired in accordance with the agreement. In response, the company and its group took further measures to ensure continued operations by designating Teybridge Frontier Receivables DAC as the principal in the transactions while assuming the role of agent. As a result, the loan facility with Varengold Bank AG was repaid after the end of the financial year.

10
Parent company

The company’s parent company is TradeRiver (UK) Limited, a company controlled by Gemini Fintech Limited. The ultimate controlling party is Noble Investment Group LLC.

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