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Registered number:
FOR THE YEAR ENDED 31 DECEMBER 2024
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FRONTERA CAPITAL LIMITED
COMPANY INFORMATION
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FRONTERA CAPITAL LIMITED
CONTENTS
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FRONTERA CAPITAL LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
The director presents his strategic report for the year ended 31st December 2024.
In October 2016, Frontera Capital Group (FCG) decided to expand its infrastructure by incorporating a new entity in Abu Dhabi Global Markets (ADGM), Frontera Capital Group Limited (FCGL). FCGL is now regulated by ADGM’s Financial Services Regulatory Authority (FSRA). FCGL’s regulator required a division of the origination and marketing functions within FCGL and this requirement was addressed by positioning arranging deals in investments by way of marketing activities in Frontera Capital Limited (FCL).
Turnover in the year was £180,000 with an increase from 2023 (£50,000). Operating expenses increased in 2024 from £54,874 to £246,194, resulting in a net loss for the year of £46,617. The balance sheet net current assets of FCL decreased from £172,266 in 2023 to £125,649 in 2024. It is expected that the revenue generation capacity of FCL will increase during 2025, after 4 years of static performance. This increase is expected to be driven from an increase in transactions and a drive to diversify the client base by marketing to new clients.
Business Risk
There are systemic risks faced by investment banking companies focused in frontier markets as well as idiosyncratic ones, primarily driven by the division of responsibilities within Frontera Capital between Frontera Capital Limited and Frontera Capital Group Limited. Systemic Risk Systemic risks would include a general economic slowdown or “flight to quality” of investment away from more risky markets like frontier markets and towards more stable developed markets in Europe and the U.S. The outlook for frontier markets is positive for 2022 due to the low interest rates observed in stable developed markets. However, due to recent inflation concerns and rate hikes from various central banks, investors are more reserved with regards to new investing. The COVID-19 pandemic did not negatively impact the business and revenue growth is expected in 2025. Our investors still demand high returns from frontier markets and we also have a strong pipeline of deals ready to be marketed. As far as idiosyncratic risks are concerned, Frontera Capital Limited (FCL) has not yet been able to secure large enough mandates (beyond USD 150 million) that would require a significant marketing or syndication effort, which has limited the role of a pure transaction marketing company such as Frontera Capital Limited. Loss of key personnel in other group companies could be a risk, but the key members of the senior management team have been working together for a long time and will likely continue to do so. Liquidity Risk Liquidity levels at FCL are high, with 95% of total assets in cash in the bank accounts of the company. Additionally, other FCG entities have significant liquidity that can be used to support FCL should the minimum capital levels set by the FCA become low. Credit Risk The company has limited credit risk as sales invoices are usually paid within agreed payment terms and there have been no bad debts in the last five years. Additionally, in the highly unlikely event that customers did default, the capital levels of FCL would be able to absorb this loss. And again, other FCG entities have significant liquidity that can be used to support FCL should the minimum capital levels set by the FCA become low.
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FRONTERA CAPITAL LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
Market and Interest Rate Risk FCL is exposed to minimal market and interest rate risk, as liabilities on its balance sheet represent less than 20% of total assets, are denominated in GBP and do not have a corresponding interest rate charge against them should they not be paid on time. The limited market risk that FCL is exposed to would be the appreciation or depreciation in the exchange rate of USD against GBP as 5% of its liquid assets are held in USD. Operational Risk The risk of loss to FCL from failed internal processes or systems is low, as there are sufficient controls around the accounting, approval and execution of expenses, which represents almost all of the flows in and out of FCL. Regulatory Risk The FCA has proven itself to be a stable and consistent regulator, adopting international norms in prudential regulation and vetting regulations with the public before promulgating most new regulation. Therefore, there is only a limited risk that the FCA would implement regulatory changes that would have a significant impact on FCL’s business. Additionally, given the small scale of operations in FCL relative to operations in other markets, any regulatory changes that would have a negative impact would not likely impact the broader Frontera Capital enterprise and thus is again not a significant concern for the Frontera group.
Income of £180,000 was achieved in the year. Some marketing effort has returned to the U.K. at the end of 2024 as FCL ramps up its European marketing efforts. Compliance with Regulatory Norms: achieved target of 100% compliant and 2024 expectations are to be 100% compliant in the UK.
Minimum Cash Balance: a balance of £124,968 (target > £100,000).
Frontera Capital Limited’s central tenet is that where hard currency asset valuations are far more stretched than those denominated in local currencies, the latter should continue to attract investor risk appetite. This is likely to be more apparent with respect to frontier and emerging debt markets, especially for those able to offer strong cyclical growth and other attractive credit metrics – such as smaller external funding needs, lower government budget deficits, stabilizing national debt levels and economic diversification strategies – as well as sizeable term premia.
In fixed income terminology, FCL’s view is that this is likely to be best captured in four switches: (1) from lower yielding hard currency to higher yielding local currency assets; (2) from lower yielding short term to higher yielding long term duration; (3) from more richly valued established emerging markets to less valued frontier market assets and (4) from lower yielding sovereign assets to higher yielding sub-sovereign and corporate assets.
The director works closely with key personnel within the group to ensure key decisions taken are to the benefit of the company’s parent company and wider group. The director maintains a good relationship with the company’s customer and appoints personnel with appropriate skills to deal with legal and regulatory matters to safeguard the company’s reputation.
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FRONTERA CAPITAL LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
This report was approved by the board and signed on its behalf.
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FRONTERA CAPITAL LIMITED
DIRECTOR'S REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
The director presents his report and the financial statements for the year ended 31 December 2024.
The loss for the year, after taxation, amounted to £75,785 (2023 - loss £3,947).
No ordinary dividends were paid. The director does not recommend payment of a final dividend. No preference dividends were paid.
The director who served during the year was:
The director is responsible for preparing the strategic report, the director's report and the financial statements in accordance with applicable law and regulations.
In preparing these financial statements, the director is required to:
∙select suitable accounting policies for the Company's financial statements and then apply them consistently;
∙make judgments and accounting estimates that are reasonable and prudent;
∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.
The director is responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable him to ensure that the financial statements comply with the Companies Act 2006. He is also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The director is in regular contact with the company’s clients and business partners to maintain the good relationships which has been built over a number of years. The director has appointed personnel with appropriate skills to deal with legal and regulatory matters to safeguard the company’s reputation.
The Company has consumed less than 40MWh during the year and therefore is considered a low energy user. Energy and carbon information is not disclosed for that reason.
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FRONTERA CAPITAL LIMITED
DIRECTOR'S REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
As permitted by s414c(11) of the Companies Act 2006, the director has elected to disclose information, required to be in the directors' report by Schedule 7 of the 'Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008', in the strategic report.
The auditor, Blick Rothenberg Audit LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board and signed on its behalf.
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FRONTERA CAPITAL LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF FRONTERA CAPITAL LIMITED
FOR THE YEAR ENDED 31 DECEMBER 2024
We have audited the financial statements of Frontera Capital Limited (the 'Company') for the year ended 31 December 2024, which comprise the profit and loss account, the balance sheet, the statement of cash flows, the statement of changes in equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
In auditing the financial statements, we have concluded that the director's use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the director with respect to going concern are described in the relevant sections of this report.
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FRONTERA CAPITAL LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF FRONTERA CAPITAL LIMITED (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
The other information comprises the information included in the Annual Report other than the financial statements and our auditor's report thereon. The director is responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the strategic report and the director's report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the strategic report and the director's report have been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the director's report.
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FRONTERA CAPITAL LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF FRONTERA CAPITAL LIMITED (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
We identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and then design and perform audit procedures responsive to those risks, including obtaining audit evidence that is sufficient and appropriate to provide a basis for our opinion.
In identifying and assessing risks of material misstatement in respect of irregularities, including fraud, and non- compliance with laws and regulations, our procedures included the following: enquiring of management concerning the Company’s policies with regards identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of non-compliance; enquiring of management concerning the Company’s policies for detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud; enquiring of management concerning the Company’s policies in relation to the internal controls established to mitigate risks related to fraud or non-compliance with laws and regulations; discussing among the engagement team where fraud might occur in the financial statements and any potential indicators of fraud; and obtaining an understanding of the legal and regulatory framework that the Company operates in and focusing on those laws and regulations that had a direct effect on the financial statements or that had a fundamental effect on the operations of the Company. The key laws and regulations we considered in this context included the UK Companies Act 2006, the Financial Services and Markets Act 2000 and applicable tax legislation. One particular focus area was the risk of fraud through management override of controls. Our procedures to respond to risks identified included the following: performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud; reviewing the bank statements of the Company for evidence of any large or unusual activity which may be indicative of fraud; enquiring of management in relation to any potential litigation and claims; and testing the appropriateness of journal entries and other adjustments.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.
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FRONTERA CAPITAL LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF FRONTERA CAPITAL LIMITED (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
for and on behalf of
Chartered Accountants
Statutory Auditor
16 Great Queen Street
Covent Garden
WC2B 5AH
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FRONTERA CAPITAL LIMITED
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2024
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FRONTERA CAPITAL LIMITED
BALANCE SHEET
AS AT 31 DECEMBER 2024
The financial statements were approved and authorised for issue by the board and were signed on its behalf on
The notes on pages 14 to 22 form part of these financial statements.
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FRONTERA CAPITAL LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
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FRONTERA CAPITAL LIMITED
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2024
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FRONTERA CAPITAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Frontera Capital Limited (the "Company") is a private company limited by shares incorporated in England and Wales. The registered office and principal place of business is 4th Floor, C/O Trustmoore (UK) Ltd, 120 Pall Mall, London, United Kingdom, SW1Y 5EA.
The principal activity of the Company continued to be the provision of structured financial services. The financial statements are presented in Sterling (GBP).
2.Accounting policies
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3).
The following principal accounting policies have been applied:
After making enquiries, the director has a reasonable expectation that the company has adequate resources to continue in operational existence and meet its liabilities as they fall due for the foreseeable future, being a period of at least twelve months from the date these financial statements were approved. Accordingly, he continues to adopt the going concern basis in preparing the financial statements.
Functional and presentation currency
Transactions and balances
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FRONTERA CAPITAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
Revenue relates to success and marketing fees and other income which is recognised in the period in which the services are provided. Provisions are charged as an expense to profit or loss in the year that the Company becomes aware of the obligation, and are measured at the best estimate at the balance sheet date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties. When payments are eventually made, they are charged to the provision carried in the balance sheet.
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FRONTERA CAPITAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
Financial assets and financial liabilities are recognised when the company becomes party to the contractual provisions of the instrument. 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. The company’s policies for its major classes of financial assets and financial liabilities are set out below. Financial assets Basic financial assets, including trade and other debtors, cash and bank balances, intercompany working capital balances, and intercompany financing are initially recognised at transaction price, 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 for a similar debt instrument. Financing transactions are those in which payment is deferred beyond normal business terms or is financed at a rate of interest that is not a market rate. Such assets are subsequently carried at amortised cost using the effective interest method, less any impairment. Financial liabilities Basic financial liabilities, including trade and other creditors 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 for a similar debt instrument. Financing transactions are those in which payment is deferred beyond normal business terms or is financed at a rate of interest that is not a market rate. Debt instruments are subsequently carried at amortised cost, using the effective interest rate method. Impairment of financial assets Financial assets measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the profit and loss account. For financial assets measured at cost less impairment, the impairment loss is measured as the difference between the asset's carrying amount and the best estimate of the amount the company would receive for the asset if it were to be sold at the reporting date. For financial assets measured at amortised cost, the impairment loss is measured as the difference between the asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If the financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract. If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
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FRONTERA CAPITAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
Derecognition of financial assets and financial liabilities Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled, or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party or (c) despite having retained some significant risks and rewards of ownership, control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions. Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires. Offsetting of financial assets and financial liabilities Financial assets and liabilities are offset and the net amount reported in the balance sheet when there is an 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. 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. The company's main accounting estimate is the level of accrued income for which provision is only made if the revenue recognition criteria have been met. No such provisions were required in 2024 or 2023.
The whole of the turnover is attributable to the provision of group services.
All turnover arose from activities with the parent company based in the United Arab Emirates.
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FRONTERA CAPITAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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FRONTERA CAPITAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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FRONTERA CAPITAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
8.Debtors (continued)
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FRONTERA CAPITAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Profit and loss account
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FRONTERA CAPITAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Post year-end during March 2025, Frontera Capital Limited signed an agreement with Frontera Capital Group Limited whereby the staff loan receivable was assigned to Frontera Capital Group Limited. The resultant impact meant that the related party loan would therefore in effect be fully paid when the agreement was signed.
The parent undertaking is Frontera Capital Group Limited which is incorporated in the United Arab Emirates. The ultimate controlling party is Vicente Pons. Consolidated financial statements are not produced by the parent company.
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