For the financial year ended 31 December 2024 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

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.

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.

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

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

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

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, modified to include certain financial instruments at fair value. The principal accounting policies adopted are set out below.

The company has taken advantage of the exemption under section 399 of the Companies Act 2006 not to prepare consolidated accounts, on the basis that the group of which this is the parent qualifies as a small group. The financial statements present information about the company as an individual entity and not about its group.

As at 31 December 2024, the company had net liabilities of £6,030,076 (2023: £5,361,455).true

The company and its subsidiary TradeRiver Capital Limited is controlled by Gemini Fintech Limited. The ultimate controlling party is Noble Investment Group LLC. The parent and ultimate controlling company have both demonstrated their commitment to supporting TradeRiver (UK) Limited and TradeRiver Capital Limited's financial stability. The parent and ultimate parent company provide financial resources, strategic guidance, and access to additional funding if needed. This support both enhances the company's ability to meet its financial obligations as they fall due and also to 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 wider group undertook measures to ensure the continuity of group's operations by refinancing with Teybridge Capital (Europe) Ltd. During the year, the loan book was transferred to TradeRiver (UK) Limited as part of this refinance.

The positive outcome arising from the re-organisation of the group's facility has given the directors reasonable expectation that the company has adequate resources to continue operational existence for the foreseeable future at the time of approving the financial statements. The directors are satisfied with current business volume and opportunities available to the company and its subsidiary. Additionally, the prevailing market and economic factors appear to be favourable for the company, further strengthening the company's prospects for the future. Recognising the importance of financial stability and growth, the directors prioritise maintaining robust relationships with lenders and suppliers through the ongoing support of the parent and ultimate controlling parent. By taking a proactive approach and nurturing these positive relationships, the group aims to maintain its operations and to act upon potential business ventures for its long-term success.

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.

Turnover is recognised at the fair value of the consideration received or receivable for services provided in the normal course of business. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

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. Interest income is accrued on a time basis, by reference to the principal outstanding and the effective interest rate applicable.

Insurance income, bad and doubtful debt provisions:

Insurance income has been derived from claims received by the company both in respect of its own doubtful or unrecoverable trade debtors and on behalf of its subsidiary, TradeRiver Capital Limited.

Under the agreement between TradeRiver (UK) Limited and its subsidiary, TradeRiver Capital Limited, TradeRiver (UK) Limited assumes the responsibility for recognising and managing bad debts and making insurance claims. If a specific debt is deemed a default, the company assesses its recoverability from the insurance company. Defaulted loans are written off in the company's financial statements, and the corresponding insurance claim is recognised. Subsequently, this amount is reclassified as an amount owed to group undertakings in creditors. This accounting policy for bad debts supports the company's role in managing financial risk across the group.

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Software development costs are recognised as an intangible asset when all of the following criteria are demonstrated:

• Technical feasibility of completing the software so that it will be available for use or sale.

• The intention to complete the software and use or sell it.

• The ability to use the software or to sell it.

• How the software will generate probable future economic benefits.

• The availability of adequate technical, financial and other resources to complete the development and to use or sell the software.

• The ability to measure reliably the expenditure attributable to the software during its development.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

If there is an indication that there has been a significant change in amortisation rate or residual value of an asset, the amortisation of that asset is revised prospectively to reflect the new expectations.

Plant and equipment are initially measured at cost and subsequently measured at cost, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost of assets less their residual values over their useful lives on the following bases:

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

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. If any bank overdrafts occur, they will be recognised and presented separately within borrowings in current liabilities.

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, 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.

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, 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.

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.

The tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.

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.

Research and Development expenditure

Expenditure on pure and applied research is charged to the profit and loss account in the year in which it is incurred.

Development costs for the company’s underlying platform are also charged to the profit and loss in the year of expenditure, unless individual projects satisfy all of the following criteria:

• the project is clearly defined, and related expenditure is separately identifiable;

• the project is technically feasible and commercially viable;

• current and future costs are expected to be exceeded by future sales; and

• adequate resources exist for the project to be completed.

In such circumstances, the development costs are capitalised as intangible assets and amortised over a period of 5 years from the date of expenditure.

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.

These financial statements contain the following significant judgements or estimates:

Intercompany loan at non-market rates:

The intercompany loan is considered a financing transaction, necessitating initial measurement at the present value of future payments, including interest payments and repayment of principal amounts. Future cash flows are discounted at a market interest rate similar to a comparable debt instrument, with an adjustment made for transaction costs. Determining the market rate involves management's judgment, considering available information and prevailing market conditions. In preparing the financial statements, management has set an interest rate of 2% for discounting purposes based on their assessment. This approach ensures that the intercompany loan is recognised at its fair value, adhering to the company's accounting policies and to applicable accounting standards.

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

Development costs capitalised during the year relate to the enhancement of and rolling upgrade of the TradeRiver platform and its peripherals. The directors consider that, as the expenditure is intended to generate long term economic benefits, the policy of capitalising the expenditure as intangible fixed assets and amortising over their useful economic lives is appropriate.

During the year, Traderiver Capital Ltd transferred its loan book to TradeRiver (UK) Ltd as part of the refinance with Teybridge Capital, resulting in a material rise in trade debtors to £7,995,162 (2023: £1,877,313), with a corresponding increase in other borrowings.

Other debtors, amounting to £83,198 (2023: £97,323), include an amount of £53,637 (2023: £97,323), which is represented by cash equivalents held by a transfer service provider, Cambridge Mercantile Corp. (UK) Limited, immediately available to the company.

As at 31 December 2024, prepayments and accrued income include an amount of £13,549 (2023: £187,195) relating to accrued income receivable from insurance claims under the contract.

Amounts owed by group undertakings comprise of amounts due from the subsidiary and parent company for both expenses paid on their behalf, as well as funds received retained in the group companies and owed back to Traderiver (UK) Ltd. In the prior year, amounts totalling £678,954 comprised of unsecured loan facilities to the subsidiary, bearing interest at a rate of 15% per annum. These facilities were available until 14 June 2024, after which point they became repayable on demand.

As at 31 December 2024 other borrowings included loans from the parent undertaking amounted to £3,657,100 (2023: £3,584,745), representing a long-term loan from Gemini Fintech Limited. Upon recognition, the original loan of £5,181,475 was discounted by £1,707,072 to reflect its fair value, using a 2% interest rate. During the year, the company incurred interest of £72,356 (2023: £70,924) on this loan. The total interest charged from inception to 31 December 2024 was £182,697 (2023: £110,341) and the remaining discounted amount of £1,524,375 (2023: £1,596,731) is presented as a capital contribution from the parent company in these financial statements.

In addition, as at 31 December 2024, other borrowings included loans from related parties amounting to £2,539,342 (2023: £2,297,907). This balance represents a facility with TradeRiver USA Inc., a company under common control, together with accrued interest as at 31 December 2024. The loan bears interest at a rate of 5% per annum.

Bank loans amounting to £15,000 (2023: £24,167) comprise of a Bounce Back Loan Scheme.

Other loans amounting to £6,318,803 (2023: £1,710,409) comprise of a loan facility with Teybridge Frontier Receivables DAC. This loan bears an interest rate of 13.8% per annum. During the year, the loan book from Traderiver Capital Ltd was transferred to Traderiver (UK) Ltd as part of a refinance with Teybridge Capital (Europe) Ltd.

The shareholders of the ordinary shares are entitled to receive payment of a dividend. The holders of the ordinary shares are entitled also to receive notice of and to attend and speak at a general meeting of the company.

The shareholders of the A ordinary shares are entitled to receive payment of a dividend. The holders of the A ordinary shares are not entitled to receive notice of and to attend and speak at a general meeting of the company.

During the year ended 31 December 2024, the company, together with its parent, Gemini Fintech Limited, acted as guarantor for its subsidiary, TradeRiver Capital Limited, in respect of a loan facility with Varengold Bank AG. The facility expired in accordance with the terms of the agreement on 14 June 2024, and the loan was subsequently repaid. The related charges were formally satisfied on 7 November 2024.

On 12 February 2025, TradeRiver (UK) Limited registered a fixed and floating charge in favour of Teybridge Capital (Europe) Limited over its short-term, long-term and contingent assets.

The company is controlled by Gemini Fintech Limited and the ultimate controlling party is Noble Investment Group LLC.

During the year ended 31 December 2024, management charges levied by TradeRiver WLL, a company controlled by R Fossett, amounted to £128,501 (2023: £128,996).

During the year ended 31 December 2024, management charges levied by LT Trade Advisory, a company controlled by L Taylor, amounted to £30,000 (2023: £Nil).