The directors present the strategic report for the year ended 31 March 2025.
TradeBridge is an embedded finance innovator addressing the funding shortfall faced by high-quality SMEs.
TradeBridge believes that SMEs are a deep community of entrepreneurs capable of shaping the future of our economies. We believe that SMEs can play an essential positive economic role within their communities.
Our mission is to give entrepreneurial SME leaders the freedom to seize their moment, by providing an impactful source of additional funding.
In pursuit of this mission TradeBridge has become the leader in embedded finance: over a decade of technology innovation, we have deployed billions of pounds to support the growth of thousands of our SME customers in our core markets of the UK, EU and Australia.
TradeBridge: an embedded finance pioneer.
TradeBridge designs, builds and delivers embedded finance solutions across several core ecosystems:
Embedded within the UK’s NHS ecosystem, we support hundreds of community pharmacies and dental practices.
Embedded within eCommerce marketplace ecosystems, we support hundreds of online retailers.
Embedded within the Australian Pharmaceutical Benefit Scheme (“PBS”), we support community pharmacies across Australia.
Embedded within the UK government’s Energy Company Obligation (‘ECO’) program, we support SME installers to deliver energy saving measures into homes out across the UK.
TradeBridge builds digital pipelines to carry a continuous flow of customer-related data into the TradeBridge technology platform. The data are transformed algorithmically to optimise lending decisions.
TradeBridge’s embedded finance technology offers clients revolving working capital facilities that:
employ intelligent, multi-source credit risk profiling, to assess accurately their whole business;
enable fast decision-making and onboarding processes;
provide a significant quantum of additional funding;
deliver a consumer grade interaction via the TradeBridge app.
Testament to our leadership in the embedded finance space, TradeBridge was selected as an Amazon funding partner with the program going live for UK Amazon sellers in February 2025.
Business results
The 2024/25 financial year was a year of progress across our key performance indicators. The priority of the leadership team was to continue to build on the improvements of the prior year in each of our three strategic themes:
“A growing TradeBridge”
Deliver continued strong growth without compromising quality of earnings.
“A scalable TradeBridge”
Prove the scalability of the technology platform and continue investing in embedded finance innovation to deepen our business moat.
“A profitable TradeBridge”
Deliver sustainable, increasing profits and improving Return on Equity.
A Growing TradeBridge
Revenue grew by 11% year-on-year, to £22.8m. This is a reduced acceleration in revenue growth rate against the prior year (+72%). Management is confident that the addressable markets and the demand for TradeBridge embedded finance solutions are very large. Robust growth rates are sustainable for at least the next 5 years.
Management considers the Cost of Risk to be a good proxy of the quality of the portfolio. The Cost of Risk, defined as credit losses as a % of average client Funds in Use, includes all non-performing elements of the portfolio. This year, our Cost of Risk was <1%, which is pleasing in the context of a period which saw sluggish macroeconomic output.
| FY24/25 | FY23/24 |
YoY Funds in Use Growth Rate | +14% | +30% |
Cost of Risk | 0.81% | 0.95% |
A Scalable TradeBridge
TradeBridge’s technology stack is maturing and continues to drive important efficiencies. Investment in our technology platform delivered significant productivity gains across our 3 core technology pillars:
Data capture and algorithmic underwriting;
Secure payment collection infrastructure;
User experience.
We measure scalability by assessing our overheads against the number of clients we serve and the Funds in Use per employee. Both metrics show strong improvement.
| FY24/25 | FY23/24 | YoY efficiency improvement |
Overheads / no. of clients | £10,451 | £10,979 | +5% |
Funds in Use / employee number | £3.36m | £3.18m | +6% |
A Profitable TradeBridge
Management uses an Adjusted EBITDA metric to measure company profitability. Adjusted EBITDA is calculated as EBITDA, with interest costs to banks and credit funds added back.
Management also pays close attention to Return on Adjusted Equity, for which it uses a proxy measure to include all the capital employed (excluding the funding provided by banks and credit funds).
The board is pleased to report a strong performance in both metrics.
| FY24/25 | FY23/24 |
Adjusted EBITDA | £4,692,019 | £4,551,893 |
Return on Adjusted Equity | 14.2% | 15.1% |
Looking to the future
The Directors expect the profitable growth seen in previous years to continue into 2025/26 with demand for embedded finance remaining robust, as more and more economic sectors discover the relevance of embedded finance solutions to their industries.
For 2025/6 a primary focus of the team will be on expanding our ecosystem portfolio, targeting both the expansion of our existing ecosystems to new geographies and rolling out programmes in new ecosystems that meet our strict criteria.
In particular TradeBridge anticipates strong growth via our Amazon partnership.
Financial services is a competitive sector and there are a number of risks and uncertainties which could have an impact on the group's performance and could cause future results to differ substantially from historical performance. The principal risks for our group include the following:
Credit risk
All underwriting is on an ‘unlikely to fail’ basis. All credit limit setting protocols and modalities must be approved by the group's Credit Committee prior to contract signing. Facilities are dynamic: TradeBridge deploys active monitoring systems across its product portfolio areas and take action to reduce exposures where necessary.
Liquidity risk
The group finances its portfolio via senior and mezzanine debt facilities from major European Banks and reputable global credit funds.
In April 2025, the group added a new facility with the UK’s largest banking group to support its e-Commerce marketplace programs bringing its combined funding commitments to over £450 million. The group maintains sufficient headroom in these funding lines to meet its current and projected funding needs.
The group is profitable and continues to enjoy the support of its shareholders.
Interest rate risk
All client funding programmes entered by the group are discretionary and include appropriate mechanisms to adjust customer pricing in the event of interest rate movements. The company does not take material interest rate risk.
Foreign exchange risk
The group is not materially exposed to risk with respect to movement in foreign exchange rates. All payments made to suppliers in foreign currency are backed by discrete funding lines in those currencies (AUD, EUR and USD).
The directors were pleased to publish the Tradebridge ESG Programme during the year which recognises our continued commitment to play an active role in taking urgent action to address the challenges facing our environment and to reflect our commitment to working for a fairer and more just society.
As a team we have chosen to focus on making a positive impact within our local communities, across our four priority themes below.
Governance
Planet
People
Prosperity
We are inspired by the generosity and energy of the TradeBridge team’s engagement. This year, we dedicated time and resources to:
Engaging as a team in local community-based initiatives that address our priority themes.
Formally including ESG criteria in our funding decision-making process.
Expanding our SME funding into ecosystems which, at their core, positively impact on one of four priority areas.
Reporting on our ESG outcomes to stakeholders annually.
Our full ESG policy is available at www.tradebridge.com/esg_policy
On behalf of the board
The directors present their annual report and financial statements for the year ended 31 March 2025.
The results for the year are set out on page 10.
No ordinary dividends were paid. The directors do not recommend payment of a dividend.
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
The group continued to invest in the development of its technology platform and internal systems during the year. Activity focused on enhancing automation, data capabilities and customer-facing tools to support ongoing product and service improvements.
On 12 August 2025 the company changed its name from Woodsford Tradebridge Ltd to Tradebridge Financial Technologies Limited, by way of a special resolution.
The group continues to both enjoy the support of its key funders and shareholders. The group is profitable, has a robust balance sheet and diverse book of contracts with customers across different geographic areas and industries.
Consequently, these financial statements have been prepared on a going concern basis.
The auditor, Cottons Accountants LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.
This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.
We have audited the financial statements of Tradebridge Financial Technologies Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 March 2025 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including 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).
Basis for opinion
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' 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 group's and parent 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 directors with respect to going concern are described in the relevant sections of this report.
Other information
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
The information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
The strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:
the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;
we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the industry;
we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, taxation legislation, anti-bribery, employment, environmental and health and safety legislation;
we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and
identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.
We assessed the susceptibility of the company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:
making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of factual, suspected and alleged fraud;
considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations; and
maintaining professional skepticism throughout the audit.
To address the risk of fraud through management bias and override of controls, we:
performed analytical procedures to identify any unusual or unexpected relationships;
tested journal entries to identify unusual transactions;
assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and
investigated the rationale behind significant or unusual transactions.
In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:
agreeing financial statement disclosures to underlying supporting documentation;
enquiring of management as to actual and potential litigation and claims; and
reviewing correspondence with HMRC.
There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.
Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
Use of our report
This report is made solely to the parent 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 parent 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 parent company and the parent company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
The notes on pages 17 to 39 form part of these financial statements.
The notes on pages 17 to 39 form part of these financial statements.
The notes on pages 17 to 39 form part of these financial statements.
As permitted by section 408 of the Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £825,170 (2024 - £520,335 loss).
These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.
The notes on pages 17 to 39 form part of these financial statements.
The notes on pages 17 to 39 form part of these financial statements.
The notes on pages 17 to 39 form part of these financial statements.
Tradebridge Financial Technologies Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 8 Bloomsbury Street, London, WC1B 3SR.
The group consists of Tradebridge Financial Technologies Limited and all of its subsidiaries.
On 12 August 2025 the company changed its name from Woodsford Tradebridge Limited to Tradebridge Financial Technologies Limited, by way of a special resolution.
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.
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.
The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:
Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;
Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;
Section 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;
Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.
The consolidated group financial statements consist of the financial statements of the parent company Tradebridge Financial Technologies Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.
All financial statements are made up to 31 March 2025. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.
All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.
Entities in which the group holds an interest and which are jointly controlled by the group and one or more other venturers under a contractual arrangement are treated as joint ventures. Entities other than subsidiary undertakings or joint ventures, in which the group has a participating interest and over whose operating and financial policies the group exercises a significant influence, are treated as associates.
Investments in joint ventures and associates are carried in the group balance sheet at cost plus post-acquisition changes in the group’s share of the net assets of the entity, less any impairment in value. The carrying values of investments in joint ventures and associates include acquired goodwill.
If the group’s share of losses in a joint venture or associate equals or exceeds its investment in the joint venture or associate, the group does not recognise further losses unless it has incurred obligations to do so or has made payments on behalf of the joint venture or associate.
Unrealised gains arising from transactions with joint ventures and associates are eliminated to the extent of the group’s interest in the entity.
The directors have prepared the financial statements on a going concern basis following assessment of the group’s financial position, cash flow forecasts and funding arrangements over a period of at least 12 months from the date of approval of these financial statements. In reaching this conclusion, the directors have considered the group’s strengthening balance sheet, sustained improvement across key performance metrics, and the significant headroom available under its core funding facilities. These include securitised lending vehicles with covenant compliance comfortably maintained throughout the forecast period. The directors have also considered the continued financial backing and assurance of support from shareholders and related parties, should it be required.
On this basis, the directors have a reasonable expectation that the group will have adequate resources to continue in operational existence for the foreseeable future and accordingly continue to adopt the going concern basis in preparing the financial statements.
Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes.
The company recognises revenue when:
the amount of revenue can be reliably measured;
It is probable that future economic benefits will flow to the entity;
And specific criteria have been met for each of the company's activities.
Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.
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 recognised in the profit and loss account.
Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.
In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.
A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.
Investments in associates are initially recognised at the transaction price (including transaction costs) and are subsequently adjusted to reflect the group’s share of the profit or loss, other comprehensive income and equity of the associate using the equity method. Any difference between the cost of acquisition and the share of the fair value of the net identifiable assets of the associate on acquisition is recognised as goodwill. Any unamortised balance of goodwill is included in the carrying value of the investment in associates.
Losses in excess of the carrying amount of an investment in an associate are recorded as a provision only when the company has incurred legal or constructive obligations or has made payments on behalf of the associate.
In the parent company financial statements, investments in associates are accounted for at cost less impairment.
Entities in which the group has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.
At each reporting period end date, the group 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.
The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.
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.
The group 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 group's balance sheet when the group becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset and 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.
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at a market interest rate. The impairment loss is recognised in profit or loss.
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.
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group 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.
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 group 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.
Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.
Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.
Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the Profit and Loss Account over the period of the relevant borrowing.
Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.
Borrowings are classified as current liabilities unless the company has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.
Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.
Equity instruments issued by the group are recorded as 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 group.
Derivatives are initially recognised at fair value at the date a derivative contract is entered into and are subsequently remeasured to fair value at each reporting end date. The resulting gain or loss is recognised in profit or loss immediately unless the derivative is designated and effective as a hedging instrument, in which event the timing of the recognition in profit or loss depends on the nature of the hedge relationship.
A derivative with a positive fair value is recognised as a financial asset, whereas a derivative with a negative fair value is recognised as a financial liability.
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 group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
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 leased 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.
In the application of the group’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.
The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements:
Included in current derivative instruments is a warrant instrument. The directors have concluded that these warrants should be classified as complex financial instruments and measured at fair value, on the basis they are not considered to meet the fixed-for-fixed criteria of section 11 of FRS102. As such, they are recognised in current liabilities as opposed to equity.
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows:
The financial instruments included in non-current other debtors have various elements which affect fair value. This is based on future profits which adjust the fair value of the loan notes. Significant judgements and estimates have been made by the directors on the future profits which are attributable to these financial instruments.
Included in current derivative instruments is a warrant instrument. The directors have concluded that these warrants should be classified as complex financial instruments and measured at fair value. There are various elements which affect the instrument's fair value, such as the fair value of the business, and exercise date. Significant estimates have therefore been made by the directors in order to determine an appropriate fair value of the instrument.
The average monthly number of persons (including directors) employed by the group and company during the year was:
Their aggregate remuneration comprised:
The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 3 (2024 - 2).
The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:
Details of the company's subsidiaries at 31 March 2025 are as follows:
Subsequent to the year end, WTB SPV No 4 Limited was dissolved on 2 September 2025.
Share warrants
Included within creditors due within one year, under derivative financial instruments, is a warrant instrument held at fair value of £125,000.
The warrant instrument allows the holder to subscribe to 5% of the post dilution share capital of the company at a set subscription price which is variable based on the date of exercise. The exercise price is £1.5m in Year One, £2.0m in Year Two and £2.5m in Year Three. The instrument expires on 25th January 2026.
Other debtors due more than one year represent loan notes subscribed in WTB IT SPV1 S.r.l which are held at fair value. The loan notes mature in December 2031 and there are no fixed repayment periods. Interest income of £600,450 (2024: £699,593) has been recognised in the profit and loss at the rate of 8% per annum.
There was a fair value uplift of £185,935 (2024: £208,115) in the year, resulting in a total loan note value of £5,902,280 (2024: £7,735,119). The loan notes carrying value would be £5,530,410 (2024: £6,772,940) had there been no revaluation.
The fair value was obtained by calculating the net present value of estimated future cash flows, using a discount rate of 8%. It was assumed that cash flows relating to future profits in WTB IT SPV1 S.r.l would be extracted upon maturity of the loan notes, due to there being no fixed repayment periods.
Subsequent to the year end, these loan notes were disposed at par.
Bank loans repayable in more than one year include senior variable loan notes issued to AGF WHCO 1-A5 Designated Activity Company of £96,725,952 (2024: £75,900,000) which are held at amortised cost. There was an interest expense of £6,275,163 (2024: £4,877,611) recognised in the profit and loss account during the year. This interest expense was recognised within cost of sales. The revolving facility matures in January 2026 and the notes must be paid in full by July 2026. See the borrowings note for further information.
Also included in bank loans due more than one year are mezzanine variable loan notes issued to CL SPF UK S.a.r.l. of £25,600,000 (2024: £19,400,000) which are held at amortised cost. There was an interest expense of £3,016,164 (2024: £2,359,324) recognised in the profit and loss account during the year. This interest expense was recognised within cost of sales. The revolving facility matures in January 2026 and the notes must be paid in full by July 2026. See the borrowings note for further information.
Bank loans
Included in bank loans due less than one year is a facility in WTB UK SPV No 1 Limited provided by ABN AMRO, which is secured by fixed and floating charges over that company's assets and undertakings. Subsequent to the year end, the loans have been repaid in full and the charges have been fully satisfied.
Included in bank loans due more than one year are senior variable loan notes issued by Tradebridge Lux S.a.r.l. to AGF WHCO 1-A Designated Activity Company and mezzanine variable loan notes to CL SPF UK S.a.r.l. Details of the value of loan notes issued at the year end and interest charged in the year is included in Note 15. Both facilities are secured by fixed and floating charges over that company's assets and undertakings.
Loans from group undertakings and related parties
Included in other borrowings due more than one year are loans from an Other related party to WTB SPV No 2 Limited. The loan repayment date is 31 December 2026 per the agreement. The balance at 31 March 2025 was £24,946,293 (2024: £28,270,252) and interest charged during the period was £1,765,968 (2024: £2,445,696).
Included in other borrowings due less than one year are loans from Other related parties to WTB SPV No 2 Limited. These loans were fully repaid during the year. The balance at 31 March 2025 was £NIL (2024: £3,584,952) and interest charged during the period was £204,560 (2024: £375,798).
Included in other borrowings is a loan from an Other related party to RXB SPV Limited, of which key management personnel to RXB SPV Limited is a member, which incurs interest of 16.18% per annum, and has a repayment date of April 2026. The balance at 31 March 2025 was £464,629 and interest charged during the period was £74,910.
Included in other borrowings due less than one year are loans from an Other related parties to Tradebridge Financial Technologies Limited which incurs interest of 4.00% per annum. There are no repayment terms. The balance at 31 March 2025 was £1,020,078 (2024: £980,275) and interest charged during the period was £39,803 (2024: £38,258).
Included in other borrowings due less than one year is a loan from a member of key management personnel to Tradebridge Financial Technologies Limited which incurs interest of 4.00% per annum. There are no repayment terms. The balance at 31 March 2025 was £340,026 (2024: £326,758) and interest charged during the period was £13,268 (2024: £12,753).
The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:
The deferred tax asset set out above relates to the utilisation of tax losses against future expected profits and is expected to be utilised within 12 months.
A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.
Ordinary shares carry one vote per share and have the right to participate in a distribution of the company, whether by way of dividend or capital (including upon winding up).
Preference shares are classified as equity in the balance sheet, carry a fixed preferential dividend at the rate of 6.5% per annum and have no redemption entitlement. The preference shares carry one vote per share and have a right to participate in capital distributions (including upon winding up) in priority to all other classes of shares in the company.
Dividends accrued but unpaid in respect of preference shares amounted to £760,322 at 31 March 2025 (2024: £565,322). The terms of issue are that such dividends may only be paid if there are sufficient distributable reserves to do so. Dividends may not be paid in respect of the ordinary shares unless or until there are no unpaid preference share dividends.
On 31 August 2024, 19,046 Ordinary shares of £1 each were issued fully-paid up at par in exchange for 4,041 shares in RX Bridge Limited, a subsidiary undertaking.
The share premium account represents the premium paid for issued shares above par value.
The other reserve represents a foreign currency translation reserve, which accumulates the differences arising between the translation of balances in foreign currencies at historic rates and spot rates as at the reporting period end dates.
Subsequent to the year end, the loan notes held in WTB IT SPV1 S.r.l, disclosed in note 16, were disposed of at par. This resulted in the reversal of the previously recognised fair value adjustments in respect of these loan notes. As part of the same transaction, loan notes were subscribed in WTB SPV No 5 Limited.
During the year, and in addition to those disclosed under note 22, the group entered into the following transactions with related parties:
The following amounts were outstanding at the reporting end date:
Upon appointment of Cottons Accountants LLP as auditors, the company entered into a limitation liability agreement with the auditors and this was approved by resolution on 30 September 2025. Liability is limited to the lesser of 20 times the audit fee and £745,000 for the group as a whole. In accordance with section 537 of CA06, the effect of the liability limitation agreement is to limit the auditor's liability to less than such amount as is fair and reasonable, as determined by that section, the agreement shall have effect as if it limited the liability to such amount as is fair and reasonable, as so determined.
The agreement limits the liability owed to the company by the auditors in respect of any negligence, default or breach of duty, or breach of trust, occurring in the course of the audit of the accounts for the year ending 31 March 2025.
The agreement does not limit liability for any instance of fraud or dishonesty on behalf of the auditor or any other liability that cannot be excluded or restricted by applicable laws or regulations.
A prior period adjustment has been made to the presentation of loan notes in Bank loans and overdrafts within Creditors: amounts falling due after more than one year, which were previously presented as Bank loans and overdrafts within Creditors: amounts falling due within one year in the prior period. The prior period adjustments do not give rise to any effect upon the loss previously reported, nor on the reported capital and reserves at the prior year end.