Company registration number 13339067 (England and Wales)
SILVER BIRCH FINANCE HOLDINGS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2025
PAGES FOR FILING WITH REGISTRAR
SILVER BIRCH FINANCE HOLDINGS LIMITED
CONTENTS
Page
Group statement of financial position
1
Company statement of financial position
2
Group statement of changes in equity
3
Company statement of changes in equity
4
Notes to the financial statements
5 - 17
SILVER BIRCH FINANCE HOLDINGS LIMITED
GROUP STATEMENT OF FINANCIAL POSITION
AS AT
30 APRIL 2025
30 April 2025
- 1 -
Restated
2025
2024
Notes
$
$
$
$
Non-current assets
Intangible assets
-
-
Property, plant and equipment
6
4,186
784
Investments
7
-
0
12
4,186
796
Current assets
Trade and other receivables
9
2,692,333
2,407,516
Cash and cash equivalents
412,127
398,659
3,104,460
2,806,175
Current liabilities
10
(1,200,982)
(5,297,662)
Net current assets/(liabilities)
1,903,478
(2,491,487)
Total assets less current liabilities
1,907,664
(2,490,691)
Non-current liabilities
11
(12,602,928)
(457,069)
Net liabilities
(10,695,264)
(2,947,760)
Equity
Called up share capital
13
115
36
Share premium account
14
-
0
6,000,000
Capital redemption reserve
(107,153)
(107,153)
Retained earnings
15
(10,588,226)
(8,840,643)
Total equity
(10,695,264)
(2,947,760)

The notes on pages 5 to 17 form part of these financial statements.

T he directors of the group have elected not to include a copy of the income statement within the financial statements.

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

The financial statements were approved by the board of directors and authorised for issue on 29 January 2026 and are signed on its behalf by:
29 January 2026
S Robson-Hanafin
Director
Company registration number 13339067 (England and Wales)
SILVER BIRCH FINANCE HOLDINGS LIMITED
COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 30 APRIL 2025
30 April 2025
- 2 -
Restated
2025
2024
Notes
$
$
$
$
Non-current assets
Investments
7
144
26
Current assets
Trade and other receivables
9
12,247,667
11,509,767
Cash and cash equivalents
33
26
12,247,700
11,509,793
Current liabilities
10
(54,715)
(4,691,436)
Net current assets
12,192,985
6,818,357
Total assets less current liabilities
12,193,129
6,818,383
Non-current liabilities
11
(12,602,928)
(163,961)
Net (liabilities)/assets
(409,799)
6,654,422
Equity
Called up share capital
13
115
36
Share premium account
14
-
0
6,000,000
Capital redemption reserve
(107,153)
(107,153)
Retained earnings
15
(302,761)
761,539
Total equity
(409,799)
6,654,422

The notes on pages 5 to 17 form part of these financial statements.

As permitted by s408 Companies Act 2006, the c ompany has not presented its own income statement and related notes. The c ompany’s loss for the year was $1,064,300 (2024 - $484,807 profit).

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

The financial statements were approved by the board of directors and authorised for issue on 29 January 2026 and are signed on its behalf by:
S Robson-Hanafin
Director
Company registration number 13339067 (England and Wales)
SILVER BIRCH FINANCE HOLDINGS LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 APRIL 2025
- 3 -
Share capital
Share premium account
Capital redemption reserve
Restated retained earnings
Total
Notes
$
$
$
$
$
Balance at 1 May 2023
36
6,000,000
(107,153)
(7,467,592)
(1,574,709)
Year ended 30 April 2024:
Loss and total comprehensive deficit for the year
-
-
-
(1,373,051)
(1,373,051)
Balance at 30 April 2024
36
6,000,000
(107,153)
(8,840,643)
(2,947,760)
Year ended 30 April 2025:
Loss and total comprehensive deficit for the year
-
-
-
(1,747,583)
(1,747,583)
Issue of share capital
13
79
4,521,385
-
-
4,521,464
Other movements
14
-
(10,521,385)
-
-
(10,521,385)
Balance at 30 April 2025
115
-
0
(107,153)
(10,588,226)
(10,695,264)

The notes on pages 5 to 17 form part of these financial statements.

SILVER BIRCH FINANCE HOLDINGS LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 APRIL 2025
- 4 -
Share capital
Share premium account
Capital redemption reserve
Restated retained earnings
Total
Notes
$
$
$
$
$
Balance at 1 May 2023
36
6,000,000
(107,153)
276,732
6,169,615
Year ended 30 April 2024:
Profit and total comprehensive income for the year
-
-
-
484,807
484,807
Balance at 30 April 2024
36
6,000,000
(107,153)
761,539
6,654,422
Year ended 30 April 2025:
Loss and total comprehensive deficit for the year
-
-
-
(1,064,300)
(1,064,300)
Issue of share capital
13
79
4,521,385
-
-
4,521,464
Other movements
14
-
(10,521,385)
-
-
(10,521,385)
Balance at 30 April 2025
115
-
0
(107,153)
(302,761)
(409,799)
SILVER BIRCH FINANCE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2025
- 5 -
1
Accounting policies
Company information

Silver Birch Finance Holdings Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 5th Floor, 3 Dorset Rise, London, EC4Y 8EN.

The group's principal place of business is 85 Gresham Street, London, England, EC2V 7NQ.

The group consists of Silver Birch Finance Holdings Limited and all of its subsidiaries, Silver Birch Finance Limited, Silver Birch Trading Holdings Limited, SB Trading Company Alpha Limited, SB Trading Company Beta Limited, Agri Trading Company Pi Limited, SB Agri Trading Limited, Silver Birch Finance Americas Holdings Limited, Silver Birch Finance Americas LLC, CC Agri Trading Limited, Agri Pro Commodities Limited, Bulk Agri Trading Limited, SB Harvest Trading Limited, SB Trading Auto Supply Limited, ELM Commodity Trading Limited, Silver Birch Finance Nominee Limited and Silver Birch Technology Limited.

The principal activities of both the group and company are included within the Directors' Report.

1.1
Accounting convention

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

The financial statements are prepared in US Dollars, which is the functional currency of the company. Monetary a mounts in these financial statements are rounded to the nearest US Dollars.

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

1.2
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company Silver Birch Finance Holdings Limited together with the companies it controls (its subsidiar ies).

The financial results of Silver Birch Finance Limited have been audited. However, the financial results of the other subsidiaries listed in Note 8 have not been audited as overall they are considered immaterial to the financial results of the group for the year and the net liabilities position.

All financial statements are made up to 30 April 2025. The subsidia ries ha ve the same accounting policies as the parent company.

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.

1.3
Going concern

The accounts are prepared on a going concern basis notwithstanding the loss for the year. The group’s balance sheet position was satisfactory with a healthy level of liquidity to meet its liabilities as they fall due as it continues to be supported by a key shareholder. Furthermore, the directors remain confident that the group will grow and trade profitability in the future.

Consequently, based on the future plans and revenue streams of the group, the directors believe that it remains appropriate to prepare the financial statements on a going concern basis.

SILVER BIRCH FINANCE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2025
1
Accounting policies
(Continued)
- 6 -
1.4
Revenue

Revenue is recognised at the fair value of the consideration received or receivable for services provided in the normal course of business, and is shown net of VAT and other sales related taxes.

Revenue represents amounts due under contracted services to the extent that there is a right to the consideration. The company records the revenue at the fair value of the total consideration due to the extent that it can be estimated reliably.

Revenue is recognised when the company has met all of the obligations under the contract, the company accrues the revenue if it has not been invoiced by the balance sheet date.

Costs directly attributable to the revenue generated by the group are included within cost of sales.

Interest income and dividend income is recognised when the right to receive payment is established.

1.5
Property, plant and equipment

Property, plant and equipment are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation 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:

Computers
3 years straight line

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 income statement.

1.6
Non-current investments

Equity in vest ments 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.

I n the parent company financial statements, investments in subsidiaries 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.

1.7
Impairment of non-current assets

At each reporting period end date, the group reviews the carrying amounts of its tangible 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).

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use. If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount. An impairment loss is recognised immediately in the income statement, 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.

SILVER BIRCH FINANCE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2025
1
Accounting policies
(Continued)
- 7 -
1.8
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand.

1.9
Financial instruments

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the group's statement of financial position 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

Basic financial assets, which include trade and other receivables 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 m ethod unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the 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.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including trade and other payables and loans from fellow group companies, 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 paymen ts 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 payables 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 payables are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Derecognition of financial liabilities

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

1.10
Equity instruments

Equity instruments issued by the group 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 group.

SILVER BIRCH FINANCE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2025
1
Accounting policies
(Continued)
- 8 -
1.11
Taxation

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

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement 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

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 income statement, 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.

1.12
Employee benefits

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

1.13
Retirement 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 lease d asset are consumed.

1.14
Foreign exchange

Transactions in currencies other than United States Dollars 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 the income statement.

1.15

Restatement of comparative information

In the current year, the group identified a misstatement in the treatment of irredeemable preference shares held by the parent company. As a result, trade and other receivables, current liabilities and non-current liabilities were understated in both the company and the group financial statements. The error has been corrected by restating the affected financial statement line items for prior periods.

As a result of the prior period errors, the group’s accumulated losses as at 30 April 2024 decreased to $8,840,643 (previously $8,696,489). The company’s retained earnings as at 30 April 2024 increased to $761,539 (previously $612,585).

SILVER BIRCH FINANCE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2025
- 9 -
2
Judgements and key sources of estimation uncertainty

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.

Critical judgements

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Revenue recognition and accrued income

In making their judgement, the directors considered the criteria under FRS 102 for the recognition of services rendered by the company. In particular, regard was given for ensuring that the company had fulfilled all of their obligations for underlying contracts and that the directors could reliably estimate the revenue that would be received in the future in respect of variable consideration receivable.

3
Auditor's remuneration
2025
2024
Fees payable to the company's auditor and associates:
$
$
For audit services
Audit of the financial statements of the group and company
15,508
14,994
Audit of the financial statements of the company's subsidiaries
27,422
34,366
42,930
49,360
4
Employees

The average monthly number of persons employed by the group and company during the year was:

Group
Company
2025
2024
2025
2024
Number
Number
Number
Number
Management
4
4
-
-
Administrative and support staff
14
12
-
-
Total
18
16
0
0
SILVER BIRCH FINANCE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2025
- 10 -
5
Income statement

The first inventory hub transaction transacted through the group's own infrastructure was completed during the previous financial year through one of the subsidiaries of Silver Birch Trading Holding s Limited. The number and scale of inventory hub transactions have grown considerably during the current financial year. Although this generates a significant amount of revenue, it also generates a significant amount of costs through a corresponding purchase and therefore had an immaterial net impact upon the group's loss for the year. Since all inventory purchased was sold by 30 April 2025, there was im material net impact on the group’s balance sheet at 30 April 202 5.

6
Property, plant and equipment
Group
Plant and machinery etc
$
Cost
At 1 May 2024
34,308
Additions
4,624
At 30 April 2025
38,932
Depreciation and impairment
At 1 May 2024
33,524
Depreciation charged in the year
1,222
At 30 April 2025
34,746
Carrying amount
At 30 April 2025
4,186
At 30 April 2024
784
The company had no property, plant and equipment at 30 April 2025 or 30 April 2024.
7
Fixed asset investments
Group
Company
2025
2024
2025
2024
$
$
$
$
Shares in group undertakings
-
12
144
26
-
0
12
144
26
SILVER BIRCH FINANCE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2025
7
Fixed asset investments
(Continued)
- 11 -
Movements in non-current investments
Group
Shares in subsidiaries
$
Cost or valuation
At 1 May 2024
12
Reclassification
(12)
At 30 April 2025
-
Carrying amount
At 30 April 2025
-
0
At 30 April 2024
12

In the prior year, t he fixed asset investment represent ed the amount of the investment held in a subsidiary which wa s not consolidated. In the current year financial statements, all the group entities have been consolidated and therefore there is no investment held at group level.

Movements in non-current investments
Company
Shares in subsidiaries
$
Cost or valuation
At 1 May 2024
26
Additions
118
At 30 April 2025
144
Carrying amount
At 30 April 2025
144
At 30 April 2024
26
SILVER BIRCH FINANCE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2025
- 12 -
8
Subsidiaries

Details of the company's subsidiaries at 30 April 2025 are as follows:

Name of undertaking
Registered office
Nature of business
Class of
% Held
shares held
Direct
Indirect
Silver Birch Finance Limited
United Kingdom
Financial intermediation services
Ordinary
100.00
-
Silver Birch Trading Holdings Limited
United Kingdom
Holding company
Ordinary
100.00
-
SB Trading Company Alpha Limited
United Kingdom
Financing wholesale trade
Ordinary
0
100.00
SB Trading Company Beta Limited
United Kingdom
Financing wholesale trade
Ordinary
0
100.00
Agri Trading Company Pi Limited
United Kingdom
Financing wholesale trade
Ordinary
0
100.00
SB Agri Trading Limited
United Kingdom
Financing wholesale trade
Ordinary
0
100.00
Silver Birch Finance Americas Holdings Limited
United Kingdom
Holding company
Ordinary
100.00
-
Silver Birch Finance Americas LLC
United States of America
Financial Intermediation services
Ordinary
0
100.00
CC Agri Trading Limited
United Kingdom
Financing wholesale trade
Ordinary
0
100.00
Agri Pro Commodities Limited
United Kingdom
Financing wholesale trade
Ordinary
0
100.00
Bulk Agri Trading Limited
United Kingdom
Financing wholesale trade
Ordinary
0
100.00
SB Harvest Trading Limited
United Kingdom
Financing wholesale trade
Ordinary
0
100.00
SB Trading Auto Supply Limited
United Kingdom
Financing wholesale trade
Ordinary
0
100.00
ELM Commodity Trading Limited
United Kingdom
Financing wholesale trade
Ordinary
0
100.00
Silver Birch Finance Nominee Limited
United Kingdom
Nominee company
Ordinary
100.00
-
Silver Birch Technology Limited
United Kingdom
Holding company
Ordinary
100.00
-

The registered office address of Silver Birch Finance Americas LLC is 251 Little Falls Drive, Wilmington, Delaware, 19808-1674.

The registered office of each of the remaining subsidiaries listed above is the same as the company.

SILVER BIRCH FINANCE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2025
- 13 -
9
Trade and other receivables
Group
Restated
Company
Restated
2025
2024
2025
2024
Amounts falling due within one year:
$
$
$
$
Trade receivables
3,030
25,177
-
0
-
0
Amounts owed by unconsolidated subsidiaries
-
0
77,962
-
0
-
0
Other receivables
2,651,052
2,011,269
3,211
2,231
2,654,082
2,114,408
3,211
2,231
Amounts falling due after more than one year:
Amounts owed by subsidiary
-
0
293,108
12,244,456
11,507,536
Other receivables
38,251
-
0
-
0
-
0
38,251
293,108
12,244,456
11,507,536
Total debtors
2,692,333
2,407,516
12,247,667
11,509,767

Included within the group's other receivables due after one year, are retainers totalling $38,251, due to be returned at the end of the license term on the 13th March 2028.

Included within the company's receivables over one year are amounts owed by subsidiaries which are repayable by 2026 and on which interest is being charged 7.50% per annu m. The loan balance includes interest of $1,727,102 (2024: $959,729).

10
Current liabilities
Group
Restated
Company
Restated
2025
2024
2025
2024
$
$
$
$
Bank loans and overdrafts
326,800
-
0
-
0
-
0
Trade payables
232,821
79,050
-
0
-
0
Amounts owed to unconsolidated subsidiaries
-
0
20,867
130
12
Corporation tax payable
1,860
-
0
-
0
-
0
Other taxation and social security
372,033
382,982
-
0
-
0
Other payables
267,468
4,814,763
54,585
4,691,424
1,200,982
5,297,662
54,715
4,691,436

At 30 April 2024, included within other payables is $1,000,000 that was received from a related party in advance for consideration of share capital. The shares were issued during the year and therefore there is no such balance included in other payables at the year end.

Furthermore, the other payables also includes loans due to related parties. See Note 11 for further detail.

SILVER BIRCH FINANCE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2025
- 14 -
11
Non-current liabilities
Group
Restated
Company
Restated
2025
2024
2025
2024
Notes
$
$
$
$
Other payables
12,602,928
457,069
12,602,928
163,961
12
Borrowings
Group
Restated
Company
Restated
2025
2024
2025
2024
$
$
$
$
Bank overdrafts
326,800
-
0
-
0
-
0
Preference shares
12,602,928
163,961
12,602,928
163,961
Loans from related parties
-
0
3,930,204
-
0
3,637,096
12,929,728
4,094,165
12,602,928
3,801,057
Payable within one year
326,800
3,637,096
-
3,637,096
Payable after one year
12,602,928
457,069
12,602,928
163,961

The loans outstanding at 30 April 2024, were issued by a shareholder of the company. The loans are included within other payables as due within 1 year because they were converted into preference shares on 31 July 2024.

The preference shares are accruing interest at 10% which compounds daily.

13
Share capital
Group and company
2025
2024
2025
2024
Ordinary share capital
Number
Number
$
$
Issued and fully paid
Ordinary A shares of $0.01 each
2,346
1,764
24
18
Ordinary B shares of $0.01 each
1,463
1,481
14
14
Ordinary C shares of $0.01 each
101
392
1
4
Deferred Shares of $0.01 each
309
-
3
-
Growth shares of $0.01 each
7,320
-
73
-
Redeemable preference share of 1p each
1
-
-
-
11,540
3,637
115
36
SILVER BIRCH FINANCE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2025
13
Share capital
(Continued)
--
- 15 -

During the year the company had a corporate restructure and the following transactions occurred:

- 582 Class A $0.01 Ordinary shares were allotted at par

- 18 Class B $0.01 Ordinary shares were allotted at par, and then converted into $0.01 Deferred Shares

- 291 Class C $0.01 Ordinary shares were converted into $0.01 Deferred Shares

- $0.01 Growth shares comprise of 5 classes of shares and were allotted at par. The following numbers of shares were allotted, 1,464 Class D, 1,465 Class E, 1,465 Class F, 1,463 Class G and 1,463 Class H.

- 1 $0.01 Redeemable Preference Share was allotted

14
Share premium account
Group
Company
2025
2025
$
$
At the beginning of the year
6,000,000
6,000,000
Issue of new shares
4,521,385
4,521,385
Other movements
(10,521,385)
(10,521,385)
At the end of the year
-
0
-
0
On 31 July 2024, the company issued 582 US$0.01 Class A Ordinary shares at a price of $7,755 per share.
On 31 July 2024, the company issued 1 US$0.01 Redeemable Preference Share at a price of $7,947 per share.
The Redeemable preference share entitles the holder to principal dividends of $10,834,300 over the existing share classes. As this is redeemable at the holder's option, this has been recognised as a financial liability after deducting issue costs totalling $312,915. This has been completed via a transfer of $10,521,385 out of the share premium account.
15
Retained earnings
Group
Company
2025
2024
2025
2024
$
$
$
$
At the beginning of the year
(8,696,489)
(7,467,592)
612,585
276,732
Profit/(loss) for the year
(1,747,583)
(1,373,051)
(1,064,300)
484,807
At the end of the year
(10,588,226)
(8,840,643)
(302,761)
761,539
16
Audit report information

As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006:

The auditor's report was unqualified.

SILVER BIRCH FINANCE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2025
16
Audit report information
(Continued)
- 16 -

Independence

We are independent of the Group and the Parent Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements.

The auditor was BDO LLP.
17
Operating lease commitments
Lessee

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, as follows:

Group
Company
2025
2024
2025
2024
$
$
$
$
Rental lease commitments within 1 year
386,344
225,298
-
-
Between two and five years
773,175
-
-
-
1,159,519
225,298
-
-
18
Events after the reporting date

Subsequent to the year end, the following transactions have occurred:

- 1,285 $0.01 Growth shares have been converted into $0.01 Deferred shares.

- 770 $0.01 Growth shares were allotted at par.

- 261 $0.01 Class B Ordinary shares were allotted at par.

- 92 $0.01 Class B Ordinary shares were allotted for consideration of $199,994

- 510 $0.01 Growth shares were allotted at par.

Furthermore, on 8 May 2025, the Group completed the acquisition of Tradeteq Group.

19
Related party transactions

The company has taken advantage of the exemption in FRS 102 paragraph 33.1A whereby it has not disclosed transactions with any wholly owned fellow group companies.

As at year end, the group owed $71 (202 4: $71) to the Directors. This balance is interest free and repayable on demand.

As 30 April 2024, the group owed $4,637,096 to a shareholder, which was accruing interest between 0-10%. During the year, the debt was converted into 1 $0.01 Redeemable Preference share at 31 July 2024.

SILVER BIRCH FINANCE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2025
- 17 -
20
Controlling party

Based on our ownership structure, Hephaestus LP is the ultimate parent company and the ultimate controlling party.

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