The director presents the strategic report for the 18 month period ended 30 June 2025.

Silverrock Financial Services Limited (the Company), changed its name from Silverrock Bank Limited on 26 March 2025. This was a consequence of having been acquired by GB Bank Limited (GB Bank) on 26 March 2025.

During the period the company had become an authorised Bank with restrictions, however, during the mobilisation phase the company was acquired by GB Bank. GB Bank identifying a number of synergies, in particular the company having developed forward-flow partnerships with non-bank mortgage originators. This gave GB Bank access to high quality originations within lending policy parameters, at scale and quicker.

As a result of this strategic opportunity, the company applied to have its permissions cancelled prior to the acquisition by GB Bank.

The company commenced trading in April 2025, funded initially by cash reserves but further by an intercompany loan from its parent company, GB Bank which remains payable as at the reporting end date.

Working collaboratively with our partners, the Company strives to unlock financial solutions providing a benefit to the non-bank lender market, as part of the GB Bank Group. We are committed to empowering our partners and their clients to reach their utmost potential.

Interest income relates to both income from lending and income from treasury activities. In April 2025, the company entered into its first forward flow arrangement, supported by an intercompany loan from GB Bank. This allowed the company to commence lending prior to the period end, resulting in loans and advances of £3.3m, generating interest income of £4,451 (2023: £nil).

Interest income from treasury activities relates to returns from high quality liquid assets, primarily treasury bills, held by the company in the period. These assets were held to meet liquidity coverage ratio requirements while the company was authorised with restriction. £527,577 (2023: £4,584) was earned from these assets.

The loss for the period and prior period reflects the costs associated with the application to receive its UK banking licence with restrictions, ongoing development of its banking infrastructure and development of its internal governance and management structure including the recruitment of key staff, with a number of staff having been made redundant following the acquisition by GB Bank.

Section 172 of the Companies Act 2006 requires a director of a company to act in the way he or she considers, in good faith, would be most likely to promote the success of the company for the benefit of its members as a whole. In doing this, section 172 requires a director to have regard, among other matters:

• the likely consequences of any decision in the long term;

• the interests of the company's employees;

• the need to foster the company's business relationships with suppliers; customers and others;

• the impact of the company's operations on the community and the environment;

• the desirability of the company maintaining a reputation for high standards of business conduct; and

• the need to act fairly as between members of the company.

On behalf of the board

The director presents his annual report and financial statements for the 18 month period ended 30 June 2025.

The principal activity of the company continued to be that of a non-bank lender, specialising in forward flow financing and portfolio acquisitions, catering to non-bank and specialist lenders.

The results for the 18 month period are set out on page 15.

No ordinary dividends were paid. The director does not recommend payment of a final dividend.

The director who held office during the 18 month period and up to the date of signature of the financial statements was as follows:

The company has made qualifying third party indemnity provisions for the benefit of its director during the 18 month period. These provisions remain in force at the reporting date.

No charitable or political donations were paid in the period (2023: £Nil).

The Company itself did not undertake any research and development activities during the year (2023: £nil).

The Company is a wholly owned subsidiary of GB Bank Limited (the “Parent”). The Company’s activities are funded through an intercompany loan facility provided by the Parent. As a result, the Company is dependent on the continued financial support of the Parent in order to meet its liabilities as they fall due.

The directors have obtained a formal letter of support from GB Bank Limited confirming that it will continue to provide financial support to the Company for a period of at least 12 months from the date of approval of these financial statements and will not seek repayment of existing intercompany balances during this period.

The directors note that the Parent’s latest published financial statements were prepared on a going concern basis and supported by a three‑year viability assessment. Together with the Parent’s letter of support, this provides sufficient evidence that the Company can continue as a going concern.

Based on these considerations, and taking into account the Parent’s confirmed commitment to provide financial support, the directors have a reasonable expectation that both the Company and the Group have adequate resources to continue in operational existence for the foreseeable future. Accordingly, the annual financial statements have been prepared on a going concern basis.

Deloitte LLP were appointed as auditor to the company on 14 May 2024 and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.

The company has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the company's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so in respect of future development.

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

The director is responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

Company law requires the director to prepare financial statements for each financial year. Under that law the director has elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law, the director must not approve the financial statements unless he is satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period.

In preparing these financial statements, the directors are required to:

• select suitable accounting policies and then apply them consistently;

• make judgements and accounting estimates that are reasonable and prudent;

• state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The director is responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. He is also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

In our opinion the financial statements of Silverrock Financial Services Limited (the 'company'):

• give a true and fair view of the state of the company's affairs as at 30 June 2025 and of its loss for the 18 month period then ended;

• have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice, including Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland"; and

• have been prepared in accordance with the requirements of the Companies Act 2006.

We have audited the financial statements which comprise:

• the statement of comprehensive income;

• the balance sheet;

• the statement of changes in equity;

• statement of accounting policies; and

• the related notes 1 to 19.

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

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report.

We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the Financial Reporting Council's (the 'FRC’s') Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Other matter - unaudited comparatives

The corresponding comparatives presented in the following statements and their related notes are unaudited because the company took advantage of the exemption for small companies in accordance with section 476 of the Companies Act 2006:

• the income statement for the 13 months ending 31 December 2023; and

• the balance sheet and statement of changes in equity at 31 December 2023.

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 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

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors intend to liquidate the company or to cease operations, or has no realistic alternative but to do so.

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

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.

Extent to which the audit was considered capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above , to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

We considered the nature of the company’s industry and its control environment, and reviewed the company’s documentation of their policies and procedures relating to fraud and compliance with laws and regulations. We also enquired of management and the directors about their own identification and assessment of the risks of irregularities, including those that are specific to the company’s business sector.

We obtained an understanding of the legal and regulatory framework that the company operates in, and identified the key laws and regulations that:

• had a direct effect on the determination of material amounts and disclosures in the financial statements. This included the UK Companies Act; and

• do not have a direct effect on the financial statements but compliance with which may be fundamental to the company’s ability to operate or to avoid a material penalty. This included adherence to the requirements of the Financial Conduct Authority.

We discussed among the audit engagement team regarding the opportunities and incentives that may exist within the organisation for fraud and how and where fraud might occur in the financial statements.

In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override. In addressing the risk of fraud through management override of controls, we tested the appropriateness of journal entries and other adjustments; assessed whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluated the business rationale of any significant transactions that are unusual or outside the normal course of business.

In addition to the above, our procedures to respond to the risks identified included the following:

• reviewing financial statement disclosures by testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;

• performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;

• enquiring of management and in-house legal counsel concerning actual and potential litigation and claims, and instances of non-compliance with laws and regulations; and

• reading minutes of meetings of those charged with governance.

Report on legal and other regulatory requirements

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the 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.

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified any material misstatements in the strategic report or the directors’ report.

Matters on which we are required to report by exception

Under the Companies Act 2006 we are required to report in respect of the following matters if, in our opinion:

• adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

• the financial statements are not in agreement with the accounting records and returns; or

• certain disclosures of directors’ remuneration specified by law are not made; or

• we have not received all the information and explanations we require for our audit.

We have nothing to report in respect of these matters.

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

The notes on pages 18 to 34 form part of these financial statements.

The notes on pages 18 to 34 form part of these financial statements.

These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.

The notes on pages 18 to 34 form part of these financial statements.

Silverrock Financial Services Limited (formerly Silverrock Bank Limited) is a private company limited by shares incorporated in England and Wales. The registered office is 73 Brook Street, Mayfair, London, W1K 4HX. The principal activity of the company continued to be that of a non-bank lender, specialising in forward flow financing and portfolio acquisitions, catering to non-bank and specialist lenders.

The financial statements have been prepared for an extended 18-month period from 1 January 2024 to 30 June 2025. In accordance with section 392(3)(b) of the Companies Act 2006, the accounting reference period has been extended to end on the second occurrence of the revised accounting reference date of 30 June after the start of the period.

The comparative information covers the previous period from 6 December 2022 to 31 December 2023 and is therefore not directly comparable with the current period. The comparative period figures for the period ended 31 December 2023 are unaudited.

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 company has chosen to adopt the recognition and measurement provisions of IAS 39 in respect of financial instruments.

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 £.

This 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:

• Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;

• 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 financial statements of the company are consolidated in the financial statements of GB Bank Limited. These consolidated financial statements are available from its registered office, 73 Brook Street, Mayfair London, W1K 4HX.

The Company is a wholly owned subsidiary of GB Bank Limited (the “Parent”). The Company’s activities are funded through an intercompany loan facility provided by the Parent. As a result, the Company is dependent on the continued financial support of the Parent in order to meet its liabilities as they fall due.

The directors have obtained a formal letter of support from GB Bank Limited confirming that it will continue to provide financial support to the Company for a period of at least 12 months from the date of approval of these financial statements and will not seek repayment of existing intercompany balances during this period.

The directors note that the Parent’s latest published financial statements were prepared on a going concern basis and supported by a three‑year viability assessment. Together with the Parent’s letter of support, this provides sufficient evidence that the Company can continue as a going concern.

Based on these considerations, and taking into account the Parent’s confirmed commitment to provide financial support, the directors have a reasonable expectation that both the Company and the Group have adequate resources to continue in operational existence for the foreseeable future. Accordingly, the annual financial statements have been prepared on a going concern basis.

Interest receivable and payable for all interest-bearing financial instruments is recognised in the Statement of Comprehensive Income within ‘Interest receivable and similar income’ and ‘Interest payable and similar expense’ using the effective interest rates of the financial assets or financial liabilities to which they relate. The effective interest rate is the rate that discounts the expected future cash flows, over the expected life of the financial instrument, to the carrying amount of the financial asset or liability.

Where a loan or group of loans have been written down as a result of an impairment loss, interest income continues to be recognised on the written down carrying value using the loan’s original effective interest rate. Interest is not recognised to interest income when a decision has been made that a loan or group of loans is irrecoverable.

Tangible fixed assets 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 or valuation of assets less their residual values over their useful lives on the following bases:

The assets’ residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively, if appropriate, if there is an indication of a significant change since the last reporting date.

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.

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

The company has elected to apply the recognition and measurement provisions of IAS 39 – Financial Instruments: Recognition and Measurement, in accordance with FRS 102 Section 11.2(b). This policy applies to all financial instruments held by the company, including loans, deposits, debt securities, and derivatives.

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.

Financial assets, which include debtors and cash and bank balances, are initially measured at fair values less any transaction costs and are subsequently carried at amortised cost using the effective interest method if appropriately classified as loans and receivables or assets held to maturity.

Loans and advances to customers are measured at amortised cost using the effective interest rate method. Loans and advances to customers in the Balance Sheet are shown net of any loan loss provisions. The charge or credit in the Statement of Comprehensive Income represents losses written off during the period (net of recoveries), together with the movement in provisions.

At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. 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 the asset’s original effective interest rate. Any impairment loss is recognised in the Statement of Comprehensive Income.

If there is 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. Any impairment reversal is recognised in the Statement of Comprehensive Income.

Provisions are made to reduce the value of ‘loans and advances to customers’ to the amount which the directors consider to be recoverable on an incurred loss basis in accordance with of IAS 39 - Financial Instruments: Recognition and Measurement.

Specific provisions

Specific provisions are held against individual loans where the company considers the customer to be in default. In such cases there will be objective evidence of impairment through one or more events of default as defined by the parent company, including those loans that are more than 3 months in arrears.

The value of a specific provision is measured as the difference between the current loan carrying value and the present value of the estimated future cash flows discounted at the loan’s original effective interest rate, with consideration to the probability of default.

Estimated future cashflows include the discounted collateral value, based on independent valuation, any appropriate discount required to realise the collateral value, and estimated direct administrative costs associated with the recovery process.

Collective provisions

Where, following the individual assessment of loans, an individually assessed loan does not demonstrate any objective evidence of impairment, the company will include that loan in a group of financial assets with similar credit risk characteristics. The company will then collectively assess these groups of loans for impairment. In assessing collective impairment, the parent company uses historical indicators (including reliance on expert judgement) to assess the probability of financial assets going into default and the subsequent loss incurred. Included in this collective assessment are those loans on the watchlist or in the collections process, with arrears of 3 months or less.

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

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. Financial liabilities, including creditors, bank loans, loans from fellow Group companies and preference shares are initially recognised at fair value and subsequently measured at amortised cost.

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. Trade creditors are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method.

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

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.

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 when the company has 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.

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.

Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using the Black-Scholes model. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.

When the terms and conditions of equity-settled share-based payments at the time they were granted are subsequently modified, the fair value of the share-based payment under the original terms and conditions and under the modified terms and conditions are both determined at the date of the modification. Any excess of the modified fair value over the original fair value is recognised over the remaining vesting period in addition to the grant date fair value of the original share-based payment. The share-based payment expense is not adjusted if the modified fair value is less than the original fair value.

Cancellations or settlements (including those resulting from employee redundancies) are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.

Reserve

The company’s reserves are as follows:

• Called up share capital reserve represents the nominal value of the shares issued; and

• Accumulated losses represent cumulative losses.

In the application of the company’s accounting policies, the director is 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.

The calculation of the share-based payment charge and balance sheet reserve involved judgement. In particular, the calculation in relation to share options requires judgement to be applied to the number of options that will vest, the approach to calculating the fair value of share-based payments and the price of shares at the grant date applied during the calculation of the fair value of these options. The Company believes the vesting conditions will be met, and as shares are not traded on a publicly available market, has calculated the fair value using a Black-Scholes model.

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 company has adopted FRS 102 in conjunction with IAS 39 - Financial Instruments: Recognition and Measurement and therefore assesses the impairment of loans and advances to customers in accordance with an incurred loss methodology. Therefore, the Company's assessment of impairment of financial assets consists of:

• Individual assessments of impairment of all loans that are in default or where other objective evidence exists that all cash flows will not be received; and

• Collective assessments of impairment of loans that are not subject to individual impairment provisions, where there is objective evidence that credit losses have been incurred but not identified at the reporting date.

On an on-going basis the company assesses whether there is objective evidence that a financial asset or group of financial assets is impaired. Objective evidence of impairment may include observable data indicating that there has been an adverse change in the payment status of borrowers, or economic conditions that correlate with defaults on assets in the portfolio.

The measurement of the company's provision for bad and doubtful debts involves management judgement.

Due to the immaturity of the lending portfolio, the company currently has limited historical experience of historical losses, and, therefore, the areas of judgement and estimation uncertainty include the assumptions applied to the provision methodology, which are based on historical loss experience of management for assets with similar credit risk characteristics or external data, where appropriate, to assess impairment. The methodology and assumptions used for estimating both the amount and timing of future cash flows are reviewed regularly to reduce any differences between loss estimates and actual loss experience.

Individual impairment

The company exercises significant judgement in assessing whether objective evidence of impairment exists for individual loans. This assessment is based on a structured monitoring process led by the Credit Committee, which reviews the ongoing performance of the loan book and identifies triggers such as late or missed payments, deterioration in borrower creditworthiness, adverse changes in collateral value, or external events (e.g. regulatory changes or market volatility). Judgement is required to determine whether these indicators represent a loss event that affects the estimated future cash flows of the loan.

When it has been determined that an impairment is expected, the estimation is made of what level of impairment is likely and what amount of provision would be needed. The levels of specific provision are determined giving consideration to the impaction of the macro environment and include estimation on the following:

• The property valuation haircut;

• The time taken to realise the sale proceeds; and

• The direct costs incurred in recovery proceedings.

These assumptions are inherently uncertain and sensitive to changes in market conditions, liquidity, and borrower circumstances. Consequently, property values on impaired loans are set realistic level taking into consideration the lack of liquidity and market data available at the date of the of the balance sheet. The credit risk is further considered in note 8.

Collective impairment

The estimation of collective impairment provisions involves two key sources of estimation uncertainty: Probability of Default (PD) and Loss Given Default (LGD). These estimates are fundamental to the company’s approach to assessing incurred credit losses across portfolios with similar credit risk characteristics. These areas are considered key sources of estimation uncertainty because small changes in assumptions can have a material impact on the level of provision recognised.

PD reflects the likelihood that a borrower will default on their obligations. Estimating PD requires management to apply judgement in evaluating historical loss experience (where available), internal credit grading and watchlist status, and broader macroeconomic and sector-specific conditions. These inputs are inherently uncertain and subject to change, particularly in a volatile economic environment.

LGD represents the expected loss in the event of default. It is based on the difference between the contractual cash flows due and those expected to be recovered, taking into account the realisable value of collateral, the timing of recovery, and the direct costs associated with enforcement and recovery actions.

The company operates an incurred loss accounting policy in accordance with IAS39. No collective impairment provision has been deemed necessary due to the Company commencing lending shortly before the period end and no losses have been incurred in that short period.

FRS 102 requires interest and fee income earned on loans and advances to be measured under the Effective Interest Rate (EIR) method. Management must therefore use judgement to estimate the expected life of each financial instrument and hence the expected cash flows relating to it.

The key assumption applied by management in the EIR methodology is in relation to the behavioural life of underlying loans to customers. The behavioural life assumption can be subject to changes in internal and external factors, leading to a customer redeeming or refinancing early, and may result in adjustments to the carrying value of the loans which must be recognised in profit or loss.

The company commenced lending shortly before the period end and has no internal historical data on customer redemption and reversion behaviour.  Therefore the expected life of the products has been deemed to be equal to the fixed rate period of the loan only.

As set out in note 54, the calculation to determine the fair value of share options involves several inputs that require significant management judgement. These include the number of share options expected to vest, the weighted average share price at the grant date, and the expected volatility of the parent company’s share price. As the parent company is not listed, volatility is estimated using comparable listed peers, which introduces further estimation uncertainty.

This area is considered a key source of estimation uncertainty because small changes in these assumptions—particularly the expected vesting rate and volatility—can materially affect the share-based payment charge recognised in the financial statements.

The average monthly number of persons (including directors) employed by the company during the 18 month period was:

Their aggregate remuneration comprised:

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 1 (2023: 1).

The actual charge for the 18 month period can be reconciled to the expected credit for the 18 month period based on the profit or loss and the standard rate of tax as follows:

There is no time limit for the utilisation of unutilised tax losses. No net deferred tax asset has been recognised in these financial statements. Given the limited period of trading to date, further information will be needed to assess whether tax losses can be recovered against future profits.

A financial instrument is a contract that gives rise to a financial asset in one entity and a financial liability or equity in another entity. The Company, as part a wholly owned subsidiary of GB Bank Limited, has opted to adopt their policies in respect of financial instruments (hence referred to as "Group").

The above analysis is based on contractual maturity and may not reflect actual experience of repayments, since loans can be repaid early.

Amounts owed to the parent undertaking are unsecured and repayable on demand. The interest rate is the Bank’s cost of funds plus a margin of 5 basis points.

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

The below table summarises movements in the number of share options:

The following awards were issued during the period. The fair value of share awards issued during the year was estimated on the grant date using the Black-Scholes model based on the following inputs:

Shares issued for services provided by third parties

The company has not incurred any costs for services provided by third parties remunerated in equity during the period or the prior year.

In June 2025, options were issued by the GB Bank Limited to employees of the Company. The options are over ordinary shares in GB Bank Limited.

The vesting condition requires employees to remain employed by the Group. The award vests in stages, with 60% vesting three years after the Effective Date, a further 20% vesting after four years, and the final 20% vesting after five years. Any portion of the award that remains unvested will automatically lapse ten years after the grant date.

Given the short time period between the grant date and the company's period end, no charge has been recognised.

Ordinary shareholders have one vote per share and entitlement to dividends. In the event of the company's winding up ordinary shareholders are entitled to the capital distribution.

In the 18 month period ended 30 June 2025, a total of 1,283,974,600 ordinary shares were issued with a nominal value of £0.01. The aggregate nominal value of these issues was £12,839,746 and the consideration paid was £12,839,746.

The company has taken advantage of the disclosure exemptions of Section 33.1A of FRS 102 which permit it not to present the details of its transactions with members of the group headed by GB Bank Limited where relevant group companies are wholly owned. Details of the outstanding group balances at the year end are given in note 13.

During the prior financial period, the Company received funds from its then parent company, Crius Limited, in advance of the allotment of share capital. As the shares had not been allotted by the previous year-end, the amount received of £7,661 was recognised as a liability within note 14.

During the current financial period, the Company allotted the related share capital, resulting in the full settlement of the liability.

The company is was acquired by GB Banks Limited on 31 March 2025 with its registered office 73 Brook Street, Mayfair London, W1K 4HX. The ultimate parent company is Hera Holdings Limited, a company incorporated in Jersey, by virtue of Hera Holdings owning more than 50% of the share capital of the parent company. The ultimate controlling party is Mr S Gehlaut.