Company Registration Number 09972799 (England and Wales)
RX BRIDGE LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
RX BRIDGE LIMITED
COMPANY INFORMATION
Directors
MRA Spiteri
OMH Bonavero
ML Coxhead
SWL Miles
J Dickie
Company number
09972799
Registered office
8 Bloomsbury Street
London
WC1B 3SR
Auditor
Cottons Accountants LLP
Chestnut Field House
Chestnut Field
Rugby
Warwickshire
United Kingdom
CV21 2PD
Bankers
National Westminster Bank PLC
City of London Office
PO Box 12258
1 Princes Street
London
EC2R 8PA
RX BRIDGE LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3 - 4
Independent auditor's report
5 - 8
Profit and loss account
10
Statement of comprehensive income
9
Balance sheet
12
Statement of changes in equity
11
Notes to the financial statements
13 - 20
RX BRIDGE LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 MARCH 2026
- 1 -

The directors present the strategic report for the year ended 31 March 2026.

Business Overview

RX Bridge Ltd provides embedded finance to healthcare businesses across the UK. It operates as part of the wider TradeBridge Group, being the key delivery vehicle for the NHS ecosystem.

Through its technology-led platform, the company supports independent community pharmacies and dental practices by addressing the funding shortfall faced by high-quality SMEs.

Business Results

The 2025/26 financial year saw turnover decrease by 17% to £15.1m (2025: £18.2m), reflecting a change during the year in the funding and risk position on a portion of the Company's NHS receivables. Despite the reduction in turnover, gross margin improved to 34% (2025: 28%), with gross profit maintained at £5.1m (2025: £5.1m), reflecting improved cost efficiency in service delivery. Profit before taxation increased by 4% to £2.1m (2025: £2.0m), prior to a £9.1m fair value adjustment on the Company's loan notes held in TFT SPV No. 6 Ltd (see Strategic Progress below).

The company maintained high-quality earnings despite the reduction in turnover, with the credit loss rate decreasing to 0.25% reflecting continued credit selection and robust monitoring of client performance throughout the year.

Operating efficiency also improved, supported by a 3% reduction in administrative expenses and continued integration with Group technology infrastructure. The company continues to benefit from the Group’s platform-level investments in underwriting automation, secure collections infrastructure, and onboarding flows.

Strategic Progress

The company focused on deepening its position within the NHS ecosystem, enhancing its proposition to community pharmacies and dental practices. With continued adoption of embedded finance across the UK healthcare sector, the company scaled responsibly and aligned its risk management practices with evolving regulatory expectations.

Service delivery and operational support functions were increasingly streamlined via shared services with other Group entities. Internal processes and client experience benefited from centralised onboarding, MI reporting, and compliance tooling.

During the year, the Group continued to develop its securitisation funding structures, including TFT SPV No. 6 Ltd, which commenced trading in January 2026, expanding the Group's overall funding capacity for the NHS-linked healthcare market. The Company's loan notes held in TFT SPV No. 6 Ltd are held at fair value on which an uplift adjustment of £9.1m was recognised in the year.

Future Outlook

The directors expect continued demand for short-term capital solutions in the NHS-linked healthcare market in 2026/27. RX Bridge will continue to support the Group’s strategic ambition to lead in healthcare ecosystems, underpinned by ongoing investment in digital workflows and real-time credit infrastructure.

RX BRIDGE LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
- 2 -
Principal Risks and Uncertainties

Financial services is a competitive sector and there are a number of risks and uncertainties which could have an impact on the company's performance and could cause future results to differ substantially from historical performance. The principal risks for our company 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 and short terms: RX Bridge deploys active monitoring systems across its product portfolio areas and take action to reduce exposures where necessary.

Liquidity risk

The company finances its portfolio via senior and mezzanine debt facilities from major European Banks and reputable global credit funds.

The company maintains sufficient headroom in these funding lines to meet its current and projected funding needs.

The company is profitable and continues to enjoy the support of its shareholders.

 

Interest rate risk

All client funding programmes entered by the company 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.

 

On behalf of the board

SWL Miles
Director
29 September 2026
RX BRIDGE LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MARCH 2026
- 3 -

The directors present their annual report and financial statements for the year ended 31 March 2026.

Principal activities

The principal activity of the company continued to be that of the provision of embedded working capital finance to UK based pharmacies and dental practices.

Results and dividends

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.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

MRA Spiteri
OMH Bonavero
ML Coxhead
SWL Miles
J Dickie
Statement of directors' responsibilities

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

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have 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 directors must not approve the financial statements unless they are 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:

The directors are 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. They are 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.

Statement of disclosure to auditor

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.

RX BRIDGE LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
- 4 -
On behalf of the board
SWL Miles
Director
29 September 2026
RX BRIDGE LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF RX BRIDGE LIMITED
- 5 -
Opinion

We have audited the financial statements of RX Bridge Limited (the 'company') for the year ended 31 March 2026 which comprise the profit and loss account, the statement of comprehensive income, the balance sheet, the statement of changes in equity 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).

In our opinion the financial statements:

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 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.

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.

Opinions on other matters prescribed by the Companies Act 2006

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

RX BRIDGE LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF RX BRIDGE LIMITED (CONTINUED)
- 6 -
Matters on which we are required to report by exception

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

 

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

Responsibilities of directors

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 either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

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.

RX BRIDGE LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF RX BRIDGE LIMITED (CONTINUED)
- 7 -

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.

 

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.

 

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;

- 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 Companies Act 2006 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 actual, suspected and alleged fraud;

considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations;

 

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;

- 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;

- reading the minutes of meetings of those charged with governance;

- enquiring of management as to actual and potential litigation and claims;

- reviewing correspondence with HMRC, relevant regulators and the company’s legal advisors;

 

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.

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.

RX BRIDGE LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF RX BRIDGE LIMITED (CONTINUED)
- 8 -
Richard Wilch FCCA (Senior Statutory Auditor)
For and on behalf of Cottons Accountants LLP, Statutory Auditor
Accountants
Chestnut Field House
Chestnut Field
Rugby
Warwickshire
CV21 2PD
United Kingdom
29 September 2026
RX BRIDGE LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2026
- 9 -
2026
2025
£
£
Profit for the year
8,429,160
1,527,900
Other comprehensive income
-
-
Total comprehensive income for the year
8,429,160
1,527,900
RX BRIDGE LIMITED
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 MARCH 2026
- 10 -
2026
2025
Notes
£
£
Turnover
3
15,106,432
18,168,116
Cost of sales
(9,980,676)
(13,044,172)
Gross profit
5,125,756
5,123,944
Administrative expenses
(3,001,441)
(3,086,744)
Operating profit
2,124,315
2,037,200
Movement in fair value of financial assets
5
9,114,566
-
Profit before taxation
11,238,881
2,037,200
Tax on profit
6
(2,809,721)
(509,300)
Profit for the financial year
8,429,160
1,527,900

The profit and loss account has been prepared on the basis that all operations are continuing operations.

RX BRIDGE LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2026
- 11 -
Share capital
Share premium account
Profit and loss reserves
Total
£
£
£
£
Balance at 1 April 2024
26,444
556,074
3,665,094
4,247,612
Year ended 31 March 2025:
Profit and total comprehensive income
-
-
1,527,900
1,527,900
Balance at 31 March 2025
26,444
556,074
5,192,994
5,775,512
Year ended 31 March 2026:
Profit and total comprehensive income
-
-
8,429,160
8,429,160
Balance at 31 March 2026
26,444
556,074
13,622,154
14,204,672
RX BRIDGE LIMITED
BALANCE SHEET
AS AT
31 MARCH 2026
31 March 2026
- 12 -
2026
2025
Notes
£
£
£
£
Current assets
Debtors
7
39,821,954
28,857,721
Cash at bank and in hand
399,208
276,510
40,221,162
29,134,231
Creditors: amounts falling due within one year
8
(23,737,848)
(23,358,719)
Net current assets
16,483,314
5,775,512
Provisions for liabilities
Deferred tax liability
9
2,278,642
-
0
(2,278,642)
-
Net assets
14,204,672
5,775,512
Capital and reserves
Called up share capital
10
26,444
26,444
Share premium account
11
556,074
556,074
Profit and loss reserves
12
13,622,154
5,192,994
Total equity
14,204,672
5,775,512
The financial statements were approved by the board of directors and authorised for issue on 29 September 2026 and are signed on its behalf by:
SWL Miles
Director
Company Registration No. 09972799
RX BRIDGE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
- 13 -
1
Accounting policies
Company information

RX Bridge Limited is a private company limited by shares incorporated in England and Wales. The registered office is 8 Bloomsbury Street, London, WC1B 3SR.

1.1
Basis of preparation

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.

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:

 

 

The financial statements of the company are consolidated in the financial statements of Tradebridge Financial Technologies Limited. These consolidated financial statements are available from its registered office, 8 Bloomsbury Street, London, WC1B 3SR.

1.2
Going concern

Atruet the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

1.3
Revenue

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:

 

RX BRIDGE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
1
Accounting policies
(Continued)
- 14 -
1.4
Cash and cash equivalents

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.

1.5
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Fair value measurement of financial instruments

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.

Basic financial assets

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

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.

Impairment of financial assets

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 the asset’s original effective 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.

RX BRIDGE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
1
Accounting policies
(Continued)
- 15 -
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 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.

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 company after deducting all of its liabilities.

Basic financial 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.

Other financial liabilities

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.

Derecognition of financial liabilities

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

1.6
Equity instruments

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.

1.7
Taxation

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

RX BRIDGE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
1
Accounting policies
(Continued)
- 16 -
Current 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

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.

1.8
Foreign exchange

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.

2
Judgements and key sources of estimation uncertainty

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

 

Specifically, 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.

3
Turnover

All turnover is derived from the principal activity of the Company.

 

RX BRIDGE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
- 17 -
4
Employees

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

2026
2025
Number
Number
5
5
5
Movement in fair value of financial assets
2026
2025
£
£
Fair value gains/(losses) on financial instruments
Gain on financial assets held at fair value through profit or loss
9,114,566
-
0
6
Taxation
2026
2025
£
£
Current tax
UK corporation tax on profits for the current period
531,079
509,300
Deferred tax
Origination and reversal of timing differences
2,278,642
-
0
Total tax charge
2,809,721
509,300

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:

2026
2025
£
£
Profit before taxation
11,238,881
2,037,200
Expected tax charge based on the standard rate of corporation tax in the UK of 25% (2025: 25%)
2,809,721
509,300
Effects of:
Taxation charge per the financial statements
2,809,721
509,300
RX BRIDGE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
- 18 -
7
Debtors
2026
2025
Amounts falling due within one year:
£
£
Trade debtors
20,965,857
13,896,804
Amounts owed by group undertakings
4,904,778
7,497,093
Other debtors
-
0
5,948,710
Prepayments and accrued income
186,032
1,515,114
26,056,667
28,857,721
2026
2025
Amounts falling due after more than one year:
£
£
Other debtors
13,765,287
-
0
Total debtors
39,821,954
28,857,721

Other debtors due more than 1 year represent loan notes subscribed in TFT SPV No. 6 Limited which are held at fair value. The loan notes have a revolving period ending in January 2028 and mature in January 2029. There are no fixed repayment periods. Interest income of £102,538 (2025: £nil) has been recognised as profit and loss at the rate of 5% + SONIA per annum.

There was a fair value uplift of £9,114,566 (2025: £nil) in the year, resulting in a total loan note value of £13,765,287. The loan notes carrying value would be £4,650,721 had there been no revaluation in the year.

The fair value was obtained by calculating the net present value of estimated future cash flows, using a discount rate of 8.75%. It was assumed that cash flows relating to future profits in TFT SPV No. 6 Limited would be extracted at the end of the revolving period, when the loan notes are expected to be repaid.

 

8
Creditors: amounts falling due within one year
2026
2025
£
£
Amounts owed to group undertakings
22,701,427
23,337,719
Other creditors
979,421
-
0
Accruals and deferred income
57,000
21,000
23,737,848
23,358,719
RX BRIDGE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
- 19 -
9
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the company:

Liabilities
Liabilities
2026
2025
Balances:
£
£
Revaluations
2,278,642
-
2026
Movements in the year:
£
Liability at 1 April 2025
-
Charge to profit or loss
2,278,642
Liability at 31 March 2026
2,278,642

The deferred tax liability set out above is expected to reverse within 24 months and relates to the revaluation of loan notes that are expected to mature within the period stated.

10
Share capital
2026
2025
2026
2025
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
24,221
24,221
24,221
24,221
Ordinary B shares of £1 each
2,223
2,223
2,223
2,223
26,444
26,444
26,444
26,444

Each ordinary share has full rights in the company with respect to voting, dividends and distributions.

 

Each ordinary B shares has full rights in the company with respect to dividend and distributions. Each share carries 1/20th of one vote.

11
Share premium account

The share premium account arose upon allotment of both Ordinary and Ordinary B shares on 1st August 2023.

12
Profit and loss reserves

Profit and loss reserves represent cumulative profits and losses, net of distributions, and include unrealised fair value gains of £6,835,924 (net of deferred tax) which are not distributable.

13
Contingent liabilities

The Company has an intercompany guarantee in respect of the bank facilities of the Company with WTB UK SPV No 1 Ltd, WTB SPV No 2 Ltd, WTB SPV No 3 Ltd and Tradebridge Financial Technologies Limited.

RX BRIDGE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
- 20 -
14
Related party transactions

The company is not required to disclose transactions with other members of the group in which the company is a part on the basis that the entity is a wholly owned subsidiary of the parent of the group as stated in section 33 of FRS 102.

 

Disclosable transactions and balances in addition to those noted above are as follows:

 

During the year, interest was received from TFT SPV No. 6 Limited totalling £102,538 (2025: £0) in respect of the Junior Loan notes held by the company.

15
Ultimate controlling party

The company's immediate parent is Tradebridge Financial Technologies Limited, incorporated in England and Wales.

In the opinion of the directors, there is no ultimate controlling party.

16
Auditor's liability limitation agreement

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 25 September 2026. Liability is limited to the lesser of 20 times the audit fee and £860,000 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 2026.

 

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.

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