The director presents the strategic report for the year ended 31 December 2024.

The results of the company show an operating loss of £58k (2023: £34k) for the year and post-tax profits of £1.5k (2023: £1.5k).

As detailed in note 15, on the 17th of January 2025, the loan book was fully redeemed and the Class A and Class B noteholders were repaid in full. As a consequence, the trading activity of the company has been suspended temporarily, whilst a commercial review is undertaken.

The directors and senior staff members are constantly monitoring the risks to which the company is exposed to and regularly meet to consider how best to manage and mitigate any potential threats that have arisen or are expected to arise.

The company summarises the principal risks and uncertainties as follows:

Credit risk

As the company operates in the lending market, credit risk is considered a key risk. All potential loans are thoroughly checked and reviewed before being approved. The underwriting and compliance department are responsible for vetting the borrowers.

Once approved the borrowers are subject to a thorough process of ongoing monitoring by the credit control department to ensure all amounts due are received as and when expected.

Interest rate risk

Management monitor the interest rate risk of the company by ensuring the funds provided by third parties are lent to viable borrowers at interest rates that will lead to a strong profit margin whilst enabling the company to cover all associated costs and generate profits.

Liquidity risk

The company ensures that there are always sufficient liquid funds to settle financial obligations as and when they are due. This includes a contingency fund to attend to any unforeseen additional liabilities that may arise.

Operational risk

The company ensures there are controls in place, wherever possible, to mitigate any operational risk which may arise from inadequate or failed internal processes, people or systems. The risk is further mitigated by regular external audit and compliance visits.

Loan Book

The company’s loan book represents the amount its customers have borrowed. An increase in the loan book results in a rise in revenue. The amount borrowed at the end of the year has fallen by £143m from £199m to £56m.

Turnover

The turnover of the company is derived from loan interest receivable from the loan book. The company's turnover has fallen by £1.2m from £19.3m to £18.1m.

Future developments

As detailed in note 15, the company is currently undertaking a commercial review. As at the time of approval of these accounts, this review remains ongoing.

Going concern

Whilst the commercial review remains ongoing, the company has received confirmation from its parent company, to provide financial support as needed, to settle debts as they fall due for at least a period of 12 months from the date of approval of these financial statements.

On behalf of the board

The director presents his annual report and financial statements for the year ended 31 December 2024.

EarthAve Bridging Limited (the "Company") was incorporated in England and Wales as a private limited company with the registered number of 13181834.

The sole principal activity of the Company is to issue Loan Notes in order to raise finance under the terms of a securitisation transaction to acquire a portfolio of bridging loans for residential mortgages. The activities of the Company are managed in accordance with the securitisation transaction documents.

The results for the year are set out on page 8.

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

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

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), including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 director is required to:

• select suitable accounting policies and then apply them consistently;

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

• 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.

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.

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.

This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.

We have audited the financial statements of EarthAve Bridging Limited (the 'company') for the year ended 31 December 2024 which comprise 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:

• give a true and fair view of the state of the company's affairs as at 31 December 2024 and of its profit for the year then ended;

• have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

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

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 director's 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 director 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 director is 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:

• the information given in the strategic report and the director's report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

• the strategic report and the director's 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 material misstatements in the strategic report or the director's 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:

• 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 director's remuneration specified by law are not made; or

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

As explained more fully in the director's responsibilities statement, the director is 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 director determines 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 director is 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 director either intends 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.

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.

Discussions with and enquiries of management and those charged with governance were held with a view to identifying those laws and regulations that could be expected to have a material impact on the financial statements. During the engagement team briefing, the outcomes of these discussions and enquiries were shared with the team, as well as consideration as to where and how fraud may occur in the entity.

Those laws and regulations, which were identified as being of significance to the entity, considered to have a direct effect on the financial statements include UK financial reporting standards, Company Law, tax legislation, and distributable profits legislation.

Audit procedures undertaken in response to the potential risks relating to irregularities (which include fraud and non-compliance with laws and regulations) comprised of: enquiries of management and those charged with governance as to whether the entity complies with such laws and regulations; enquiries with the same concerning any actual or potential litigation or claims; testing the appropriateness of journal entries; and the performance of analytical review to identify unexpected movements in account balances which may be indicative of fraud.

No instances of material non-compliance were identified. However, the likelihood of detecting irregularities, including fraud, is limited by the inherent difficulty in detecting irregularities, the effectiveness of the entity’s controls, and the nature, timing and extent of the audit procedures performed. Irregularities that result from fraud may be inherently more difficult to detect than irregularities that result from error. As explained above, there is an unavoidable risk that material misstatements may not be detected, even though the audit has been planned and performed in accordance with ISAs (UK).

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Use of our report

This report is made solely to the company's member 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 member those matters we are required to state to the member 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 member, for our audit work, for this report, or for the opinions we have formed.

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

EarthAve Bridging Limited is a private company limited by shares incorporated in England and Wales. The registered office is 2nd Floor, 314 Regents Park Road, Finchley, London, N3 2JX. The principal place of business is 46 Hertford Street, Mayfair, London, W1J 7DP.

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:

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

The financial statements of the company are consolidated in the financial statements of PSR Equities Limited. These consolidated financial statements are available from its registered office.

The financial statements include the following prior year adjustments:

1. To reduce interest payable to group undertakings, included in cost of sales by £1,141,020 in the profit and loss account and decrease the amounts owed to group undertakings.

2. To reduce the deferred purchase price (DPP) credit, included in cost of sales by £1,141,020 in the profit and loss account and increase the loan notes creditor.

3. To reduce the amount owed to group undertakings due within one year by £397,888, the loans from group undertakings due over one year by £2,654,928 and increase the loan notes creditor by £3,052,816.

As detailed in the Strategic Report and in note 15, events after the balance sheet date, the company is currently undertaking a commercial review. true

Whilst the commercial review remains ongoing, the company has received confirmation from its parent company, to provide financial support as needed, to settle debts as they fall due for at least a period of 12 months from the date of approval of these financial statements.

Based on the above, the Directors concluded that the Company will continue its operations for at least the next 12 months from the date of the approval of these financial statements and that the preparation of these financial statements under the going concern basis is appropriate.

Turnover represents interest receivable on loans advanced to customers. Turnover is recognised at the fair value of the consideration received or receivable for services provided and interest receivable in the normal course of business. The turnover of the company is not subject to VAT.

Interest receivable is recognised at amortised cost using the effective interest method. The effective interest method is a method of calculating the amortised cost of a financial asset and allocating the interest income over the relevant period. The effective interest rate (EIR) is the rate that exactly discounts estimated future cash flows through the expected life, or contractual term if shorter, of the financial asset to the net carrying amount of the financial asset. When calculating the EIR, the company estimates cash flows considering all contractual terms of the financial instruments, but does not include an expectation for future credit losses.

Cash and cash equivalents are basic financial assets and include deposits held at call with banks.

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

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

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

Basic financial assets, which include debtors and cash at bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Financial 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.

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.

Basic financial liabilities, including creditors and loan notes 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. Pursuant to the Loan Note Facility Agreement, the Class C Notes noteholder is required to bear a deferred purchase price adjustment to the annual result of the company to allow the company to report a profit before taxation of £2,000.  This is in accordance with agreed taxable profit reporting requirements for the company.

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.

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.

The tax expense for the financial year comprises of current tax. The Company is within the permanent regime for taxation of securitisation companies, under which they are taxed by reference to their contractually retained profits (to the extent that they are realised). Taxable profits under the permanent regime will normally equal the contractual profit as defined by the original transaction documentation. Consequently, neither current tax nor deferred tax will be affected by any fair value gains or losses arising on derivatives and other financial instruments.

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.

All turnover arises in the United Kingdom.

Interest payable and similar charges are included in cost of sales. During the year, interest payable and similar charges on loan notes was £19,941,583 (2023: £22,911,655). Interest payable on loans from group undertakings was £nil (2023: £nil). The deferred purchase price adjustment credit of £1,882,638 (2023: £3,902,310) is also included in cost of sales.

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

No remuneration was paid to the directors in current and prior years.

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:

The Company falls within the permanent tax regime for securitisation companies. The director is satisfied that the Company meets the definition of a ‘securitisation Company’ as defined by both The Finance Act 2005 and subsequent secondary legislation and that no incremental unfunded tax liabilities will arise.

The bridge loans receivable, both within one year and after more than one year are secured to the borrowers' properties.

On 4 November 2021, the Company issued various classes of loan notes pursuant to the Loan Note Facility Agreement.

Class A Loan Notes are unlisted. Class B and C Loan Notes are listed on the Vienna MTF, a multilateral trading facility operated by Wiener Börse AG.

The class C Loan Notes noteholder is PSR Equities Limited, the Company's parent undertaking. Therefore, class C Loan Notes are presented as Loans from group undertakings.

The Class C Notes noteholder has undertaken that it shall retain, on an ongoing basis, a material net economic interest of not less than 5% in the transaction and such interest will comprise it holding Class C Loan Notes with a Loan Note Principal Amount Outstanding of no less than 5% of the nominal amount of the Mortgage Loan Portfolio held by the Company from time to time.

The loan notes are limited recourse obligations of the Company. The right of recourse of the lenders under the respective agreements are only in respect of the assets of the Company. If the assets of the Company are insufficient to make all payments which are due to the lenders under the respective agreements, neither the lenders nor any persons acting of their behalf shall be entitled to take any further steps against the Company to recover any further sums and the Company’s liability for any sums still unpaid shall be extinguished.

The independent Security Agent and Security Trustee holds a fixed charge over all assets of the Company for the benefit of the noteholders as Secured Parties per the trust deed.

On the 17th of January 2025, the loan book was fully redeemed and the balances due to third party noteholders were repaid in full. As a consequence, the trading activity of the company has been suspended temporarily, whilst a commercial review is undertaken.

The company has taken advantage of the exemption provided in FRS 102 from disclosing transactions with members of the same group that are wholly owned.

The immediate and ultimate parent undertaking and the smallest and largest group to consolidate these financial statements is PSR Equities Limited, which prepares group financial statements. The registered office of PSR Equities Limited is 2nd Floor, 314 Regents Park Road, Finchley, London, N3 2JX.

The ultimate beneficial owner is Mr P S Raja.