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Registered number:
FOR THE PERIOD ENDED 28 FEBRUARY 2026
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BG LENDING PLC
COMPANY INFORMATION
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BG LENDING PLC
CONTENTS
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BG LENDING PLC
STRATEGIC REPORT
FOR THE PERIOD ENDED 28 FEBRUARY 2026
The directors present the strategic report of BG Lending PLC (the “Company”) for the period ended 28 February 2026. This is the first set of statutory accounts prepared by the Company since its incorporation.
BG Lending PLC was established as a specialist lender providing short-term real estate-backed bridging and development finance, with a focus on borrowers and underlying security located across the United Kingdom and Continental Europe. The Company commenced trading during the period and, as such, no prior year comparatives are presented.
The directors are pleased to report the following key financial highlights for the period: The Company generated turnover of £250,485 in its inaugural reporting period, derived from a combination of fee income generated on origination and management of facilities. Cost of sales of £605,653 produced a gross loss of £355,168. The interest income earned from the loan portofolio was £1,444,198 and interest payable to investors was £794,811. After administrative costs of £227,673, the Company recorded an operating profit of £66,547 and a profit after taxation of £49,902. The loan portfolio at the period end comprised a diversified book of borrower exposures across multiple jurisdictions and currencies, funded by a combination of senior investor facilities and intercompany support from related entities within the wider group. The Company maintains operational accounts in Sterling, Euro, US Dollars and Swiss Franc to facilitate its cross-border lending activity and to align funding with the underlying currency of each facility. The directors consider the results for the period to represent a satisfactory start to the Company’s trading history, demonstrating the successful establishment of an operating platform, the deployment of capital into income-generating assets, and the achievement of profitability in the first reporting period.
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BG LENDING PLC
STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 28 FEBRUARY 2026
As a newly established lender, the Company is exposed to a range of risks inherent to the specialist real estate finance sector, principally related to macroeconomic conditions and the specific nature of its lending activities. While the directors are satisfied that the Company has been positioned to manage these risks through prudent underwriting standards and active portfolio management, it is important to acknowledge the uncertainties that remain.
The directors are conscious of the competitive environment in the markets in which the Company operates, particularly within the property financing and bridging lending sector. To establish and protect the Company’s position, the directors continue to invest in strategic relationships with introducers, brokers and institutional partners, and tailor lending solutions to meet the requirements of borrowers and the expectations of investors. Credit risk arising from borrower default is mitigated through the Company’s underwriting framework, which includes professional valuations, legal due diligence, and the taking of first-ranking security over the underlying real estate assets. Loan-to-value covenants and structured exit arrangements are applied on a deal-by-deal basis. Breaches of cyber and information security present operational and reputational risks which are mitigated by: • specific training of all personnel commensurate with their roles; • systems designed to deliver security analytics, detection, prevention and threat visibility; and • use of external consultants to undertake regular penetration testing. Foreign exchange risk is managed by aligning the funding currency of each facility with the currency of the underlying loan asset, such that material currency exposures are matched at facility level. Residual exposure arising from fee income and cash held in operational accounts is monitored on an ongoing basis. Liquidity risk is managed through the maintenance of cash balances across the Company’s operating accounts and through coordinated funding arrangements with investors. As a service-oriented business, recruiting, retaining and motivating skilled personnel at all levels of the organisation is recognised as fundamental to the long-term success of the Company. The directors are committed to building a stable team and to this end have implemented: • a hybrid working policy; • an open door policy across all levels of seniority; • regular performance discussions; • competitive pay and benefits; and • director-level accountability for employee engagement.
As this is the first reporting period of the Company, comparative key performance indicators are not yet available. The directors will, going forward, monitor the growth and quality of the loan portfolio, gross margin, and profitability as the principal financial measures of performance. These indicators reflect the Company’s capacity to expand its lending operations and to generate sustainable returns from its underwriting activities.
Key non-financial performance indicators include the number of new borrower relationships established, the diversification of the loan book by geography and asset type, and the maintenance of strong working relationships with introducers and investors.
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BG LENDING PLC
STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 28 FEBRUARY 2026
This report was approved by the board on 29 May 2026 and signed on its behalf.
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BG LENDING PLC
DIRECTORS' REPORT
FOR THE PERIOD ENDED 28 FEBRUARY 2026
The directors present their report and the financial statements for the period ended 28 February 2026.
The directors who served during the period were:
The directors are responsible for preparing the Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the Company's financial statements and then apply them consistently;
∙make judgments 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 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 to 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.
The profit for the period, after taxation, amounted to £49,902.
No ordinary dividends were declared or paid during the year, and the directors have resolved not to recommend the payment of a final dividend.
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BG LENDING PLC
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 28 FEBRUARY 2026
The auditors, Harris & Trotter LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board on 29 May 2026 and signed on its behalf.
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BG LENDING PLC
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BG LENDING PLC
We have audited the financial statements of BG Lending Plc (the 'Company') for the period ended 28 February 2026, which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity and the related notes, including a summary of 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 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.
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BG LENDING PLC
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BG LENDING PLC (CONTINUED)
The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' 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.
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 period 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 material misstatements in the Strategic Report or the Directors' Report.
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BG LENDING PLC
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BG LENDING PLC (CONTINUED)
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 Auditors' 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:
The objectives of our audit are to identify and assess the risks of material misstatement of the financial statements due to fraud or error; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud or error; and to respond appropriately to those risks. Owing to the inherent limitations of an audit, there is an unavoidable risk that material misstatements in the financial statements may not be detected, even though the audit is properly planned and performed in accordance with the ISAs (UK).
In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non compliance with laws and regulations, our procedures included the following: • We obtained an understanding of the legal and regulatory frameworks applicable to the Company and the industry in which it operates. We determined that the following laws and regulations were most significant: FRS 102 and the Companies Act 2006. • We obtained an understanding of how the Company is complying with those legal and regulatory frameworks by making enquiries of management. • We challenged assumptions and judgments made by management in its significant accounting estimates. We did not identify any key audit matters relating to irregularities, including fraud.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' Report.
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BG LENDING PLC
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BG LENDING PLC (CONTINUED)
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 Auditors' 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.
for and on behalf of
Chartered Accountants
Registered Auditors
101 New Cavendish Street
1st Floor South
W1W 6XH
29 May 2026
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BG LENDING PLC
STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 28 FEBRUARY 2026
Page 10
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BG LENDING PLC
REGISTERED NUMBER: 16058790
STATEMENT OF FINANCIAL POSITION
AS AT 28 FEBRUARY 2026
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BG LENDING PLC
REGISTERED NUMBER: 16058790
STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 28 FEBRUARY 2026
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 29 May 2026.
The notes on pages 14 to 22 form part of these financial statements.
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BG LENDING PLC
STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 28 FEBRUARY 2026
Page 13
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BG LENDING PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 28 FEBRUARY 2026
BG Lending PLC is a private company, limited by shares incorporated in England and Wales (registered number: 16058790). The registered office address and principal place of business of the company is 32-33 St. James's Place, First Floor, London, England, SW1A 1NR The principal activity of the company is that of property financing and lending.
2.Accounting policies
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3).
The following principal accounting policies have been applied:
In assessing the ability of the company to operate as a going concern, management have evaluated
current and forecasted operational results, and the solvency of the company. As a result, the directors consider it appropriate to prepare the financial statements on a going concern basis.
Functional and presentation currency
Transactions and balances
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BG LENDING PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 28 FEBRUARY 2026
2.Accounting policies (continued)
Revenue from loans advanced to customers is recognised over the period of the agreement. Exit & extension fees Revenue from these sources are recognised from the inception of the loan agreement. Arrangement and administration fees Revenue from arrangement and administration fees are recognised in accordance with the terms and conditions of each loan agreement.
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BG LENDING PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 28 FEBRUARY 2026
2.Accounting policies (continued)
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BG LENDING PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 28 FEBRUARY 2026
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 if the revisions affect only that period, or in the period of the revisions and future periods if the revision affects both current and future periods. The key sources of estimation uncertainty that have a significant effect on the amounts recognised in the financial statements are described below. Recoverability and impairment of current assets. The determination of whether there are indicators of impairment of the company's current assets and determination of the recoverability of amounts owed by third party and intercompany requires judgement in order to consider the fair value and any need for impairment.
Analysis of turnover by country of destination:
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BG LENDING PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 28 FEBRUARY 2026
Page 18
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BG LENDING PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 28 FEBRUARY 2026
There were no factors that may affect future tax charges.
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BG LENDING PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 28 FEBRUARY 2026
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BG LENDING PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 28 FEBRUARY 2026
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BG LENDING PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 28 FEBRUARY 2026
The company has issued 12,500 ordinary shares of £1 each during the period.
Profit and loss account
The ultimate controlling party is BG International Finances S.a.r.l. incorporated in Luxembourg.
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