REGISTERED NUMBER: 15309888 (England and Wales)

BPG Commercial Limited

Financial Statements

for the Year Ended 31 December 2025

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

3

DIRECTOR:

P T Southall

REGISTERED OFFICE:

31 Homer Road

Solihull

B91 3LT

REGISTERED NUMBER:

15309888 (England and Wales)

AUDITORS:

UHY Hacker Young (Birmingham) LLP

Statutory Auditor

9-11 Vittoria Street

Birmingham

B1 3ND

FIXED ASSETS

Investment property

3

2,175

550

CURRENT ASSETS

Debtors

4

57

14

Cash at bank

46

14

103

28

CREDITORS

Amounts falling due within one year

5

2,381

604

NET CURRENT LIABILITIES

(2,278

)

(576

)

TOTAL ASSETS LESS CURRENT LIABILITIES

(103

)

(26

)

CREDITORS

Amounts falling due after more than one year

6

837

-

NET LIABILITIES

(940

)

(26

)

CAPITAL AND RESERVES

Called up share capital

9

-

-

Non-distributable reserve

(615

)

-

Retained earnings

(325

)

(26

)

SHAREHOLDERS' FUNDS

(940

)

(26

)

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

In accordance with Section 444 of the Companies Act 2006, the Profit and Loss Account has not been delivered.

The financial statements were approved by the director and authorised for issue on 3 June 2026 and were signed by:

P T Southall - Director

1.	ACCOUNTING POLICIES

Basis of preparing the financial statements

BPG Commercial Limited (the “Company”) is a company limited by shares and incorporated and domiciled in England in the UK. The registered number is 15309888 and the registered address is 31 Homer Road, Solihull, England, B91 3LT.

These financial statements were prepared in accordance with Section 1A of FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (UK Generally Accepted Accounting Practice applicable to Small Entities). The presentation currency of these financial statements is sterling. All amounts in the financial statements have been rounded to the nearest £1,000.

The accounting policies set out below have, unless otherwise stated, been applied consistently to all periods presented in these financial statements.

Turnover

Turnover consists of sale of inventory and rental income. Turnover is recognised on an accruals basis exclusive of VAT.

Investment property

Investment property is initially recognised at cost. The cost of a purchased investment property comprises its purchase price and any directly attributable expenditure such as legal and brokerage fees, property transfer taxes and other transaction costs. Investment property whose fair value can be measured reliably without undue cost or effort shall be measured at fair value at each reporting date with changes in fair value recognised in profit or loss. No depreciation is provided in respect of investment properties.

Basic financial instruments

Trade and other debtors

Trade and other debtors are recognised initially at transaction price less attributable transaction costs. Subsequent to initial recognition they are measured at amortised cost using the effective interest method, less any impairment losses. If the arrangement constitutes a financing transaction, for example if payment is deferred beyond normal business terms, then it is measured at the present value of future payments discounted at a market rate of instrument for a similar debt instrument.

Trade and other creditors

Trade and other creditors are recognised initially at transaction price plus attributable transaction costs. Subsequent to initial recognition they are measured at amortised cost using the effective interest method. If the arrangement constitutes a financing transaction, for example if payment is deferred beyond normal business terms, then it is measured at the present value of future payments discounted at a market rate of instrument for a similar debt instrument.

Interest-bearing borrowings classified as basic financial instruments

Interest-bearing borrowings are recognised initially at fair value less attributable transaction costs. Subsequent to initial recognition, interest-bearing borrowings are stated at amortised cost using the effective interest method, less any impairment losses.

Taxation

Tax on the profit or loss for the year comprises current and deferred tax. Tax is recognised in the profit and loss account except to the extent that it relates to items recognised directly in equity or other comprehensive income, in which case it is recognised directly in equity or other comprehensive income.

Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantively enacted at the balance sheet date, and any adjustment to tax payable in respect of previous years.

Deferred tax is provided on timing differences which arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in the financial statements. Deferred tax is not recognised on permanent differences arising because certain types of income or expense are non-taxable or are disallowable for tax or because certain tax charges or allowances are greater or smaller than the corresponding income or expense.

Deferred tax is measured at the tax rate that is expected to apply to the reversal of the related difference, using tax rates enacted or substantively enacted at the balance sheet date.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that is it probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Material uncertainty relating to going concern

The directors have considered the appropriateness of adopting the going concern basis in the preparation of these financial statements.

The Company's forecasts and projections, taking into account reasonably plausible downside scenarios, show that the Company should be able to settle its liabilities as they fall due for that period through its own cash reserves.

However, the directors expect to liquidate the company following the sale of its two investment properties, which are expected to be sold during 2026. Therefore the directors consider that there is material uncertainty relating to going concern. No material adjustments have been made to the carrying value of the company's assets or liabilities as a result of this.

Measurement convention

The financial statements are prepared on the historical cost basis.

Impairment excluding stocks and deferred tax assets

Financial assets (including trade and other debtors)

A financial asset not carried at fair value through profit or loss is assessed at each reporting date to determine whether there is objective evidence that it is impaired. A financial asset is impaired if objective evidence indicates that a loss event has occurred after the initial recognition of the asset, and that the loss event had a negative effect on the estimated future cash flows of that asset that can be estimated reliably.

An impairment loss in respect of a financial asset measured at amortised cost is calculated as the difference between its carrying amount and the present value of the estimated future cash flows discounted at the asset’s original effective interest rate. For financial instruments measured at cost less impairment an impairment is calculated as the difference between its carrying amount and the best estimate of the amount that the Company would receive for the asset if it were to be sold at the reporting date. Interest on the impaired asset continues to be recognised through the unwinding of the discount. Impairment losses are recognised in profit or loss. When a subsequent event causes the amount of impairment loss to decrease, the decrease in impairment loss is reversed through profit or loss.

Provisions

A provision is recognised in the balance sheet when the Company has a present legal or constructive obligation as a result of a past event, that can be reliably measured and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are recognised at the best estimate of the amount required to settle the obligation at the reporting date.

Where the Company enters into financial guarantee contracts to guarantee the indebtedness of other companies within its group, the company treats the guarantee contract as a contingent liability until such time as it becomes probable that the company will be required to make a payment under the guarantee.

Cash and cash equivalents

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

Expenses

Interest receivable and interest payable

Interest payable is recognised in profit or loss as it accrues, using the effective interest method.

Other interest receivable and similar income include interest receivable on funds invested.

Interest income and interest payable are recognised in profit or loss as they accrue, using the effective interest method.

2.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was NIL (2024 - NIL).

3.	INVESTMENT PROPERTY

Total

£'000

FAIR VALUE

At 1 January 2025

550

Additions

2,790

Disposals

(550

)

Revaluations

(615

)

At 31 December 2025

2,175

NET BOOK VALUE

At 31 December 2025

2,175

At 31 December 2024

550

Fair value at 31 December 2025 is represented by:

£'000

Valuation in 2025

2,175

The investment property portfolio was valued as at 31 December 2025 by BNP Paribas, resulting in impairment losses of £615,000.

National Westminster Bank PLC has a fixed charge dated 25 March 2025 over the investment property at 158A to 166C (even numbers) Alcester Road, Moseley, Birmingham, B13 8HS.

4.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£'000

£'000

Trade debtors

42

11

Prepayments and accrued income

15

3

57

14

5.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£'000

£'000

Trade creditors

34

-

Amounts owed to group undertakings

2,242

571

VAT

13

4

Other creditors

17

11

Accruals and deferred income

75

18

2,381

604

6.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2025

2024

£'000

£'000

Bank loans - 2-5 years

837

-

7.	SECURED DEBTS

The following secured debts are included within creditors:

2025

2024

£'000

£'000

Bank loans

837

-

Amounts owed to group

2,242

571

3,079

571

National Westminster Bank PLC has a fixed charge dated 25 March 2025 over the investment property at 158A to 166C (even numbers) Alcester Road, Moseley, Birmingham, B13 8HS.

SLC Ltd has a fixed and floating charge dated 10 December 2024 over all property and undertakings of the company.

8.	FINANCIAL INSTRUMENTS

(a) Carrying amount of financial instruments

The carrying amounts of the financial assets and liabilities include:

2025

2024

£'000

£'000

Assets measured at amortised cost

92

28

Liabilities measured at amortised cost

(3,158

(591

)

(b) Fair value

There is no difference between the carrying values and fair values.

9.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2025

2024

value:

£

£

1

Ordinary

£1

1

-

10.	DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

The Report of the Auditors was unqualified.

Jack Wilkinson (Senior Statutory Auditor)

for and on behalf of UHY Hacker Young (Birmingham) LLP

11.	ULTIMATE CONTROLLING PARTY

The Company's immediate holding company is Birmingham Properties Group Limited, a company registered in England and Wales, and the ultimate holding company is BPG Holdings Limited, a company registered in the Isle of Man. The Company's ultimate controlling parties are the Trustees of The Nantes Trust.