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Registration number: 03021266

B S G Limited
Annual Report and Financial Statements
for the Year Ended 31 December 2025

B S G Limited

Contents

Company Information | 1
Directors' Report | 2
Statement of Directors' Responsibilities | 3
Independent Auditor's Report | 4 to 7
Profit and Loss Account | 8
Balance Sheet | 9
Statement of Changes in Equity | 10
Notes to the Financial Statements | 11 to 16

B S G Limited

Company Information

Directors | Dr S Al-Shamma Dr H Gordon Mr P G McCauley Dr A J Morris

Registered office | 3 St Andrews Place London England NW1 4LB

Solicitors | Druces LLP Salisbury House London Wall London EC2M 5PS

Auditor | Moore Kingston Smith LLP 6th Floor 9 Appold Street London EC2A 2AP

B S G Limited

Directors' Report for the Year Ended 31 December 2025

The directors present their report and the financial statements for the year ended 31 December 2025.

Incorporation

The company was incorporated on 13 February 1995 and commenced trading on 1 July 1995.

Directors of the company

The directors who held office during the year were as follows:

Dr S Al-Shamma (appointed 26 June 2025)

Dr H Gordon

Mr P G McCauley

Dr A J Morris

Prof H Steed (ceased 26 June 2025)

No director received any remuneration for services as a director (2024 - £nil). The directors hold no beneficial interest in the ordinary share capital of the company.

Principal activity

The principal activity of the company is conducting scientific meetings on behalf of the British Society of Gastroenterology (BSG), a registered charity (Charity Registration No. 1149074)

Charitable contributions

£457,772 gift aid is payable to British Society of Gastroenterology for the year (2024 - £207,034).

Disclosure of information to the auditor

Each director has taken steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditor is unaware.

Small companies provision statement

This report has been prepared in accordance with the special provisions relating to companies subject to the small companies regime within Part 15 of the Companies Act 2006.

Approved and authorised by the Board on 21 June 2026 and signed on its behalf by:

......................................... Dr H Gordon Director

B S G Limited

Statement of Directors' Responsibilities

The directors acknowledge their responsibilities 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:

• | select suitable accounting policies and apply them consistently;

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

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

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

The 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.

B S G Limited

Independent Auditor's Report to the Members of B S G Limited

Opinion

We have audited the financial statements of B S G Limited (the 'company') for the year ended 31 December 2025, which comprise the Profit and Loss Account, Balance Sheet, 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 FRS 102 Section 1A '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 2025 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 United Kingdom, including the Financial Reporting Council’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 there is 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.

B S G Limited

Independent Auditor's Report to the Members of B S G Limited (continued)

We have nothing to report in this regard.

Opinions on other matter prescribed by the Companies Act 2006

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

• | the information given in the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

• | the Directors' Report has been prepared in accordance with applicable legal requirements.

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 Directors' Report.

We have nothing to report in respect of the following matters where 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 directors' remuneration specified by law are not made; or
• | we have not received all the information and explanations we require for our audit; or
• | the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies’ exemptions in preparing the Directors’ Report and from the requirement to prepare a strategic report.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page 3, 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 aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with ISAs (UK) we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

B S G Limited

Independent Auditor's Report to the Members of B S G Limited (continued)

• | Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• | Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control.

• | Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.

• | Conclude on the appropriateness of the directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the company to cease to continue as a going concern.

• | Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.
The objectives of our audit in respect of fraud, are; to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses to those assessed risks; and to respond appropriately to instances of fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both management and those charged with governance of the company.

B S G Limited

Independent Auditor's Report to the Members of B S G Limited (continued)

Our approach was as follows:

• | We obtained an understanding of the legal and regulatory requirements applicable to the company and considered that the most significant are the Companies Act 2006, UK financial reporting standards as issued by the Financial Reporting Council, and UK taxation legislation.
• | We obtained an understanding of how the company complies with these requirements by discussions with management and those charged with governance.
• | We assessed the risk of material misstatement of the financial statements, including the risk of material misstatement due to fraud and how it might occur, by holding discussions with management and those charged with governance.
• | We inquired of management and those charged with governance as to any known instances of non-compliance or suspected non-compliance with laws and regulations.

• | Based on this understanding, we designed specific appropriate audit procedures to identify instances of non-compliance with laws and regulations. This included making enquiries of management and those charged with governance and obtaining additional corroborative evidence as required.

There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through 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 for no purpose other than to draw to the attention of the company’s members those matters which we are required to include in an auditor’s report addressed to them. To the fullest extent permitted by law, we do not accept or assume responsibility to any party other than the company and the company’s members as a body, for our work, for this report, or for the opinions we have formed.

......................................
Adam Fullerton (Senior Statutory Auditor)
For and on behalf of Moore Kingston Smith LLP, Statutory Auditor
6th Floor
9 Appold Street
London
EC2A 2AP

3 July 2026

B S G Limited

Profit and Loss Account for the Year Ended 31 December 2025

| Note | 2025 £ | 2024 £
Turnover |  | 2,432,845 | 2,077,989
Cost of sales |  | (1,959,385) | (1,834,622)
Gross profit |  | 473,460 | 243,367
Administrative expenses |  | (19,461) | (39,823)
Operating profit |  | 453,999 | 203,544
Other interest receivable and similar income |  | 3,773 | 3,490
Profit before tax |  | 457,772 | 207,034
Profit for the financial year |  | 457,772 | 207,034

B S G Limited

(Registration number: 03021266)
Balance Sheet as at 31 December 2025

| Note | 2025 £ | 2024 £
Current assets |  |  |
Debtors | 6 | 235,767 | 414,765
Cash at bank and in hand |  | 543,579 | 156,552
|  | 779,346 | 571,317
Creditors: Amounts falling due within one year | 7 | (779,345) | (571,316)
Net assets |  | 1 | 1
Capital and reserves |  |  |
Called up share capital | 8 | 1 | 1
Shareholders' funds |  | 1 | 1

These financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and FRS 102 ‘The Financial Reporting Standard Applicable in the UK and Republic of Ireland’.

Approved and authorised by the Board on 21 June 2026 and signed on its behalf by:

......................................... Dr H Gordon Director

B S G Limited

Statement of Changes in Equity for the Year Ended 31 December 2025

| Share capital £ | Retained earnings £ | Total £
At 1 January 2025 | 1 | - | 1
Profit for the year | - | 457,772 | 457,772
Gift Aid donation to the British Society of Gastroenterology | - | (457,772) | (457,772)
At 31 December 2025 | 1 | - | 1

| Share capital £ | Retained earnings £ | Total £
At 1 January 2024 | 1 | - | 1
Profit for the year | - | 207,034 | 207,034
Gift Aid donation to the British Society of Gastroenterology | - | (207,034) | (207,034)
At 31 December 2024 | 1 | - | 1

B S G Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

1 | General information

The company is a private company limited by share capital, incorporated in England & Wales. The company is a wholly owned subsidiary of the British Society of Gastroenterology, a charitable company (Charity Registration Number 1149074).

The address of its registered office is:
3 St Andrews Place
London
NW1 4LB
England

These financial statements were authorised for issue by the Board on 21 June 2026.

2 | Accounting policies

Summary of significant accounting policies and key accounting estimates

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

Statement of compliance

These financial statements have been prepared in accordance with Financial Reporting Standard 102 Section 1A smaller entities - 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland' and the Companies Act 2006 (as applicable to companies subject to the small companies' regime).

Basis of preparation

These financial statements have been prepared using the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value.
The financial statements are prepared in sterling and are rounded to the nearest pound.

B S G Limited

Notes to the Financial Statements for the Year Ended 31 December 2025 (continued)

2 | Accounting policies (continued)

Judgements

Preparation of the financial statements requires the directors to make significant judgements and estimates. The items in the financial statements where these judgements and estimates have been made include:
- the basis for determining recharges of staff time from the parent charity; and
- estimated future cash flows for the purpose of determining going concern.

Assessment of going concern

The directors have assessed whether the use of the going concern assumption is appropriate in preparing these financial statements. The directors have made this assessment in respect to a period of one year from the date of approval of these financial statements.
The directors have concluded that there are no material uncertainties related to events or conditions that may cast significant doubt on the ability of the company to continue as a going concern. The directors are of the opinion, based on available information at the date of approval of the financial statements that the company will have sufficient resources, including support from BSG if required, to meet its liabilities as they fall due. They therefore do not believe that there are concerns regarding the company’s ability to continue as a going concern.

Revenue recognition

Turnover derives from the one principal activity of the company arising in the UK, and represents invoiced conference and exhibition fees net of value added tax. Revenue is recognised when these services are provided, the amount of revenue can be measured reliably and it is probable that the economic benefits associated with the transaction will flow to the company. Where income is received in advance of this provision of services, it is held on the statement of financial position as deferred income and released in the period in which services are provided.

Expenditure recognition

Liabilities are recognised as expenditure as soon as there is a legal or constructive obligation committing the company to make a payment to a third party, it is probable that a transfer of economic benefits will be required in settlement and the amount of the obligation can be measured reliably. All expenditure is accounted for on an accruals basis and excludes recoverable VAT. Expenditure comprises the direct costs associated with the delivery of the company’s services as well as general administrative support costs.

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.

B S G Limited

Notes to the Financial Statements for the Year Ended 31 December 2025 (continued)

2 | Accounting policies (continued)

Cash flow

The financial statements do not include a cash flow statement because the company, as a small reporting entity, is exempt from the requirement to prepare such a statement under Financial Reporting Standard 102 Section 1A.

Trade debtors

Trade and other debtors are initially recognised at the transaction price and thereafter stated at amortised cost using the effective interest method, less impairment losses for bad and doubtful debts except where the effect of discounting would be immaterial. In such cases, the receivables are stated at cost less impairment losses for bad and doubtful debts.

Trade creditors

Trade and other creditors are initially recognised at the transaction price and are thereafter stated at amortised cost using the effective interest method unless the effect of discounting would be immaterial, in which case they are stated at cost.

3 | Auditor's remuneration

| 2025 £ | 2024 £
Audit of the financial statements | 5,763 | 5,500

4 | Staff numbers

The average number of persons employed by the company (including directors) during the year, was 4 (2024 - 4).

B S G Limited

Notes to the Financial Statements for the Year Ended 31 December 2025 (continued)

4 | Staff numbers (continued)

| 4.1 | Staff costs and remuneration of key management personnel

The company's directors are not remunerated for their services and the company has no other employees. Its day-to-day operations are conducted by the employees of the parent charity British Society of Gastroenterology (BSG). During the year ended 31 December 2025, staff costs of £91,907 (2024: £87,418) were recharged by BSG to the company.
The directors consider that they, together with the Chief Executive Officer, the Chief Operating Officer (new post for 2025), the Head of Marketing & Communications, the Head of Committee Services, the Head of Digital and the Head of Projects (new post for 2025) of the parent charity, BSG, comprise the key management personnel of the company in charge of directing and controlling, running and operating the company on a day-to-day basis.
The total remuneration (including taxable benefits and employer's pension contributions) of the key management personnel for the year (as settled by BSG) was £466,858 (2024 - £328,494).
No remuneration was paid to the directors during the year to 31 December 2025 (2024 - none).

| 5 | Taxation

Taxable profits in the year ended 31 December 2025 were reduced to £nil (2024: £nil) as a result of a gift aid donation to the British Society of Gastroenterology. No provision for deferred taxation is made as no timing differences between accounting profits and profits assessable to tax have arisen.

6 | Debtors

Current | 2025 £ | 2024 £
Prepayments | 93,210 | 268,697
Other debtors | 142,557 | 146,068
| 235,767 | 414,765

Included within the above are prepayments of £59,968 (2024: £38,360) relating to deposits paid for venue hire in 2027 and 2028 is therefore a debtor balance falling due in over one year.

B S G Limited

Notes to the Financial Statements for the Year Ended 31 December 2025 (continued)

7 | Creditors

Creditors: amounts falling due within one year

| 2025 £ | 2024 £
Due within one year |  |
Trade creditors | - | 92,033
Accruals | 36,096 | 100,031
Amounts owed to group undertakings | 592,368 | 228,502
Loans and borrowings | 150,000 | 150,000
Other payables | 881 | 750
| 779,345 | 571,316

8 | Share capital

Allotted, called up and fully paid shares

| 2025 | 2024
| No. | £ | No. | £
Ordinary of £1 each | 1 | 1 | 1 | 1

9 | Financial commitments, guarantees and contingencies

Amounts not provided for in the balance sheet

The total amount of financial commitments not included in the balance sheet is £736,397 (2024 - £874,594). In order to secure venue bookings for future Annual Conferences the company has entered into venue hire contracts for 2025 through to 2028. Under these contracts the company is committed to paying venue hire costs of £349,049 within the next 12 months and £387,348 in 2 to 5 years.

B S G Limited

Notes to the Financial Statements for the Year Ended 31 December 2025 (continued)

10 | Parent and ultimate parent undertaking

The company is controlled by and is a wholly owned subsidiary of the British Society of Gastroenterology, a charitable company (Charity Registration Number 1149074). It is a Company Limited by Guarantee incorporated in the UK, Company Registration Number 08124892, registered office 3 St Andrews Place, Regent’s Park, London NW1 4LB, (its ultimate parent undertaking).
The financial statements do not include disclosure of transactions between the British Society of Gastroenterology and BSG Limited. As a 100% controlled subsidiary undertaking, BSG Limited is exempt from the requirement to disclose such transactions under section 33.1A of FRS 102.
There were no further related party transactions during the financial year (2024 - none).
The company's immediate parent is The British Society of Gastroenterology, incorporated in England & Wales.