ACCOUNTS - Final Accounts

Operating loss

The operating loss is stated after charging:

Registered number: 11918958

BRYDG LTD

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MAY 2025

BRYDG LTD

COMPANY INFORMATION

Directors	D D Bendavid
	P P Matthews (appointed 5 December 2024)


Registered number	11918958


Registered office	Third Floor Rear
	70-72 Jermyn Street
	London
	England
	SW1Y 6NY


Independent auditors	Harris & Trotter LLP
	Chartered Accountants
	101 New Cavendish Street
	1st Floor South
	London
	W1W 6XH

BRYDG LTD

CONTENTS

	Page
Group Strategic Report	1 - 2
Directors' Report	3 - 4
Independent Auditors' Report	5 - 8
Consolidated Statement of Comprehensive Income	9
Consolidated Statement of Financial Position	10
Company Statement of Financial Position	11
Consolidated Statement of Changes in Equity	12
Company Statement of Changes in Equity	13
Consolidated Statement of Cash Flows	14
Consolidated Analysis of Net Debt	15
Notes to the Financial Statements	16 - 32

BRYDG LTD

GROUP STRATEGIC REPORT

FOR THE YEAR ENDED 31 MAY 2025

Introduction

The directors present their Group Strategic Report for the year ended 31 May 2025. The Group comprises Brydg Ltd and its subsidiaries, Brydg Capital Ltd, Brydg Services Ltd, Brydg Finance No.1 Limited, Brydg Inc and Brydg Capital Americas LLC.

Business review

The directors report year on year improvements in interest receivable for the year ended 31 May 2025. Interest receivable has increased by 22%. The group made profit in the year in amount of £262,433 compared to the prior year loss of £298,422.

Principal risks and uncertainties

The Group remains exposed to certain risks, primarily related to macroeconomic factors and the specific nature of its lending activities. While the Group has successfully navigated past challenges through proactive risk management, it is important to acknowledge the ongoing uncertainties.

The Board are acutely aware of the competitive environment in the markets in which the Group operates, specifically within the property financing and lending sector. To safeguard and enhance its market position, the Group continuously invests in the design and development of new products, strategic relationships and tailors services to meet evolving customer expectations and to both retain and expand its customer base.

Breaches of Cyber and information security present reputational and marketing 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;
• use of external consultants to undertake regular penetration testing;

Fraud risk, including the risk of misrepresentation by borrowers or third parties and internal fraud, is an inherent risk within the Group's lending activities. The Group manages this through:
• robust due diligence and verification processes applied at origination;
• defined authorisation and segregation of duties across transaction approval and vendor management workflows;
• ongoing monitoring of loan performance and borrower conduct;
• specific training of all personnel commensurate with their roles; and
• a clear whistleblowing policy accessible to all personnel.

Foreign exchange risk remains minimal, as the majority of loans are denominated in British pounds sterling, aligning with the Group's funding sources. Any exceptions are underwritten with a pre-agreed repayment currency, which presents a manageable risk.

As a service orientated Group, retaining and motivating skilled personnel at all levels of the organisation, is key to the long-term success of the Group. The Board are proud of the minimal staff turnover achieved by:
• offering hybrid work from home policy;
• open door policy across the Group and at all levels of seniority;
• regular performance discussions;
• ensuring pay and benefits are competitive; and
• ensuring a Board member has responsibility for employment engagement.

Page 1

BRYDG LTD

GROUP STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 MAY 2025

Financial key performance indicators

The Group's continued utilisation of established funding lines has maintained the Groups ability to fund a wide range of lending criteria. We have had added £58m of net agreed funding to our loan book which includes both repeat customers as well as new customers. Loans that have redeemed during the period have met our profit expectations (average 3%). Collectively this has positively impacted the overall financial health of the business.

Other key performance indicators

The Group has maintained relationships with its broker network and has increased lending capacity in Europe. This expansion has increased business volume and diversified the client base. Operational expenses have remained relatively stable, reflecting the Group's efficient cost management. The ongoing investment in research and development for the proprietary software aligns with the Group's strategic objectives and has resulted in successful feature launches

This report was approved by the board on 4 August 2026 and signed on its behalf.

P P Matthews

Director

Page 2

BRYDG LTD

DIRECTORS' REPORT

FOR THE YEAR ENDED 31 MAY 2025

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

Directors' responsibilities statement

The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 the Group and of the profit or loss of the Group for that period.

In preparing these financial statements, the directors are required to:

∙select suitable accounting policies for the Group'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 Group 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 the Group 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 the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Results and dividends

The profit for the year, after taxation, amounted to £262,433 (2024 - loss £298,422).

No dividends have been declared or paid in the year.

Directors

The directors who served during the year were:

D D Bendavid

P P Matthews (appointed 5 December 2024)

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:

∙so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and

∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information.

Page 3

BRYDG LTD

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 MAY 2025

Auditors

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 4 August 2026 and signed on its behalf.

P P Matthews

Director

Page 4

BRYDG LTD

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BRYDG LTD

Opinion

We have audited the financial statements of Brydg Ltd (the 'Parent Company') and its subsidiaries (the 'Group') for the year ended 31 May 2025, which comprise the Consolidated Statement of Comprehensive Income, the , the Consolidated Statement of Financial Position, the Company Statement of Financial Position, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company 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 our opinion the financial statements:

∙give a true and fair view of the state of the Group's and of the Parent Company's affairs as at 31 May 2025 and of the Group's 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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Group 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 Group's or the Parent 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.

Page 5

BRYDG LTD

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BRYDG LTD (CONTINUED)

Other information

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.

Opinion on other matters 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 Group Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

∙the Group Strategic Report and the Directors' Report have 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 Group and the Parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group 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:

∙adequate accounting records have not been kept by the Parent Company, or returns adequate for our audit have not been received from branches not visited by us; or

∙the Parent Company 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.

Page 6

BRYDG LTD

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BRYDG LTD (CONTINUED)

Responsibilities of directors

As explained more fully in the Directors' Responsibilities Statement 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 Group's and the Parent 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 Group or the Parent Company or to cease operations, or have no realistic alternative but to do so.

Auditors' 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 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 Group 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:

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

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 Group 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.

Page 7

BRYDG LTD

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BRYDG LTD (CONTINUED)

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 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.

Stephen Haffner (Senior Statutory Auditor)

for and on behalf of

Harris & Trotter LLP

Chartered Accountants

101 New Cavendish Street

1st Floor South

London

W1W 6XH

4 August 2026

Page 8

BRYDG LTD

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 MAY 2025

	2025	2024
Note	£	£


Turnover	3	5,674,925	7,860,599
Cost of sales		(4,089,839)	(8,345,541)
Gross profit/(loss)		1,585,086	(484,942)
Administrative expenses		(1,906,822)	(2,608,783)
Other operating income	4	(123,092)	117,003
Operating loss	5	(444,828)	(2,976,722)
Interest receivable and similar income	8	27,806,033	23,499,097
Interest payable and similar expenses		(27,098,772)	(20,820,797)
Profit/(loss) before taxation		262,433	(298,422)
Profit/(loss) for the financial year		262,433	(298,422)


Total comprehensive income for the year		262,433	(298,422)

Profit/(loss) for the year attributable to:
Owners of the Company	262,433	(298,422)
	262,433	(298,422)

Total comprehensive income for the year attributable to:
Owners of the Company	262,433	(298,422)
	262,433	(298,422)

The notes on pages 16 to 32 form part of these financial statements.

Page 9

BRYDG LTD

REGISTERED NUMBER: 11918958

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 31 MAY 2025

		2025		2024
Note		£		£

Fixed assets
Intangible assets	11		739,858		755,604
			739,858		755,604
Current assets
Debtors due after more than 1 year	13	68,092,063		23,930,319
Debtors due within 1 year	13	112,945,328		151,555,809
Cash at bank and in hand	14	23,595,429		13,154,862
		204,632,820		188,640,990
Creditors: amounts falling due within one year	15	(174,861,209)		(156,568,536)
Net current assets			29,771,611		32,072,454
Total assets less current liabilities			30,511,469		32,828,058
Creditors: amounts falling due after more than one year	16		(30,496,371)		(33,075,393)

			15,098		(247,335)
Net assets/(liabilities)			15,098		(247,335)

Capital and reserves
Called up share capital	19	102	102
Profit and loss account	20	14,996	(247,437)
Equity attributable to owners of the Parent Company		15,098	(247,335)
		15,098	(247,335)

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 4 August 2026.

P P Matthews

Director

The notes on pages 16 to 32 form part of these financial statements.

Page 10

BRYDG LTD

REGISTERED NUMBER: 11918958

COMPANY STATEMENT OF FINANCIAL POSITION

AS AT 31 MAY 2025

		2025		2024
Note		£		£

Fixed assets
Investments	12		101		101
			101		101
Current assets
Debtors: amounts falling due within one year	13	1,442,543		1,455,077
Cash at bank and in hand	14	102		102
		1,442,645		1,455,179
Creditors: amounts falling due within one year	15	(1,055,178)		(1,055,178)
Net current assets			387,467		400,001
Total assets less current liabilities			387,568		400,102

Creditors: amounts falling due after more than one year	16		(400,000)		(400,000)

Net assets excluding pension asset			(12,432)		102
Net (liabilities)/assets			(12,432)		102

Capital and reserves
Called up share capital	19		102		102
Loss/(profit) for the year		(12,534)		-
Profit and loss account carried forward			(12,534)		-
			(12,432)		102

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 4 August 2026.

P P Matthews

Director

The notes on pages 16 to 32 form part of these financial statements.

Page 11

BRYDG LTD

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 MAY 2025

	Called up share capital	Profit and loss account	Equity attributable to owners of parent Company	Total equity
	£	£	£	£
At 1 June 2023	102	50,985	51,087	51,087
Comprehensive income for the year
Loss for the year	-	(298,422)	(298,422)	(298,422)
Total comprehensive income for the year	-	(298,422)	(298,422)	(298,422)

At 1 June 2024	102	(247,437)	(247,335)	(247,335)
Comprehensive income for the year
Profit for the year	-	262,433	262,433	262,433
At 31 May 2025	102	14,996	15,098	15,098

The notes on pages 16 to 32 form part of these financial statements.

Page 12

BRYDG LTD

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 MAY 2025

	Called up share capital	Profit and loss account	Total equity
	£	£	£
At 1 June 2023	102	-	102
Profit for the year	-	-	-

At 1 June 2024	102	-	102
Comprehensive income for the year
Loss for the year	-	(12,534)	(12,534)
At 31 May 2025	102	(12,534)	(12,432)

The notes on pages 16 to 32 form part of these financial statements.

Page 13

BRYDG LTD

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 MAY 2025

			2025	2024
			£	£

Cash flows from operating activities
Profit/(loss) for the financial year	262,433	(298,422)
Adjustments for:
Amortisation of intangible assets	342,974	320,907
Interest paid	27,098,772	20,820,797
Interest received	(27,735,184)	(22,597,685)
(Increase) in debtors	(5,550,526)	(12,261,667)
(Increase)/decrease in amounts owed by groups	(740)	784,628
Increase in creditors	10,878,698	13,327,126
(Decrease) in amounts owed to groups	(18,000)	(941,064)
Corporation tax received/(paid)	-	(128,746)
Foreign exchange and other costs	-	15,595
Net cash generated from operating activities	5,278,427	(958,531)

Cash flows from investing activities
Purchase of intangible fixed assets	(327,228)	(407,500)
Interest received	27,735,184	22,597,685
Net cash from investing activities	27,407,956	22,190,185
Cash flows from financing activities
Other new loans	4,852,991	6,683,730
Interest paid	(27,098,772)	(20,820,797)
Net cash used in financing activities	(22,245,781)	(14,137,067)
Net increase in cash and cash equivalents	10,440,602	7,094,587
Cash and cash equivalents at beginning of year	13,154,827	6,060,240
Cash and cash equivalents at the end of year	23,595,429	13,154,827

Cash and cash equivalents at the end of year comprise:
Cash at bank and in hand	23,595,429	13,154,862
Bank overdrafts	-	(35)
	23,595,429	13,154,827

The notes on pages 16 to 32 form part of these financial statements.

Page 14

BRYDG LTD

CONSOLIDATED ANALYSIS OF NET DEBT

FOR THE YEAR ENDED 31 MAY 2025


At 1 June 2024	Cash flows	At 31 May 2025
£	£	£

Cash at bank and in hand	13,154,862	10,440,567	23,595,429
Bank overdrafts	(35)	35	-
Debt due after 1 year	(32,393,990)	9,702,414	(22,691,576)
Debt due within 1 year	(119,829,503)	(14,556,971)	(134,386,474)
	(139,068,666)	5,586,045	(133,482,621)

The notes on pages 16 to 32 form part of these financial statements.

Page 15

BRYDG LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MAY 2025

1.	General information

Brydg Ltd (the "Company") is a private company incorporated, domiciled and registered in England and Wales in the UK. The registered number is 11918958 and the registered address is Third Floor Rear, 70-72 Jermyn Street, London, United Kingdom, SW1Y 6NY.

The principal activity of the company is that of property financing and lending.

2.Accounting policies

2.1

Basis of preparation of financial statements

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 Group management to exercise judgment in applying the Group's accounting policies.

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.

The following principal accounting policies have been applied:

2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.

The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Statement of Financial Position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.

In accordance with the transitional exemption available in FRS 102, the Group has chosen not to retrospectively apply the standard to business combinations that occurred before the date of transition to FRS 102, being 01 June 2022.

The Group has two subsidiaries, Brydg Inc. and Brydg Capital Americas LLC that are not included in the consolidation as they are not yet trading and are not considered material to the Group’s financial statements.

Page 16

BRYDG LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MAY 2025

2.Accounting policies (continued)

2.3

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Consolidated Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

Page 17

BRYDG LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MAY 2025

2.Accounting policies (continued)

2.4

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Sale of goods

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:

∙the Group has transferred the significant risks and rewards of ownership to the buyer;

∙the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;

∙the amount of revenue can be measured reliably;

∙it is probable that the Group will receive the consideration due under the transaction; and

∙the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:

∙the amount of revenue can be measured reliably;

∙it is probable that the Group will receive the consideration due under the contract;

∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and

∙the costs incurred and the costs to complete the contract can be measured reliably.

Interest income

Revenue from loans advanced to customers is recognised over the period of the agreement.

Exit, Extension, Arrangement and Administration fees

For loans issued in the year ended 31 May 2024 and going forward, revenue from these fees is recognized over the loan term in line with the associated service period. Previously, such fees were recognized in full at loan inception. The revised treatment has not been applied retrospectively to prior-period loans due to the complexity of restating historical transactions.

2.5

Interest income

Interest income is recognised in profit or loss using the effective interest method.

Page 18

BRYDG LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MAY 2025

2.Accounting policies (continued)

2.6

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

2.7

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

2.8

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Group in independently administered funds.

2.9

Intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

2.10

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Investments in unlisted Group shares, whose market value can be reliably determined, are remeasured to market value at each reporting date. Gains and losses on remeasurement are recognised in the Consolidated Statement of Comprehensive Income for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.

Investments in listed company shares are remeasured to market value at each reporting date. Gains and losses on remeasurement are recognised in profit or loss for the period.

2.11

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

Page 19

BRYDG LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MAY 2025

2.Accounting policies (continued)

2.12

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

2.13

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

Page 20

BRYDG LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MAY 2025

2.Accounting policies (continued)

2.14

Financial instruments

The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the Group's Statement of Financial Position when the Group 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

Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.

Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.

Other financial assets

Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.

Impairment of financial assets

At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. 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.

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

Basic financial liabilities

Page 21

BRYDG LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MAY 2025

2.Accounting policies (continued)

2.14

Financial instruments (continued)

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 Group after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other creditors, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.

Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.

Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

Other financial instruments

Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss.

Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy.

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Group transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Group will continue to recognise the value of the portion of the risks and rewards retained.

Derecognition of financial liabilities

Financial liabilities are derecognised when the Group's contractual obligations expire or are discharged or cancelled.

Page 22

BRYDG LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MAY 2025

2.Accounting policies (continued)

Turnover

An analysis of turnover by class of business is as follows:
	2025	2024
	£	£

Exit Fees	1,400,294	2,729,638
Arrangement Fees	2,720,625	3,841,602
Administration, Servicing and Valuation Fees	520,532	299,097
Extension, Legal and Commitment Fees	990,783	881,881
Management Charges Receivable	42,691	108,381
	5,674,925	7,860,599

Geographical analysis of turnover

The Group’s turnover of £5,674,925 and other interest receivable of £27,806,033 arise from lending and related activities. An analysis of turnover and other interest by the geographical location of customers is as follows:

United Kingdom: £17,106,807
Europe: £10,045,159
Other regions: £6,328,992

The above analysis is based on the jurisdiction of the underlying borrowers.

4.	Other operating income
		2025	2024
		£	£

Other operating income	-	131,970
Foreign exchange difference - gain	(123,092)	(14,967)
	(123,092)	117,003

Exchange differences

124,286

14,865

Page 23

BRYDG LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MAY 2025

Fees payable to the Company's auditors for the audit of the consolidated and Parent Company's financial statements

11,785

10,000

7.	Employees
	Staff costs, including directors' remuneration, were as follows:

Cost of defined contribution scheme	1,841	713
	1,841	713

The average monthly number of employees, including the directors, during the year was as follows:

	Group	Group	Company	Company
	2025	2024	2025	2024
	No.	No.	No.	No.

Directors	2	2	2	1

8.	Interest receivable
		2025	2024
		£	£

	Other interest receivable	27,806,033	23,499,097
		27,806,033	23,499,097

9.	Interest payable and similar expenses
		2025	2024
		£	£

	Other loan interest payable	27,098,772	20,820,797
		27,098,772	20,820,797

Page 24

BRYDG LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MAY 2025



Total current tax	-	-

Profit/(loss) on ordinary activities before tax

262,433

(298,422)

Profit/(loss) on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%)	26,035	(74,606)
Effects of:
Expenses not deductible for tax purposes, other than goodwill amortisation and impairment	-	39,713
Unrelieved tax losses carried forward	(26,035)	34,893
Total tax charge for the year	-	-

Factors that may affect future tax charges

There were no factors that may affect future tax charges.

Page 25

BRYDG LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MAY 2025

11.	Intangible assets
	Group and Company

		Computer software
		£
	Cost
	At 1 June 2024	1,664,807
	Additions	327,228
	At 31 May 2025	1,992,035
	Amortisation
	At 1 June 2024	909,203
	Charge for the year on owned assets	342,974
	At 31 May 2025	1,252,177
	Net book value
	At 31 May 2025	739,858
	At 31 May 2024	755,604

Page 26

BRYDG LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MAY 2025

12.	Fixed asset investments

	Company

		Investments in subsidiary companies
		£
	Cost or valuation
	At 1 June 2024	101
	At 31 May 2025	101

Subsidiary undertakings
The following were subsidiary undertakings of the Company:
Name	Registered office	Class of shares	Holding

Brydg Services Limited	Third Floor Rear, 70-72 Jermyn Street, London, United Kingdom, SW1Y 6NY	Ordinary	100%
Brydg Finance No.1 Limited	Third Floor Rear, 70-72 Jermyn Street, London, United Kingdom, SW1Y 6NY	Ordinary	100%
Brydg Capital Limited	Third Floor Rear, 70-72 Jermyn Street, London, United Kingdom, SW1Y 6NY	Ordinary	100%

Page 27

BRYDG LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MAY 2025

Subsidiary undertakings (continued)

	The aggregate of the share capital and reserves as at 31 May 2025 and the profit or loss for the year ended on that date for the subsidiary undertakings was as follows:
	Name	Profit/(Loss)
		£

	Brydg Services Limited	(729,064)
	Brydg Finance No.1 Limited	(244,557)
	Brydg Capital Limited	1,001,252

Page 28

BRYDG LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MAY 2025

13.	Debtors
		Group	Group	Company	Company
		2025	2024	2025	2024
		£	£	£	£

Due after more than one year
Trade debtors	59,806,704	22,065,331	-	-
Amounts owed by group undertakings	2,435	1,694	-	-
Other debtors	1,096,748	1,024,071	-	-
Prepayments and accrued income	7,186,176	839,223	-	-
	68,092,063	23,930,319	-	-

Group	Group	Company	Company
2025	2024	2025	2024
£	£	£	£

Due within one year
Trade debtors	75,867,598	116,611,739	-	-
Amounts owed by group undertakings	-	-	1,442,543	1,455,077
Other debtors	55,892	42,312	-	-
Prepayments and accrued income	37,021,838	34,901,758	-	-
	112,945,328	151,555,809	1,442,543	1,455,077

14.	Cash and cash equivalents
		Group	Group	Company	Company
		2025	2024	2025	2024
		£	£	£	£

Cash at bank and in hand	23,595,429	13,154,862	102	102
Less: bank overdrafts	-	(35)	-	-
	23,595,429	13,154,827	102	102

Page 29

BRYDG LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MAY 2025

15.	Creditors: Amounts falling due within one year
		Group	Group	Company	Company
		2025	2024	2025	2024
		£	£	£	£

Bank overdrafts	-	35	-	-
Other loans	134,384,795	119,829,390	1,055,178	1,055,178
Trade creditors	507,950	604,596	-	-
Other taxation and social security	5,299	2,925	-	-
Other creditors	1,135,812	1,006,808	-	-
Accruals and deferred income	38,827,353	35,124,782	-	-
	174,861,209	156,568,536	1,055,178	1,055,178

16.	Creditors: Amounts falling due after more than one year
		Group	Group	Company	Company
		2025	2024	2025	2024
		£	£	£	£

Other loans	22,691,576	32,393,990	-	-
Amounts owed to group undertakings	-	18,000	-	-
Other creditors	450,917	400,001	400,000	400,000
Accruals and deferred income	7,353,878	263,402	-	-
	30,496,371	33,075,393	400,000	400,000

Page 30

BRYDG LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MAY 2025

17.	Loans
	Analysis of the maturity of loans is given below:
		Group	Group	Company	Company
		2025	2024	2025	2024
		£	£	£	£

Amounts falling due within one year
Other loans	134,384,795	119,829,390	1,055,178	1,055,178
	134,384,795	119,829,390	1,055,178	1,055,178
Amounts falling due 1-2 years
Other loans	20,626,823	30,150,631	-	-
	20,626,823	30,150,631	-	-
Amounts falling due 2-5 years
Other loans	352,835	352,835	-	-
	352,835	352,835	-	-
Amounts falling due after more than 5 years
Other loans	1,711,918	1,890,524	-	-
	1,711,918	1,890,524	-	-
	157,076,371	152,223,380	1,055,178	1,055,178

18.	Financial instruments
		Group	Group	Company	Company
		2025	2024	2025	2024
		£	£	£	£

	Financial assets
	Financial assets measured at fair value through profit or loss	23,595,429	13,154,862	102	102

Financial assets measured at fair value through profit or loss comprise cash at bank.

Page 31

BRYDG LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MAY 2025

19.	Share capital
		2025	2024
		£	£

Allotted, called up and fully paid

102 (2024 - 102) Ordinary shares of £1.00 each	102	102

20.

Reserves

Profit and loss account

The profit and loss reserve comprises of the current and previous years retained profits and losses. This is a fully distributable reserve.

21.	Pension commitments

The Group operates a defined contribution scheme. The pension cost charge for the period represents contributions payable by the Group to the scheme and amounted to £1,841 (2024: £713)

22.	Related party transactions
	FRS 102 does not require disclosure of transactions entered into between two or more members of a group, provided that any subsidiary which is a party to the transaction is wholly owned by such a member.

23.	Post balance sheet events

There were no significant events after the reporting period.

24.	Controlling party

The ultimate controlling party of the group is Qismat Trust, a charity incorporated in England.

Page 32