Company registration number 03754069 (England and Wales)
BE SHAPING THE FUTURE MANAGEMENT CONSULTING LTD
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
BE SHAPING THE FUTURE MANAGEMENT CONSULTING LTD
COMPANY INFORMATION
Directors
C Achermann
C Cornini
S Achermann
C Cardwell
A Angrisani
J Martin-Barbadillo
(Appointed 4 February 2025)
Secretary
Pirola Pennuto Zei & Associati UK Limited
Company number
03754069
Registered office
3rd Floor
60 Moorgate
London
EC2R 6EL
Auditor
Alliotts LLP
Manfield House
1 Southampton Street
London
WC2R 0LR
BE SHAPING THE FUTURE MANAGEMENT CONSULTING LTD
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3 - 4
Independent auditor's report
5 - 8
Income statement
9
Statement of comprehensive income
10
Statement of financial position
11
Statement of changes in equity
12
Notes to the financial statements
13 - 25
BE SHAPING THE FUTURE MANAGEMENT CONSULTING LTD
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 1 -
The directors present the strategic report for the year ended 31 December 2024.
Review of the business
Be Shaping The Future Management Consulting Ltd ('The Company') is an international business and technology consulting firm with a focus on the financial services industry. It has a specific know-how in the area of Cards and Payments, Banking, Capital Markets, Finance and Risk Management.
Principal risks and uncertainties
The Company operates in business environments in which several risks and uncertainties exist. Whilst it is not possible to eliminate these risks and uncertainties completely, management at all levels work to identify and mitigate risks as far as it is possible.
Business Risks
Technology
The markets in which the Company operates are characterised by rapid technological change, including the development of generative artificial intelligence, changes in client requirements, frequent product and service introductions, employing new technologies, and the emergence of new industry standards and practices that could render consultants' knowledge and services obsolete.
While this presents the Company with continuous new opportunities, it also represents a potential downside if know-how is not constantly updated. In order to mitigate this risk, the Company continually invests in the training of its employees, exploring and anticipating technological changes. This allows the Company to proactively guide clients in navigating emerging challenges.
Whilst there can be no guarantee that the Company will evolve in line with the market changes, the current knowledge investment programme recognises and mitigates this challenge.
Competition
The UK consulting industry is very competitive, with many other companies operating in the financial services advisory sector. There can be no guarantee that the Company's existing competitors or new entrants to the market will not bring superior services to the market, or equivalent products at a lower price.
These competitive risks are mitigated by maintaining a specialist service offering, with a strategic focus on expanding the recurring revenue base from retained clients as well as creating new revenue streams by diversifying the Company's client base. The Company's continuous training and development programmes help ensure consultants provided the best possible service to clients.
New client acquisition, retention of existing clients and adequate level of profitability
The Company's future success depends on its ability to increase sales of consulting services to existing and new clients whilst controlling costs. This enables the Company to maintain a level of profitability that ensures adequate returns and allows new investments in recruitment and growth as well as returns to shareholders.
These risks are mitigated by tracking project and client profitability to support the Company's management to make data driven business decisions. Additionally, there are sales and margin incentive models in place across various levels of management in the Company to encourage revenue growth, operational efficiency and alignment with strategic objectives.
Financial risks
The Company is exposed to financial risk through its financial assets and liabilities. The most important components of financial risk relevant to the Company are liquidity and cash flow risks and credit risk.
BE SHAPING THE FUTURE MANAGEMENT CONSULTING LTD
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 2 -
Principal risks and uncertainties
Liquidity and cashflow
Liquidity risk is managed through continuous monitoring cash flow forecasts. This ensures that the Company has adequate funds to support its short and medium term, cash obligations. This is helped by the Company's ability to obtain or provide group funding on short notice, through various cash pooling agreements with other members in the Group.
Credit risk
Exposure to credit risk is minimised by the focus on long term relationships with reputable clients, major financial institutions, as well as by conducting due diligence on new clients, maintaining strong contractual safeguards, and closely monitoring payment terms and outstanding debts.
Results and performance
The results for the year, as set out on page 9, show a loss on ordinary activities before tax of £55,213 (2023: £1,599,770). Revenues were equal to £8.7m (2023: £8.1m) and gross profit margin was 23.6% (2023: 11.4%). The operating profit was £97,407 (2023: £1,461,353 loss).
Key performance indicators
The directors in assessing the performance of the company for the year consider the key performance indicators to be revenue, gross profit margins and operating profit.
The increase in revenue of £643k (8%) in 2024 compared to 2023 was due to the strategic decision to diversify the client base, reduce discretionary spending and improve staff utilisation despite the difficult market conditions during the year. These factors also resulted in a gross profit increase of £1.1m (124%) and operating profit increase of £1.6m (107%).
Strategy
The Company aims to achieve a profitable position during 2025, leveraging the opportunities offered by being part of a European group and supported by client introductions facilitated by our ultimate shareholders, alongside seeking greater revenues from a diversified client base. The successful onboarding of experienced management has expanded the Company's skill set, business development opportunities, and ability to deliver a broader range of specialist services to clients. The Company continues to invest in the development of relevant capabilities on topics such as Artificial Intelligence and data analytics in order to remain relevant to the market’s demands.
C Cardwell
Director
4 April 2025
BE SHAPING THE FUTURE MANAGEMENT CONSULTING LTD
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 3 -
The directors present their annual report and financial statements for the year ended 31 December 2024.
Principal activities
The principal activity of the company continued to be that of management consultancy.
Branches
The business of the Italian branch, which closed in the year, did not differ substantially in nature from the UK business.
Results and dividends
The results for the year are set out on page 9.
No ordinary dividends were paid. The directors do not recommend payment of a final dividend.
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
C Achermann
C Cornini
S Achermann
C Cardwell
A Angrisani
J Martin-Barbadillo
(Appointed 4 February 2025)
Auditor
In accordance with the company's articles, a resolution proposing that Alliotts LLP be reappointed as auditor of the company will be put at a General Meeting.
Statement of directors' responsibilities
The directors are responsible 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 then apply them consistently;
make judgements and accounting estimates that are reasonable and prudent; 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.
BE SHAPING THE FUTURE MANAGEMENT CONSULTING LTD
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 4 -
Statement of disclosure to auditor
So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.
Medium-sized companies exemption
This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.
On behalf of the board
C Cardwell
Director
4 April 2025
BE SHAPING THE FUTURE MANAGEMENT CONSULTING LTD
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF BE SHAPING THE FUTURE MANAGEMENT CONSULTING LTD
- 5 -
Opinion
We have audited the financial statements of Be Shaping The Future Management Consulting Ltd (the 'company') for the year ended 31 December 2024 which comprise the income statement, the statement of comprehensive income, the statement of financial position, the statement of changes in equity and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
In our opinion the financial statements:
give a true and fair view of the state of the company's affairs as at 31 December 2024 and of its loss 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.
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the 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.
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 this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
the information given in the strategic report and the directors' report for the financial year 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.
BE SHAPING THE FUTURE MANAGEMENT CONSULTING LTD
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF BE SHAPING THE FUTURE MANAGEMENT CONSULTING LTD (CONTINUED)
- 6 -
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 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, 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 remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the directors' responsibilities statement, 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 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.
BE SHAPING THE FUTURE MANAGEMENT CONSULTING LTD
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF BE SHAPING THE FUTURE MANAGEMENT CONSULTING LTD (CONTINUED)
- 7 -
Extent to which the audit was considered capable of detecting irregularities, including fraud
Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:
the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;
we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the management consulting sector;
we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, taxation legislation and data protection, anti-bribery, employment, environmental and health and safety legislation;
we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and
identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.
We assessed the susceptibility of the company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:
making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud;
understanding the design of the company’s remuneration policies.
To address the risk of fraud through management bias and override of controls, we:
performed analytical procedures to identify any unusual or unexpected relationships;
tested journal entries to identify unusual transactions;
assessed whether judgements and assumptions made in determining the accounting estimates set out in note 2 were indicative of potential bias; and
investigated the rationale behind significant or unusual transactions.
In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:
agreeing financial statement disclosures to underlying supporting documentation;
reading the minutes of meetings of those charged with governance;
enquiring of management as to actual and potential litigation and claims; and
reviewing correspondence with HMRC and the company’s legal advisors.
There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.
Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.
Audit response to risks identified
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
BE SHAPING THE FUTURE MANAGEMENT CONSULTING LTD
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF BE SHAPING THE FUTURE MANAGEMENT CONSULTING LTD (CONTINUED)
- 8 -
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 auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.
Christopher Mantel (Senior Statutory Auditor)
For and on behalf of Alliotts LLP, Statutory Auditor
Chartered Accountants
Manfield House
1 Southampton Street
London
WC2R 0LR
4 April 2025
BE SHAPING THE FUTURE MANAGEMENT CONSULTING LTD
INCOME STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 9 -
Continuing
Discontinued
31 December
Continuing
Discontinued
31 December
operations
operations
2024
operations
operations
2023
Notes
£
£
£
£
£
£
Revenue
3
8,721,405
-
8,721,405
8,036,062
42,776
8,078,838
Cost of sales
(6,661,275)
(337)
(6,661,612)
(7,215,406)
54,882
(7,160,524)
Gross profit
2,060,130
(337)
2,059,793
820,656
97,658
918,314
Administrative expenses
(2,064,890)
(393)
(2,065,283)
(2,451,818)
(49,156)
(2,500,974)
Other operating income
17,440
85,457
102,897
526
120,781
121,307
Operating profit/(loss)
4
12,680
84,727
97,407
(1,630,636)
169,283
(1,461,353)
Finance costs
7
(152,620)
(152,620)
(138,417)
(138,417)
Loss before taxation
(139,940)
84,727
(55,213)
(1,769,053)
169,283
(1,599,770)
Tax on loss
8
23,305
23,305
1,220
(49,316)
(48,096)
Loss for the financial year
(116,635)
84,727
(31,908)
(1,767,833)
119,967
(1,647,866)
BE SHAPING THE FUTURE MANAGEMENT CONSULTING LTD
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
- 10 -
2024
2023
£
£
Loss for the year
(31,908)
(1,647,866)
Other comprehensive income
Currency translation loss taken to retained earnings
(132,585)
(20,481)
Total comprehensive income for the year
(164,493)
(1,668,347)
BE SHAPING THE FUTURE MANAGEMENT CONSULTING LTD
STATEMENT OF FINANCIAL POSITION
AS AT
31 DECEMBER 2024
31 December 2024
- 11 -
2024
2023
Notes
£
£
£
£
Non-current assets
Goodwill
10
136,014
272,021
Other intangible assets
10
70,531
139,778
Total intangible assets
206,545
411,799
Property, plant and equipment
11
99,780
117,793
306,325
529,592
Current assets
Trade and other receivables falling due after more than one year
12
169,528
219,091
Trade and other receivables falling due within one year
12
1,518,988
4,502,983
Cash and cash equivalents
1,337,703
876,169
3,026,219
5,598,243
Current liabilities
13
(1,257,838)
(3,878,607)
Net current assets
1,768,381
1,719,636
Total assets less current liabilities
2,074,706
2,249,228
Provisions for liabilities
Deferred tax liability
14
10,029
-
(10,029)
Net assets
2,074,706
2,239,199
Equity
Called up share capital
16
91,898
91,898
Share premium account
1,600,000
1,600,000
Other reserves
1,624,719
1,624,719
Retained earnings
(1,241,911)
(1,077,418)
Total equity
2,074,706
2,239,199
These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.
The financial statements were approved by the board of directors and authorised for issue on 4 April 2025 and are signed on its behalf by:
C Cardwell
Director
Company registration number 03754069 (England and Wales)
BE SHAPING THE FUTURE MANAGEMENT CONSULTING LTD
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 12 -
Share capital
Share premium account
Other reserves
Retained earnings
Total
£
£
£
£
£
Balance at 1 January 2023
91,898
1,600,000
1,624,719
590,929
3,907,546
Year ended 31 December 2023:
Loss
-
-
-
(1,647,866)
(1,647,866)
Other comprehensive income:
Currency translation differences
-
-
-
(20,481)
(20,481)
Total comprehensive income
-
-
-
(1,668,347)
(1,668,347)
Balance at 31 December 2023
91,898
1,600,000
1,624,719
(1,077,418)
2,239,199
Year ended 31 December 2024:
Loss
-
-
-
(31,908)
(31,908)
Other comprehensive income:
Currency translation differences
-
-
-
(132,585)
(132,585)
Total comprehensive income
-
-
-
(164,493)
(164,493)
Balance at 31 December 2024
91,898
1,600,000
1,624,719
(1,241,911)
2,074,706
BE SHAPING THE FUTURE MANAGEMENT CONSULTING LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 13 -
1
Accounting policies
Company information
Be Shaping The Future Management Consulting Ltd is a private company limited by shares incorporated in England and Wales. The registered office is 3rd Floor, 60 Moorgate, London, EC2R 6EL.
1.1
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:
Section 4 ‘Statement of Financial Position’ – Reconciliation of the opening and closing number of shares;
Section 7 ‘Statement of Cash Flows’ – Presentation of a statement of cash flow and related notes and disclosures;
Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues’ – Carrying amounts, interest income/expense and net gains/losses for each category of financial instrument; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;
Section 33 ‘Related Party Disclosures’ – Compensation for key management personnel.
Be Shaping The Future Management Consulting Ltd is a wholly owned subsidiary of Be Shaping the Future Management Consulting S.p.A, a company incorporated in Italy and the results of Be Shaping The Future Management Consulting Ltd are included in the consolidated financial statements of Be Shaping the Future Management Consulting S.p.A which are available from Viale dell'Esparanto 71, Rome, 00144, Italy.
1.2
Going concern
The Company has generated a loss this year of £31,908 (2023: £1,647,866), following the significant losses in the prior year, the directors put in sufficient measures to ensure the Company returned to operating profitability including, but not limited to, increasing existing staff utilisation by reducing the full time employee head count. true
At the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
1.3
Revenue
Revenue is recognised at the fair value of the consideration received or receivable for services provided in the normal course of business, and is shown net of VAT and other sales related taxes.
Revenue from contracts for the provision of professional services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that it is probable will be recovered.
BE SHAPING THE FUTURE MANAGEMENT CONSULTING LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 14 -
1.4
Intangible fixed assets - goodwill
Goodwill represents the cost of acquisition of an incorporated business. The directors believe this more accurately reflects the purpose of acquiring the incorporated business purely for its trade and assets. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 10 years.
For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.
1.5
Intangible fixed assets other than goodwill
Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.
Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.
Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Website
25% on cost
Customers list
12.5% on cost
1.6
Property, plant and equipment
Property, plant and equipment are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Leasehold improvements
Over the length of the lease
Fixtures, fittings & equipment
25% on cost
Computer equipment
50% on cost
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.
1.7
Impairment of non-current assets
At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
BE SHAPING THE FUTURE MANAGEMENT CONSULTING LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 15 -
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
1.8
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
1.9
Financial instruments
The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include trade and other receivables and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Other financial assets
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
BE SHAPING THE FUTURE MANAGEMENT CONSULTING LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 16 -
Impairment of financial assets
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.
Basic financial liabilities
Basic financial liabilities, including trade and other payables, bank loans and loans from fellow group companies are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade payables are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Other financial liabilities
Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.
Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.
Derecognition of financial liabilities
Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.
BE SHAPING THE FUTURE MANAGEMENT CONSULTING LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 17 -
1.10
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
1.11
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
1.12
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or non-current assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
1.13
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.14
Leases
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.
1.15
Foreign exchange
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
BE SHAPING THE FUTURE MANAGEMENT CONSULTING LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 18 -
2
Judgements and key sources of estimation uncertainty
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
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 where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
Amounts due from customer contracts
Amounts due from customers include short term contracts. They are valued by management who assess the stage of completion of each project and the percentage completed.
Key sources of estimation uncertainty
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.
Intangible asset carrying value
The directors have assessed the need to amortise goodwill and customer list in the current period. This assessment includes a review of the carrying value, the useful economic life and impairment review.
The customer list is fixed with regards to the intangible asset as being the customers transferred at the time the asset was created and cannot be added to.
3
Revenue
An analysis of the company's revenue is as follows:
2024
2023
£
£
Revenue analysed by class of business
Professional services
8,721,405
8,078,838
2024
2023
£
£
Revenue analysed by geographical market
UK
8,721,405
8,036,062
Rest of the world
-
42,776
8,721,405
8,078,838
BE SHAPING THE FUTURE MANAGEMENT CONSULTING LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 19 -
4
Operating profit/(loss)
2024
2023
Operating profit/(loss) for the year is stated after charging/(crediting):
£
£
Exchange (gains)/losses
(71,922)
36,472
Fees payable to the company's auditor for the audit of the company's financial statements
22,500
21,250
Depreciation of owned property, plant and equipment
40,954
37,241
(Profit)/loss on disposal of property, plant and equipment
-
213
Amortisation of intangible assets
205,254
204,651
Operating lease charges
240,029
205,144
5
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2024
2023
Number
Number
Directors
1
1
Consultants
54
60
Admin
6
7
Total
61
68
Their aggregate remuneration comprised:
As restated
2024
2023
£
£
Wages and salaries
5,175,954
5,651,536
Social security costs
596,369
665,241
Pension costs
272,296
285,870
6,044,619
6,602,647
The prior year comparative has been restated, recognising a £262,497 reclassification posted between wages and salaries and pension costs. No impact on profit.
BE SHAPING THE FUTURE MANAGEMENT CONSULTING LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 20 -
6
Directors' remuneration
2024
2023
£
£
Remuneration for qualifying services
385,555
613,406
Company pension contributions to defined contribution schemes
9,357
-
394,912
613,406
The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 1 (2023 - 0).
Remuneration disclosed above include the following amounts paid to the highest paid director:
2024
2023
£
£
Remuneration for qualifying services
385,555
583,406
Company pension contributions to defined contribution schemes
9,357
-
7
Finance costs
2024
2023
£
£
Interest payable to group undertakings
152,620
138,417
8
Taxation
2024
2023
£
£
Current tax
Foreign current tax on profits for the current period
49,316
Deferred tax
Origination and reversal of timing differences
(23,305)
(1,220)
Total tax (credit)/charge
(23,305)
48,096
BE SHAPING THE FUTURE MANAGEMENT CONSULTING LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
8
Taxation
(Continued)
- 21 -
The actual (credit)/charge for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:
2024
2023
£
£
Loss before taxation
(55,213)
(1,599,770)
Expected tax credit based on the standard rate of corporation tax in the UK of 25.00% (2023: 23.52%)
(13,803)
(376,266)
Tax effect of expenses that are not deductible in determining taxable profit
1,476
3,308
Tax effect of utilisation of tax losses not previously recognised
(66,012)
(28,408)
Unutilised tax losses carried forward
350,436
Effect of change in corporation tax rate
(71)
Depreciation on assets not qualifying for tax allowances
5,094
2,797
Amortisation on assets not qualifying for tax allowances
49,940
46,984
Effect of overseas tax rates
49,316
Taxation (credit)/charge for the year
(23,305)
48,096
9
Discontinued operations
Italian Branch
During the previous year, the directors made the decision to discontinue operations through its Italy branch as the services previously provided to customers will be provided instead by other group companies. In the year, the branch was legally closed down.
10
Intangible fixed assets
Goodwill
Website
Customers list
Total
£
£
£
£
Cost
At 1 January 2024 and 31 December 2024
3,063,870
20,879
1,234,937
4,319,686
Amortisation and impairment
At 1 January 2024
2,791,849
8,518
1,107,520
3,907,887
Amortisation charged for the year
136,007
5,494
63,753
205,254
At 31 December 2024
2,927,856
14,012
1,171,273
4,113,141
Carrying amount
At 31 December 2024
136,014
6,867
63,664
206,545
At 31 December 2023
272,021
12,361
127,417
411,799
BE SHAPING THE FUTURE MANAGEMENT CONSULTING LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 22 -
11
Property, plant and equipment
Leasehold improvements
Fixtures, fittings & equipment
Computer equipment
Total
£
£
£
£
Cost
At 1 January 2024
101,931
45,353
64,800
212,084
Additions
2,724
20,218
22,942
Disposals
(14,452)
(14,452)
At 31 December 2024
104,655
45,353
70,566
220,574
Depreciation and impairment
At 1 January 2024
11,892
34,881
47,518
94,291
Depreciation charged in the year
20,378
3,463
17,113
40,954
Eliminated in respect of disposals
(14,451)
(14,451)
At 31 December 2024
32,270
38,344
50,180
120,794
Carrying amount
At 31 December 2024
72,385
7,009
20,386
99,780
At 31 December 2023
90,039
10,472
17,282
117,793
12
Trade and other receivables
2024
2023
Amounts falling due within one year:
£
£
Trade receivables
589,520
496,395
Amounts owed by group undertakings
338,864
3,430,944
Other receivables
420,982
450,870
Prepayments and accrued income
156,346
124,774
1,505,712
4,502,983
Deferred tax asset (note 14)
13,276
1,518,988
4,502,983
2024
2023
Amounts falling due after more than one year:
£
£
Other receivables
169,528
219,091
Total debtors
1,688,516
4,722,074
BE SHAPING THE FUTURE MANAGEMENT CONSULTING LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 23 -
13
Current liabilities
2024
2023
£
£
Trade payables
243,066
79,694
Amounts owed to group undertakings
207,949
2,933,882
Corporation tax
369
Other taxation and social security
444,025
402,853
Other payables
95,542
283,219
Accruals and deferred income
267,256
178,590
1,257,838
3,878,607
14
Deferred taxation
The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:
Liabilities
Liabilities
Assets
Assets
2024
2023
2024
2023
Balances:
£
£
£
£
Accelerated capital allowances
-
10,029
(9,247)
-
Retirement benefit obligations
-
-
22,523
-
-
10,029
13,276
-
2024
Movements in the year:
£
Liability at 1 January 2024
10,029
(Credit) to profit or loss
(23,305)
(Asset) at 31 December 2024
(13,276)
The deferred tax asset set out above is expected to reverse within 12 months and relates to short term timing differences that are expected to crystallise within the same period.
There are unutilised taxable trading losses of £1,357,303 and non-trading loan relationship deficits of £69,350 carried forward. No deferred tax assets have been recognised in this regard.
BE SHAPING THE FUTURE MANAGEMENT CONSULTING LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 24 -
15
Retirement benefit schemes
As restated
2024
2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
272,296
285,870
The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.
The prior year comparative has been restated, reducing by £262,497, with a reclassification posted between wages and salaries and pension costs. No impact on profit.
16
Share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of 10p each
918,981
918,981
91,898
91,898
The company has one class of ordinary shares which carry no right to fixed income. Each share carries one voting right each.
17
Operating lease commitments
Lessee
At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
2024
2023
£
£
Within one year
282,388
282,388
Between two and five years
117,661
329,452
400,049
611,840
BE SHAPING THE FUTURE MANAGEMENT CONSULTING LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 25 -
18
Related party transactions
Transactions with related parties
During the year the company entered into the following transactions with related parties:
Purchases
Purchases
2024
2023
£
£
Fellow subsidiaries
-
49,045
The company has taken advantage of the exemption available in Paragraph 33.1A of FRS102 whereby it has not disclosed transactions with other companies that are wholly owned within the Group.
The following amounts were outstanding at the reporting end date:
2024
2023
Amounts due to related parties
£
£
Entities with control, joint control or significant influence over the company
207,949
2,931,122
Fellow subsidiaries
-
2,760
The following amounts were outstanding at the reporting end date:
2024
2023
Amounts due from related parties
£
£
Entities with control, joint control or significant influence over the company
338,864
3,429,534
Fellow subsidiaries
-
1,410
19
Ultimate controlling party
The immediate parent company is Be Shaping the Future Management Consulting S.p.A, a company incorporated in Italy.
The ultimate parent company is Engineering Ingegneria Informatica S.p.A. a company incorporated in Italy. A copy of the group financial statements is available from the ultimate parent company, at 24 Piazzale dell’Agricoltura, Rome, 00144, Italy.
No one person has overall control of the ultimate parent company.
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