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Registered number: 13563050










THORNER LANE LIMITED










ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

 
THORNER LANE LIMITED
 

COMPANY INFORMATION


Directors
Mr R Dent (appointed 3 April 2025)
Mr N Scrase (resigned 3 April 2025)




Registered number
13563050



Registered office
Gresham House
5-7 St. Pauls Street

Leeds

England




Independent auditors
AAB Audit & Accountancy Limited

Gresham House

5-7 St Pauls Street

Leeds

LS1 2JG





 
THORNER LANE LIMITED
 

CONTENTS



Page
Group strategic report
1 - 2
Director's report
3 - 4
Independent auditors' report
5 - 8
Consolidated statement of comprehensive income
9 - 10
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 - 15
Consolidated analysis of net debt
16
Notes to the financial statements
17 - 36


 
THORNER LANE LIMITED
 

GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024

Introduction
 
The director presents the Group strategic report for the year ended 31 December 2024.

Business review
 
2024 saw financial performance delivering in line with expectations, a strong customer relationship backed by a new contract term and a positive outlook for growth.
Revenue growth was at 6% despite foreign exchange headwinds. Established, recently transitioned and the addition of new partnerships all contributed to revenue generation.
Our business model requires upfront investment in people and travel costs which can take 12-18 months to generate revenue - we expect this investment to generate revenue growth in 2025 and 2026.  In addition, our bonus scheme was set up to enhance payout in 2024 based on enhanced business performance – both the upfront investment and bonus scheme are reflected in our admin expenses which increased 41% vs prior year.
  
Although profit after tax "PAT" declined 16% vs prior year, this was in line with expectations.
The Group continues to generate positive cashflows. 

Principal risks and uncertainties
 
The principal risks the Group faces today are:
 
One client. This one customer relationship exposes the Group to loss of all revenues in the instance the contract is ended. During 2024, this contract was renegotiated and a long term contract term is now in place until December 2030.  In addition, termination, or a significant erosion in performance of partnerships with this client would have a significant impact on the Group's revenue generation. To mitigate this risk, the Group focused on growing the quantity of deals with a view to dilute the risk, alongside continuous improvement plans to secure existing partnerships.  To further mitigate this risk, an active workstream is in place to expand our client base.
 
Key personnel. We have a strong reliance on a small number of team members who either generate significant value via revenue generation or are integral in keeping Burnsall operations running smoothly. To mitigate this risk, we revised our bonus scheme to reward enhanced performance. Looking forward changes to the Group's ownership and the implementation of an Employee Ownership Trust "EOT" in April 2025 is anticipated to incentivise retention of key personnel.

Uncertainties that the Group faces today are:
 
GBP to USD. Generation of revenues in USD exposes the Group to translation gains or losses outside of the contract cap and collar. 

The Group does not have excessive exposure to risks in respect of price, credit, liquidity, and cash flow risk. In 2024, the Group entered into hedge agreements to provide certainty regarding cashflows from the US alongside holding bonds and equity investments.

Page 1

 
THORNER LANE LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024

Financial key performance indicators
 
In addition to revenue and PAT performance referenced in the ‘Business Review’ section. Other core KPIs are as follows;
 
No of partnerships – this gives an indication of likelihood of future revenue generation. Goal for 2024 was grow the quantity of projects in the pipeline. The number of live and potential partnerships has grown ahead of expectations. 

Customer COGS under Upstreaming - this gives an indication of how much of our customers costs are under our business model. Goal for 2024 was to increase vs prior year which we achieved.
 
Headcount – headcount increases required to resource future projects. Goal to grow in line with plan achieved.

Future developments
 
The director acknowledges that the 2025 fiscal year will reflect growth in revenue but the Group aims to hold PAT performance. The revenue growth will be used to invest in new business that expands the customer base.
Additional partnerships with our existing priority client whilst expanding to new clients will be the core driver of growth in revenue. Costs are also anticipated to increase due to continued investment in people. The headcount investment will support future revenue growth beyond 2025 and expand both presence and capability in the US.
Following the year end, on 3 April 2025, the Burnsall Associates Limited Employee Ownership Trust was created, providing beneficial ownership to the employees of the Group. Further details on the transaction and change in ownership can be found in notes 26 and 27 to the accounts.


This report was approved by the board on 10 June 2025 and signed on its behalf.



Mr R Dent
Director

Page 2

 
THORNER LANE LIMITED
 

 
DIRECTOR'S REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024

The director presents his report and the financial statements for the year ended 31 December 2024.

Director's responsibilities statement

The director is responsible for preparing the Group strategic report, the Director's report and the consolidated financial statements in accordance with applicable law and regulations.
 
Company law requires the director to prepare financial statements for each financial year. Under that law the director has 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 director must not approve the financial statements unless he is 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 director is required to:


select suitable accounting policies for the Group's financial statements and then apply them consistently;

make judgements 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 and Company will continue in business.

The director is responsible for keeping adequate accounting records that are sufficient to show and explain the Group and Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group and to enable him to ensure that the financial statements comply with the Companies Act 2006He is 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 £4,709,218 (2023 - £5,633,488).

No ordinary dividends were paid during the current or prior year. 

Director

The directors who served during the year, and up to the date of this report  were:

Mr N Scrase (resigned 3 April 2025)
Mr R Dent (appointed 3 April 2025)

Matters covered in the Group Strategic Report

The Group has chosen in accordance with section 414C(11) of the Companies Act 2006 (Strategic Report and Directors Report) Regulations 2013 to set out in the Group's strategic report information required by schedule 7 of the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008.

Disclosure of information to auditors

The director at the time when this Director's report is approved has confirmed that:
 
so far as he is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and

he 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

 
THORNER LANE LIMITED
 

 
DIRECTOR'S REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024

Post balance sheet events

Particulars of events after the reporting period are detailed in note 27 to the financial statements.

Auditors

Under section 487(2) of the Companies Act 2006AAB Audit & Accountancy Limited will be deemed to have been reappointed as auditors 28 days after these financial statements were sent to members or 28 days after the latest date prescribed for filing the accounts with the registrar, whichever is earlier.

This report was approved by the board on 10 June 2025 and signed on its behalf.
 





Mr R Dent
Director

Page 4

 
THORNER LANE LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF THORNER LANE LIMITED
 

Opinion


We have audited the financial statements of Thorner Lane Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2024, which comprise the Consolidated statement of comprehensive income, the Consolidated Statement of Financial Position, the Company Statement of Financial Position, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity, the Consolidated Statement of Cash Flows and the related notes, including a summary of significant accounting policiesThe 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 December 2024 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 director's 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 director with respect to going concern are described in the relevant sections of this report.


Page 5

 
THORNER LANE LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF THORNER LANE LIMITED (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 director is responsible for the other information contained within the Annual ReportOur 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 Director's 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 Director's 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 Director's 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 director's 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 Director's responsibilities statement set out on page 3, the director is 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 director determines 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 director is 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 director either intends to liquidate the Group or the parent Company or to cease operations, or has no realistic alternative but to do so.


Page 6

 
THORNER LANE LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF THORNER LANE LIMITED (CONTINUED)


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:

We obtained an understanding of the legal and regulatory frameworks within which the Group and Company operate, focusing on those laws and regulations that have a direct effect on the determination of material amounts and disclosures in the financial statements. 
The laws and regulations we considered in this context were the Companies Act 2006, UK Taxation legislation and employment law.
We identified the greatest risk of material impact on the financial statements from irregularities including fraud to be:
Management override of controls to manipulate the Group and Company’s key performance indicators to meet targets
Timing of revenue recognition
Management judgement applied in calculating provisions
Compliance with relevant laws and regulations which directly impact the financial statements and those that the Group and Company need to comply with for the purpose of trading

Our audit procedures to respond to these risks included:
Testing of journal entries and other adjustments for appropriateness
Reviewing judgements made by management in their calculation of accounting estimates for potential management bias
Enquiries of management about litigation and claims and inspection of relevant correspondence
Reviewing legal and professional fees to identify indications of actual or potential litigation, claims and any non-compliance with laws and regulations
Reviewing minutes of meetings of those charged with governance to identify any matters indicating actual or potential fraud


Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.


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

 
THORNER LANE LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF THORNER LANE LIMITED (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 2006Our 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.





Ross Preston CA (Senior statutory auditor)
  
for and on behalf of
AAB Audit & Accountancy Limited
 
Statutory Auditor
  
Gresham House
5-7 St Pauls Street
Leeds
LS1 2JG

10 June 2025
Page 8

 
THORNER LANE LIMITED
 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024

2024
2023
Note
£
£

  

Turnover
 4 
13,343,775
12,594,447

Administrative expenses
  
(7,709,150)
(5,475,462)

Operating profit
 5 
5,634,625
7,118,985

Income from other current asset investments
 9 
232,399
200,205

Gain on the disposal of financial assets measured at fair value
  
395,248
-

Interest receivable and similar income
 10 
41,556
73,290

Interest payable and similar expenses
 11 
(1,826)
(56,715)

Gain on the revaluation of financial assets measured at fair value
  
102,795
100,746

Profit before taxation
  
6,404,797
7,436,511

Tax on profit
 12 
(1,695,579)
(1,803,023)

Profit for the financial year
  
4,709,218
5,633,488

  

Fair value movement
  
(75,746)
75,746

Currency translation gain arising in the year
  
2,470
44

Other comprehensive income for the year
  
(73,276)
75,790

Total comprehensive income for the year
  
4,635,942
5,709,278

Profit for the year attributable to:
  

Owners of the parent Company
  
4,709,218
5,633,488

  
4,709,218
5,633,488

Total comprehensive income for the year attributable to:
  

Owners of the parent Company
  
4,635,942
5,709,278

  
4,635,942
5,709,278

There were no recognised gains and losses for 2024 or 2023 other than those included in the consolidated statement of comprehensive income.

The notes on pages 17 to 36 form part of these financial statements.

All activities of the Group are from continuing operations. 

Page 9

 
THORNER LANE LIMITED
 

CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2024

2024
2023
Note
£
£

Fixed assets
  

Goodwill
 13 
1,970,673
2,262,625

Tangible assets
 14 
25,423
17,193

Investments
 15 
2,008,945
1,350,886

  
4,005,041
3,630,704

Current assets
  

Debtors due after more than 1 year
  
1,375,154
1,375,154

Debtors due within 1 year
  
10,648,537
6,465,731

Investments
 17 
4,000,000
6,000,000

Cash at bank and in hand
 18 
5,067,317
2,336,879

  
21,091,008
16,177,764

Creditors: amounts falling due within one year
 19 
(2,388,283)
(2,095,690)

Net current assets
  
 
 
18,702,725
 
 
14,082,074

Total assets less current liabilities
  
22,707,766
17,712,778

Provisions for liabilities
  

Deferred taxation
 20 
(53,000)
(25,000)

Other provisions
 21 
(255,300)
-

  
 
 
(308,300)
 
 
(25,000)

Net assets
  
22,399,466
17,687,778


Capital and reserves
  

Called up share capital 
 22 
100
100

Revaluation reserve
 23 
-
75,746

Foreign exchange reserve
 23 
2,514
44

Profit and loss account
 23 
22,396,852
17,611,888

  
22,399,466
17,687,778


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 10 June 2025.




Mr R Dent
Director

The notes on pages 17 to 36 form part of these financial statements.

Page 10

 
THORNER LANE LIMITED
REGISTERED NUMBER: 13563050

COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2024

2024
2023
Note
£
£

Fixed assets
  

Investments
 15 
10,178,238
10,178,238

  
10,178,238
10,178,238

Current assets
  

Cash at bank and in hand
 18 
840
365

  
840
365

Creditors: amounts falling due within one year
 19 
(30,476)
(29,727)

Net current liabilities
  
 
 
(29,636)
 
 
(29,362)

Total assets less current liabilities
  
10,148,602
10,148,876

Net assets
  
10,148,602
10,148,876


Capital and reserves
  

Called up share capital 
 22 
100
100

Profit and loss account brought forward
  
10,148,776
7,939,581

(Loss)/profit for the year
  
(274)
2,209,195

Profit and loss account carried forward
  
10,148,502
10,148,776

  
10,148,602
10,148,876


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 10 June 2025.


Mr R Dent
Director

The notes on pages 17 to 36 form part of these financial statements.

Page 11

 
THORNER LANE LIMITED
 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024


Called up share capital
Revaluation reserve
Foreign exchange reserve
Profit and loss account
Total equity

£
£
£
£
£


At 1 January 2023
100
-
-
12,054,146
12,054,246



Profit for the year
-
-
-
5,633,488
5,633,488

Transfer between the profit and loss and revaluation reserve
-
75,746
-
(75,746)
-

Currency translation differences
-
-
44
-
44
Total comprehensive income for the year
-
75,746
44
5,557,742
5,633,532



At 1 January 2024
100
75,746
44
17,611,888
17,687,778



Profit for the year
-
-
-
4,709,218
4,709,218

Transfer of distributable unrealised movements to the profit and loss reserve
-
(75,746)
-
75,746
-

Currency translation differences
-
-
2,470
-
2,470
Total comprehensive income for the year
-
(75,746)
2,470
4,784,964
4,711,688


At 31 December 2024
100
-
2,514
22,396,852
22,399,466


The notes on pages 17 to 36 form part of these financial statements.

Page 12

 
THORNER LANE LIMITED
 

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024


Called up share capital
Profit and loss account
Total equity

£
£
£


At 1 January 2023
100
7,939,581
7,939,681



Profit for the year
-
2,209,195
2,209,195
Total comprehensive income for the year
-
2,209,195
2,209,195



At 1 January 2024
100
10,148,776
10,148,876



Loss for the year
-
(274)
(274)
Total comprehensive income for the year
-
(274)
(274)


At 31 December 2024
100
10,148,502
10,148,602


The notes on pages 17 to 36 form part of these financial statements.

Page 13

 
THORNER LANE LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2024

2024
2023
£
£

Cash flows from operating activities

Profit for the financial year
4,709,218
5,633,488

Adjustments for:

Amortisation of intangible assets
291,952
291,952

Depreciation of tangible assets
6,676
5,699

Income from current asset investments
(232,399)
(200,205)

Interest paid
1,826
56,715

Interest received
(41,556)
(73,290)

Taxation charge
1,695,579
1,803,023

(Increase) in debtors
(1,209,932)
(1,187,726)

Increase/(decrease) in creditors
935,324
(1,770,466)

Increase in provisions
255,300
-

Gains on revaluation of financial assets measured at fair value
(102,795)
(100,746)

Gains on disposal of financial assets measured at fair value
(395,248)
-

Corporation tax (paid)
(2,310,354)
(1,800,503)

Foreign exchange
2,514
44

Net cash generated from operating activities

3,606,105
2,657,985

Cash flows from investing activities

Purchase of tangible fixed assets
(14,906)
(3,565)

New loans (paid to)/repaid from directors
(2,972,874)
387,802

Purchase of investments
(6,868,559)
(7,250,140)

Sale of investments
8,708,543
-

Interest received
41,556
73,290

Income from investments
232,399
200,205

Net cash used in investing activities

(873,841)
(6,592,408)
Page 14

 
THORNER LANE LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024


2024
2023

£
£



Cash flows from financing activities

Interest paid
(1,826)
(56,715)

Net cash used in financing activities
(1,826)
(56,715)

Net increase/(decrease) in cash and cash equivalents
2,730,438
(3,991,138)

Cash and cash equivalents at beginning of year
2,336,879
6,328,017

Cash and cash equivalents at the end of year
5,067,317
2,336,879


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
5,067,317
2,336,879


The notes on pages 17 to 36 form part of these financial statements.

Page 15

 
THORNER LANE LIMITED
 

CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 31 DECEMBER 2024




At 1 January 2024
Cash flows
At 31 December 2024
£

£

£

Cash at bank and in hand

2,336,879

2,730,438

5,067,317


2,336,879
2,730,438
5,067,317

The notes on pages 17 to 36 form part of these financial statements.

Page 16

 
THORNER LANE LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

1.


General information

Thorner Lane Limited ("the Company") is a private limited company limited by shares incorporated in England and Wales (no. 13563050). The registered office is Gresham House, 5-7 St Pauls Street , Leeds, LS1 2JG. The principal activity of the Company is a holding company for the Burnsall group. The principal activity of the Group continued to be the management of supply chain logistics.

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 judgement in applying the Group's accounting policies (see note 3).

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 financial statements are prepared in sterling, which is the functional currency of the entity.
Parent company disclosure exemptions
In preparing the separate financial statements of the parent company, advantage has been taken of the following disclosure exemptions available in FRS 102:
- No Statement of Cash Flows has been presented for the parent company;

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.

All financial statements are made up to 31 December 2024. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other member of the group.
All intra-group transactions, balances and unrealised transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Page 17

 
THORNER LANE LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.3

Going concern

The financial statements are prepared on the basis that the Group and Company can continue to operate as a going concern.
The director, having made due and careful inquiry of the opinion that the Group and Company have adequate working capital to execute their operations for a period of at least 12 months from the date of the approval of the accounts.
The director, therefore, has made an informed judgement, at the time of approving the financial statements, that there is a reasoanble expectation that the Group and Company have adequate resources to continue in operational existance for the forseeable future.

 
2.4

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.

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 18

 
THORNER LANE LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.5

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:

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.

 
2.6

Interest income

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

 
2.7

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.

 
2.8

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 Consolidated Statement of financial position. The assets of the plan are held separately from the Group in independently administered funds.

Page 19

 
THORNER LANE LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.9

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.


 
2.10

Intangible assets

Goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated statement of comprehensive income over its useful economic life.
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.

Amortisation

 The estimated useful lives range as follows:

Goodwill
-
10
years

Page 20

 
THORNER LANE LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.11

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

At each reporting date the Group assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Equipment
-
20%
straight line

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

 
2.12

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated 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.

 
2.13

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.


 
2.14

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
 
Increases in provisions are generally charged as an expense to profit or loss.

Page 21

 
THORNER LANE LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.15

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.

The Group has elected to apply the recognition and measurement provisions of IFRS 9 Financial Instruments (as adopted by the UK Endorsement Board) with the disclosure requirements of Sections 11 and 12 and the other presentation requirements of FRS 102.

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.
 

Page 22

 
THORNER LANE LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)


2.15
Financial instruments (continued)

Basic 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 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.

Derecognition of financial instruments

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.

 
2.16

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting. 

Page 23

 
THORNER LANE LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

3.


Judgements in applying accounting policies and key sources of estimation uncertainty

In the application of the Group's accounting policies, the director is 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 the period of the revision affects both the current and future periods.
Key sources of estimation uncertainity
The estimates and assumptions that have a heightened risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows:
Valuation of investment in subsidiary undertakings
Investment in subsidiaries are held at cost which is considered to be the fair value on the date of acquisition. The director reviews the financial statements of each subsidiary to assess the performance and profitability. A full impairment review is carried out where there is an indication of impairment, eg. if the subsidiary is loss making.


4.


Turnover

An analysis of turnover by class of business is as follows:


2024
2023
£
£

Incentive turnover
13,343,775
12,594,447

13,343,775
12,594,447


All turnover arose within the United States..


5.


Operating profit

The operating profit is stated after charging/(crediting):

2024
2023
£
£

Exchange (gains)/losses
(89,706)
106,987

Depreciation
6,676
5,699

Amortisation
291,512
291,512

Page 24

 
THORNER LANE LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

6.


Auditors' remuneration

During the year, the Group obtained the following services from the Company's auditors:


2024
2023
£
£

Fees payable to the Company's auditors for the audit of the consolidated and parent Company's financial statements
7,250
7,250

Fees payable to the Company's auditors in respect of:

The auditing of accounts of subsidiaries of the Company
15,995
15,995

All non-audit services not included above
14,350
7,500


7.


Employees

Staff costs, including director's remuneration, were as follows:


Group
Group
2024
2023
£
£


Wages and salaries
4,967,198
3,068,204

Social security costs
449,958
326,413

Cost of defined contribution scheme
8,262
9,767

5,425,418
3,404,384


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



Group
Group
Company
Company
        2024
        2023
        2024
        2023
            No.
            No.
            No.
            No.









Management
8
8
1
1



Admin
12
7
-
-

20
15
1
1

There were no salary costs incurred in the Company for the current year.

Page 25

 
THORNER LANE LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

8.


Director's remuneration

2024
2023
£
£

Director's emoluments
279,655
243,062

279,655
243,062


The highest paid director received remuneration of £279,655 (2023 - £243,062).

The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £NIL (2023 - £NIL).

Remuneration of key management personnel of the Group during the year totalled £1,847,729 (2023 - £1,289,844).


9.


Income from investments

2024
2023
£
£

Income from current asset investments
232,399
200,205

232,399
200,205





10.


Interest receivable and similar income

2024
2023
£
£


Other interest receivable
41,556
73,290

41,556
73,290


11.


Interest payable and similar expenses

2024
2023
£
£


Other interest payable
1,826
56,715

1,826
56,715

Page 26

 
THORNER LANE LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

12.


Taxation


2024
2023
£
£

Corporation tax


Current tax on profits for the year
1,650,000
1,800,000

Adjustments in respect of prior periods
1,351
(22,850)

Total UK current tax

1,651,351
1,777,150

Foreign tax


Foreign current tax on profits for the current period
16,228
873

Total current tax
1,667,579
1,778,023

Deferred tax


Origination and reversal of timing differences
28,000
25,000

Total deferred tax
28,000
25,000

Total tax charge
 
1,695,579
 
1,803,023
Page 27

 
THORNER LANE LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
 
12.Taxation (continued)


Factors affecting tax charge for the year

The tax assessed for the year is higher than (2023 - higher than) the standard rate of corporation tax in the UK of 25% (2023 - 23.52%). The differences are explained below:

2024
2023
£
£


Profit on ordinary activities before tax
6,404,797
7,436,511


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 23.52%)
1,601,199
1,749,067

Effects of:


Non-tax deductible amortisation of goodwill and impairment
75,206
76,871

Tax effect of income not taxable in determining taxable profit
(123,093)
(23,696)

Change in unrecognised deferred tax assets
(450)
25,534

Adjustments to tax charge in respect of prior periods
1,351
(22,850)

Remeasurement of deferred tax for changes in tax rates
-
(32)

Chargeable gains/(losses)
126,687
-

Exempt ABGH distributions
(5,930)
(306)

Over/under provision
20,609
(1,565)

Total tax charge for the year
1,695,579
1,803,023


Factors that may affect future tax charges

There were no factors identified that may affect future tax charges.

Page 28

 
THORNER LANE LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

13.


Intangible assets

Group





Goodwill

£



Cost


At 1 January 2024
2,919,517



At 31 December 2024

2,919,517



Amortisation


At 1 January 2024
656,892


Amortisation charged for the year
291,952



At 31 December 2024

948,844



Net book value



At 31 December 2024
1,970,673



At 31 December 2023
2,262,625

The Company had no intangible fixed assets at 31 December 2024 or 31 December 2023.
On 30 September 2021, Thorner Lane Limited purchased the entire share capital of Burnsall Associates Limited. The resulting goodwill was capitalised and will be written off over 10 years. The reason for selecting this period is that the directors believe the business of Burnsall Associates Limited will generate future cash inflows for at least that period.



Page 29

 
THORNER LANE LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

14.


Tangible fixed assets

Group






Computer equipment

£



Cost or valuation


At 1 January 2024
35,410


Additions
14,906



At 31 December 2024

50,316



Depreciation


At 1 January 2024
18,217


Charge for the year on owned assets
6,676



At 31 December 2024

24,893



Net book value



At 31 December 2024
25,423



At 31 December 2023
17,193

The Company had no tangible fixed assets at 31 December 2024 or 31 December 2023.

Page 30

 
THORNER LANE LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

15.


Fixed asset investments

Group





Listed investments

£



Cost or valuation and net book value


At 1 January 2024 (as restated)
1,350,886


Additions
2,868,559


Disposals
(2,313,295)


Revaluations
102,795



At 31 December 2024
2,008,945




Fixed asset investments relate to listed equity investments and fair value is determined through quoted market prices in active market.
In the prior year, listed investments were recognised within current assets. However, the directors are of the opinion these investments are held for long term investment purposes and therefore should be recognised within fixed assets. A prior year adjustment has been made to reclassify listed investments from current asset investments to fixed asset investments. However it is noted that this is a reclassification only and there has been no impact on retained earnings as a result of this change.
The historical cost of the listed Investments is £1,805,404 (2023: £1,250,140).

Company





Investments in subsidiary companies

£



Cost or valuation and net book value


At 1 January 2024
10,178,238



At 31 December 2024
10,178,238





Direct subsidiary undertaking


The following was a direct subsidiary undertaking of the Company:

Name

Registered office

Principal activity

Class of shares

Holding

Burnsall Associates Limited
Gresham House, 5-7 St Pauls Street, Leeds, LS1 2JG
Supply chain consultancy
Ordinary
100%

Page 31

 
THORNER LANE LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

Indirect subsidiary undertaking


The following was an indirect subsidiary undertaking of the Company:

Name

Registered office

Principal activity

Class of shares

Holding

Burnsall Associates US LLC
55 Merrick Way STE 202A, Coral Gables, FL 33134
Supply chain consultancy
Ordinary
100%


16.


Debtors

Group
Group
2024
2023
£
£

Due after more than one year

Other debtors
1,375,154
1,375,154

1,375,154
1,375,154

Due within one year

Trade debtors
1,187,510
702,505

Other debtors
8,132,626
4,534,348

Prepayments and accrued income
1,328,401
1,228,878

12,023,691
7,840,885


The Company had no debtors at 31 December 2024 or 31 December 2023.

Page 32

 
THORNER LANE LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

17.


Current asset investments

Group
Group
2024
2023
£
£

Treasury deposits
4,000,000
6,000,000

4,000,000
6,000,000


The Company had no current asset investments at 31 December 2024 or 31 December 2023.


18.


Cash and cash equivalents

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Cash at bank and in hand
5,067,317
2,336,879
840
365

5,067,317
2,336,879
840
365



19.


Creditors: Amounts falling due within one year

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Trade creditors
16,073
33,827
-
-

Amounts owed to group undertakings
-
-
30,476
29,727

Corporation tax
49,785
692,519
-
-

Other taxation and social security
85,200
84,833
-
-

Other creditors
2
10,497
-
-

Accruals and deferred income
2,237,223
1,274,014
-
-

2,388,283
2,095,690
30,476
29,727


Page 33

 
THORNER LANE LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

20.


Deferred taxation


Group



2024
2023


£

£






At beginning of year
25,000
-


Charged to profit or loss
28,000
25,000



At end of year
53,000
25,000



2024
2023



The provision for deferred taxation is made up as follows:

Group
Group
2024
2023
£
£

Short term timing differences on investments
53,000
25,000

53,000
25,000

The deferred tax liability set out above relates to the unrealised gains on the investments held by the Group.
The Company had no deferred tax assets or liabilities at 31 December 2024 or 31 December 2023.


21.


Provisions


Group



Long Term Incentive Plan

£





Other movements
255,300



At 31 December 2024
255,300

During the year, a long-term incentive plan (LTIP) was put in place by the Group to incentivise employees to remain in the business, with an initial maturity date of 31 January 2028. Following the creation of the Employee Ownership Trust in April 2025, the LTIP liability accrued to date was settled and the scheme cancelled.

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THORNER LANE LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

22.


Share capital

2024
2023
£
£
Allotted, called up and fully paid



100 (2023 - 100) Ordinary Shares shares of £1.00 each
100
100

Ordinary shares entitle holders to full rights regarding voting, payment of dividends and distributions.



23.


Reserves

Revaluation reserve

This reserve includes the cumulative net change in the financial assets held by the Group.

Foreign exchange reserve

This reserve contains the foreign exchange differences that arose on consolidation.

Profit and loss account

This reserve records retained earnings and accumulated losses, and the accumulated unrealised fair value movements relating to the fixed asset investments. The unrealised fair value surplus and associated deferred tax provision were held in 'Revaluation reserves' in the prior year, however on review of these balances being distributable they have been reallocated to the 'Profit and Loss reserves' in the current year.


24.


Pension commitments

The Group operates a defined contributions pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the Group in an independently administered fund. 
The pension cost charge represents contributions receivable/(payable) by the Group to the fund and amounted to £8,262 (2023 - £9,767). 
Contributions totalling (£220) (2023 - £294) were payable to the fund at the reporting date and are included in creditors.


25.


Transactions with directors

Transactions with directors of the Group are disclosed in note 26 to the financial statements. 

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THORNER LANE LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

26.


Related party transactions

The Group has taken advantage of the exemption under Financial Reporting 102 not to disclose transactions with entities that are part of the Thorner Lane Limited group of companies on the grounds that all the voting rights of the company are controlled by Thorner Lane Limited and the company's results are included in the consolidated financial statements of Thorner Lane Limited.
At 31 December 2024, directors of the Group owed the Group £7,409,650 (2023 - £4,136,776), which is included in other debtors. During the year, there were advances of £3,272,873 (2023 - £43,926), repayments of £nil (2023 - £750,000) and interest of £nil (2023 - £21,522) charged on these loans. Interest was charged on the loans up to and including 31 March 2023 at HMRC's official rate of interest. Following the year end, these loans were repaid in full to the Group.
Following the balance sheet date, on 3 April 2025, the Burnsall Associates Trustees Limited ("EOT") purchased 100% of the ordinary share capital of Thorner Lane Limited, following which the Company is now an 'employee owned' company.
At the date of the approval of the accounts, deferred consideration of £29,000,000 is outstanding by the
Company with the remaining payment period running to 31 July 2035. The present obligation to make the future loan payments is that of the EOT so the liability for the future payments has not been recognised by the Company or Group.


27.


Post balance sheet events

Details of the change in ownership and creation of the Burnsall Associates Employee Ownership Trust following the year end is included within note 26 to the financial statements.
Since the year end, the Company has paid equity dividends on its ordinary shares of £10,000,000.  


28.


Controlling party

During the year, Mr N Scrase was the ultimate controlling party by virtue of his shareholding in Thorner Lane Limited. 
Following the year end, on 3 April 2025, the entire share capital of Thorner Lane Limited was purchased by Burnsall Associates Trustees Limited and the Company is now an employee owned company. Further details of the change in ownership are included in note 26 to the accounts. 

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