Caseware UK (AP4) 2024.0.164 2024.0.164 2024-12-312024-12-312024-01-01falseSupply chain logistics.1315falsefalsefalse 10905250 2024-01-01 2024-12-31 10905250 2023-01-01 2023-12-31 10905250 2024-12-31 10905250 2023-12-31 10905250 2023-01-01 10905250 6 2024-01-01 2024-12-31 10905250 6 2023-01-01 2023-12-31 10905250 1 2024-01-01 2024-12-31 10905250 e:Director1 2024-01-01 2024-12-31 10905250 e:Director1 2024-12-31 10905250 e:Director2 2024-01-01 2024-12-31 10905250 e:Director2 2024-12-31 10905250 e:Director3 2024-01-01 2024-12-31 10905250 e:Director3 2024-12-31 10905250 e:Director4 2024-01-01 2024-12-31 10905250 e:Director4 2024-12-31 10905250 e:Director5 2024-01-01 2024-12-31 10905250 e:Director5 2024-12-31 10905250 e:Director6 2024-01-01 2024-12-31 10905250 e:Director6 2024-12-31 10905250 e:RegisteredOffice 2024-01-01 2024-12-31 10905250 d:ComputerEquipment 2024-01-01 2024-12-31 10905250 d:ComputerEquipment 2024-12-31 10905250 d:ComputerEquipment 2023-12-31 10905250 d:ComputerEquipment d:OwnedOrFreeholdAssets 2024-01-01 2024-12-31 10905250 d:CurrentFinancialInstruments 2024-12-31 10905250 d:CurrentFinancialInstruments 2023-12-31 10905250 d:Non-currentFinancialInstruments 2024-12-31 10905250 d:Non-currentFinancialInstruments 2023-12-31 10905250 d:CurrentFinancialInstruments d:WithinOneYear 2024-12-31 10905250 d:CurrentFinancialInstruments d:WithinOneYear 2023-12-31 10905250 d:ReportableOperatingSegment1 2024-01-01 2024-12-31 10905250 d:ReportableOperatingSegment1 2023-01-01 2023-12-31 10905250 d:UKTax 2024-01-01 2024-12-31 10905250 d:UKTax 2023-01-01 2023-12-31 10905250 d:ShareCapital 2024-12-31 10905250 d:ShareCapital 2023-12-31 10905250 d:ShareCapital 2023-01-01 10905250 d:RevaluationReserve 2024-01-01 2024-12-31 10905250 d:RevaluationReserve 2024-12-31 10905250 d:RevaluationReserve 2023-01-01 2023-12-31 10905250 d:RevaluationReserve 2023-12-31 10905250 d:RevaluationReserve 2023-01-01 10905250 d:RetainedEarningsAccumulatedLosses 2024-01-01 2024-12-31 10905250 d:RetainedEarningsAccumulatedLosses 2024-12-31 10905250 d:RetainedEarningsAccumulatedLosses 2023-01-01 2023-12-31 10905250 d:RetainedEarningsAccumulatedLosses 2023-12-31 10905250 d:RetainedEarningsAccumulatedLosses 2023-01-01 10905250 d:AcceleratedTaxDepreciationDeferredTax 2024-12-31 10905250 d:AcceleratedTaxDepreciationDeferredTax 2023-12-31 10905250 d:FurtherSpecificTypeProvisionContingentLiability1ComponentTotalProvisionsContingentLiabilities 2024-01-01 2024-12-31 10905250 d:FurtherSpecificTypeProvisionContingentLiability1ComponentTotalProvisionsContingentLiabilities 2024-12-31 10905250 e:OrdinaryShareClass1 2024-01-01 2024-12-31 10905250 e:OrdinaryShareClass1 2024-12-31 10905250 e:OrdinaryShareClass1 2023-12-31 10905250 e:FRS102 2024-01-01 2024-12-31 10905250 e:Audited 2024-01-01 2024-12-31 10905250 e:FullAccounts 2024-01-01 2024-12-31 10905250 e:PrivateLimitedCompanyLtd 2024-01-01 2024-12-31 10905250 2 2024-01-01 2024-12-31 10905250 6 2024-01-01 2024-12-31 10905250 f:PoundSterling 2024-01-01 2024-12-31 xbrli:shares iso4217:GBP xbrli:pure

Registered number: 10905250










BURNSALL ASSOCIATES LIMITED










ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

 
BURNSALL ASSOCIATES LIMITED
 

COMPANY INFORMATION


Directors
Mr N Scrase (resigned 3 April 2025)
Mr R Dent (appointed 1 January 2024)
Mr R Youngson (appointed 3 April 2025)
Mr J Tomlinson (appointed 3 April 2025)
Mr S Shannon (appointed 3 April 2025)
Ms L Robinson (appointed 3 April 2025)




Registered number
10905250



Registered office
Gresham House
5-7 St. Pauls Street

Leeds

LS1 2JG




Independent auditors
AAB Audit & Accountancy Limited

Gresham House

5-7 St Pauls Street

Leeds

LS1 2JG





 
BURNSALL ASSOCIATES LIMITED
 

CONTENTS



Page
Strategic report
1 - 2
Directors' report
3 - 4
Independent auditors' report
5 - 8
Statement of comprehensive income
9
Statement of financial position
10
Statement of changes in equity
11
Analysis of net debt
12
Notes to the financial statements
13 - 28


 
BURNSALL ASSOCIATES LIMITED
 

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.
Burnsall continues to generate positive cashflows. 

Principal risks and uncertainties
 
The principal risks Burnsall faces today are:
 
One client. This one customer relationship exposes Burnsall 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 Burnsall revenue generation. To mitigate this risk, Burnsall 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 company ownership and the implementation of an Employee Ownership Trust "EOT" in April 2025 is  anticipated to incentivise retention of key personnel.
 
Uncertainties that Burnsall faces today are:
 
GBP to USD. Generation of revenues in USD exposes Burnsall to translation gains or losses outside of the contract cap and collar. 

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

Key performance indicators (KPIs)
 
In addition to revenue and PAT performance referenced in the ‘review of business’ 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 in the year.
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.

Page 1

 
BURNSALL ASSOCIATES LIMITED
 

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

Future developments
 
The directors acknowledge that the 2025 fiscal year will reflect growth in revenue but aim to hold PAT performance. The revenue growth will be used to invest in new business that expands our 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 Company. Further details on the transaction and change in ownership can be found in notes 26 and 28 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

 
BURNSALL ASSOCIATES LIMITED
 

 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024

The directors present their report and the financial statements for the year ended 31 December 2024.

Directors' responsibilities statement

The directors are responsible for preparing the Strategic report, the Directors' 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and 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 for the Company'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 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 to enable them to ensure that the financial statements comply with the Companies Act 2006They 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.

Results and dividends

The profit for the year, after taxation, amounted to £4,961,631 (2023 - £5,922,727).

Particulars of recommended dividends are detailed in note 13 to the financial statements.

Directors

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 1 January 2024)
Mr R Youngson (appointed 3 April 2025)
Mr J Tomlinson (appointed 3 April 2025)
Mr S Shannon (appointed 3 April 2025)
Ms L Robinson (appointed 3 April 2025)

Matters covered in the Strategic Report

The Company 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 company's strategic report information required by schedule 7 of the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008.

Page 3

 
BURNSALL ASSOCIATES LIMITED
 

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

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company's auditors are unaware, and

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

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

 
BURNSALL ASSOCIATES LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BURNSALL ASSOCIATES LIMITED
 

Opinion


We have audited the financial statements of Burnsall Associates Limited (the 'Company') for the year ended 31 December 2024, which comprise the Statement of comprehensive income, the Statement of financial position, the Statement of changes in equity, the Statement of cashflows 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 Company's affairs as at 31 December 2024 and of its profit for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for opinion


We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.


Conclusions relating to going concern


In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.


Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.


Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.


Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' report thereon. The directors are 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.


Page 5

 
BURNSALL ASSOCIATES LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BURNSALL ASSOCIATES LIMITED (CONTINUED)


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 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.


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 directors' 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 set out on page 3, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


In preparing the financial statements, the directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.


Page 6

 
BURNSALL ASSOCIATES LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BURNSALL ASSOCIATES 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 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 Company operates, 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 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 Company needs 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

 
BURNSALL ASSOCIATES LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BURNSALL ASSOCIATES 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

 
BURNSALL ASSOCIATES LIMITED
 

STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024

2024
2023
Note
£
£

  

Turnover
 4 
13,343,775
12,594,447

Administrative expenses
  
(7,481,239)
(5,187,096)

Operating profit
 5 
5,862,536
7,407,351

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 
49,830
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 tax
  
6,640,982
7,724,877

Tax on profit
 12 
(1,679,351)
(1,802,150)

Profit for the financial year
  
4,961,631
5,922,727

Other comprehensive income for the year
  

Fair value movement
  
(75,746)
75,746

Total comprehensive income for the year
  
4,885,885
5,998,473

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

The notes on pages 13 to 28 form part of these financial statements.

All activities of the company are from continuing operations.

Page 9

 
BURNSALL ASSOCIATES LIMITED
REGISTERED NUMBER: 10905250

STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2024

2024
2023
Note
£
£

Fixed assets
  

Tangible assets
 14 
19,489
17,193

Investments
 15 
2,008,945
1,350,886

  
2,028,434
1,368,079

Current assets
  

Debtors: amounts falling due after more than one year
 16 
1,375,154
1,375,154

Debtors: amounts falling due within one year
 16 
10,756,107
6,538,098

Investments
 17 
4,000,000
6,000,000

Cash at bank and in hand
 18 
4,917,201
2,298,059

  
21,048,462
16,211,311

Creditors: amounts falling due within one year
 19 
(2,359,285)
(2,102,744)

Net current assets
  
 
 
18,689,177
 
 
14,108,567

Total assets less current liabilities
  
20,717,611
15,476,646

Provisions for liabilities
  

Deferred tax
 20 
(53,000)
(25,000)

Other provisions
 21 
(255,300)
-

  
 
 
(308,300)
 
 
(25,000)

Net assets
  
20,409,311
15,451,646


Capital and reserves
  

Called up share capital 
 22 
100
100

Revaluation reserve
 23 
-
75,746

Profit and loss account
 23 
20,409,211
15,375,800

  
20,409,311
15,451,646


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




Ms L Robinson
Director

The notes on pages 13 to 28 form part of these financial statements.

Page 10

 
BURNSALL ASSOCIATES LIMITED
 

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


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

£
£
£
£


Balance at 1 January 2023
100
-
11,738,126
11,738,226


Year ended 31 December 2023

Profit for the year
-
-
5,922,727
5,922,727

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

Dividends
-
-
(2,209,307)
(2,209,307)



Balance at 1 January 2024
100
75,746
15,375,800
15,451,646


Year ended 31 December 2024

Profit for the year
-
-
4,961,631
4,961,631

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

Dividends
-
-
(3,966)
(3,966)


Balance at 31 December 2024
100
-
20,409,211
20,409,311


The notes on pages 13 to 28 form part of these financial statements.

Page 11

 
BURNSALL ASSOCIATES LIMITED
 

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

2,298,059

2,619,142

4,917,201


2,298,059
2,619,142
4,917,201

The notes on pages 13 to 28 form part of these financial statements.

Page 12

 
BURNSALL ASSOCIATES LIMITED
 

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

1.


General information

Burnsall Associates Limited (10905250)  is a private company limited by shares incorporated in England and Wales. The registered office is Gresham House, 5-7 St. Pauls Street, Leeds, England, LS1 2JG. The principal activity of the company 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 financial statements are prepared in sterling, which is the functional currency of the entity.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 3).

The following principal accounting policies have been applied:

 
2.2

Exemption from preparing consolidated financial statements

The Company is a parent company that is also a subsidiary included in the consolidated financial statements of a larger group by a parent undertaking established under the law of any part of the United Kingdom and is therefore exempt from the requirement to prepare consolidated financial statements under section 400 of the Companies Act 2006.

 
2.3

Going concern

The financial statements have been prepared on the basis that the company can continue to operate as a going concern.
The directors, having made due and careful enquiry, are of the opinion that the company has adequate working capital to execute its operations for a period of at least 12 months from the date of approval of the accounts.
The directors, therefore, have made an informed judgement, at the time of approving the financial statements, that there is a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future.

Page 13

 
BURNSALL ASSOCIATES LIMITED
 

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

2.Accounting policies (continued)

 
2.4

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company 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 Company 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.

 
2.5

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 Company 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.

 
2.6

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.

Page 14

 
BURNSALL ASSOCIATES LIMITED
 

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

2.Accounting policies (continued)

 
2.7

Financial instruments

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

The Company 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 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 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 Company'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 15

 
BURNSALL ASSOCIATES LIMITED
 

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

2.Accounting policies (continued)


2.7
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 Company after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other creditors, bank loans and other loans 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 Company 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 Company 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 Company's contractual obligations expire or are discharged or cancelled.

Page 16

 
BURNSALL ASSOCIATES LIMITED
 

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

2.Accounting policies (continued)

 
2.8

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 operates and generates 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; and
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

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.


 
2.9

Interest income

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

 
2.10

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.

 
2.11

Pensions

Defined contribution pension plan

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

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

 
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.

Page 17

 
BURNSALL ASSOCIATES LIMITED
 

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

2.Accounting policies (continued)

 
2.13

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.

 
2.14

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.

 
2.15

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

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

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

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


3.


Judgements in applying accounting policies and key sources of estimation uncertainty

In the application of the company’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 period of the revision and future periods where the revision affects both current and future periods.
There are no key sources of estimation that may have a significant effect on amounts recognised in the financial statements.

Page 18

 
BURNSALL ASSOCIATES LIMITED
 

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

4.


Turnover

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


2024
2023
£
£

Incentive sales
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 losses/(gains)
(89,706)
107,008

Depreciation
6,133
5,699


6.


Auditors' remuneration

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


2024
 2023
£
£

Fees payable to the Company's auditors for the audit of the Company's financial statements
15,995
15,995

The Company has taken advantage of the exemption not to disclose amounts paid for non-audit services as these are disclosed in the consolidated accounts of the parent Company.

Page 19

 
BURNSALL ASSOCIATES LIMITED
 

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

7.


Employees

Staff costs, including directors' remuneration, were as follows:


2024
2023
£
£

Wages and salaries
3,935,374
3,011,312

Social security costs
449,958
323,339

Cost of defined contribution scheme
8,262
9,767

4,393,594
3,344,418


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


        2024
        2023
            No.
            No.







Management
7
8



Admin
6
7

13
15


8.


Directors' remuneration

2024
2023
£
£

Directors' emoluments
1,085,994
243,062

1,085,994
243,062


The highest paid director received remuneration of £806,340 (2023 - £243,062).

The value of the Company'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 during the year totalled £1,709,388 (2023: £1,262,719).


9.


Income from investments

2024
2023
£
£

Income from current asset investments
232,399
200,205

232,399
200,205






Page 20

 
BURNSALL ASSOCIATES LIMITED
 

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

10.


Interest receivable and similar income

2024
2023
£
£


Other interest receivable
49,830
73,290

49,830
73,290


11.


Interest payable and similar expenses

2024
2023
£
£


Other interest payable
1,826
56,715

1,826
56,715


12.


Taxation


2024
2023
£
£

Corporation tax


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

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


Total current tax
1,651,351
1,777,150

Deferred tax


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

Total deferred tax
28,000
25,000


Total tax charge
1,679,351
1,802,150
Page 21

 
BURNSALL ASSOCIATES 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 - lower 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
6,640,982
7,724,877


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 23.52%)
1,660,246
1,816,891

Effects of:


Tax effect of expenses that are not deductible in determining taxable profit
-
8,172

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)

Chargeable gains
126,687
-

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

Group relief
(69)
-

Exempt ABGH distributions
(5,930)
(306)

Over/under provision
20,609
(1,563)

Total tax charge for the year
1,679,351
1,802,150


Factors that may affect future tax charges

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


13.


Dividends

2024
2023
£
£


Equity dividends - final paid
3,966
2,209,307

3,966
2,209,307

Page 22

 
BURNSALL ASSOCIATES LIMITED
 

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

14.


Tangible fixed assets





Equipment

£



Cost or valuation


At 1 January 2024
35,410


Additions
8,429



At 31 December 2024

43,839



Depreciation


At 1 January 2024
18,217


Charge for the year on owned assets
6,133



At 31 December 2024

24,350



Net book value



At 31 December 2024
19,489



At 31 December 2023
17,193

Page 23

 
BURNSALL ASSOCIATES LIMITED
 

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

15.


Fixed asset investments





Listed investments

£



Cost or valuation


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).

Page 24

 
BURNSALL ASSOCIATES LIMITED
 

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

16.


Debtors

2024
2023
£
£

Due after more than one year

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

1,375,154
1,375,154


2024
2023
£
£

Due within one year

Trade debtors
1,187,510
702,505

Amounts owed by group undertakings
111,192
79,043

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

Prepayments and accrued income
1,324,779
1,222,202

10,756,107
6,538,098



17.


Current asset investments

2024
2023
£
£

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

4,000,000
6,000,000



18.


Cash and cash equivalents

2024
2023
£
£

Cash at bank and in hand
4,917,201
2,298,059

4,917,201
2,298,059


Page 25

 
BURNSALL ASSOCIATES LIMITED
 

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

19.


Creditors: Amounts falling due within one year

2024
2023
£
£

Trade creditors
14,663
41,737

Amounts owed to group undertakings
301,234
-

Corporation tax
49,785
692,519

Other taxation and social security
85,200
84,833

Other creditors
2
10,496

Accruals and deferred income
1,908,401
1,273,159

2,359,285
2,102,744



20.


Deferred taxation




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

The provision for deferred taxation is made up as follows:

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 company.

Page 26

 
BURNSALL ASSOCIATES LIMITED
 

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

21.


Provisions




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 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. 


22.


Share capital

2024
2023
£
£
Allotted, called up and fully paid



100 (2023 - 100) Ordinary shares of £1 each
100
100

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



23.


Reserves

Revaluation reserve

Revaluation reserve - This reserve includes the cumulative net change in the financial assets held by the company.

Profit and loss account

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 Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge recognised in profit or loss as an expense represents contributions paid by the Company to the fund and amounted to £8,262 (2023 - £9,767). Contributions totalling (£220) (2023 - £294) were (repayable)/payable to the fund at the reporting date and are included in creditors.

Page 27

 
BURNSALL ASSOCIATES LIMITED
 

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

25.


Transactions with directors

At 31 December 2024, the directors owed the company £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 the loan. Interest was charged on the loan 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 company.


26.


Related party transactions

The company has taken advantage of the exemption under Financial Reporting Standard 102 not to diclose 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. 
Following the balance sheet date, on 3rd April 2025, the Burnsall Associates Trustees Limited ("EOT") purchased 100% of the ordinary share capital of Thorner Lane Limited ("parent company"), following which the parent 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 parent company with the remaining payment period running to 31 July 2035. The liabilities in relation to this transaction are held between the EOT and Thorner Lane Limited. Burnsall Associates Limited does not act as a guarantor on the loans to the EOT. During the period, the Company made dividend payments for EOT contributions to Thorner Lane Limited totalling £nil.
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.


27.


Post balance sheet events

Details of the change in ultimate 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

The immediate parent company is Thorner Lane Limited by virtue of their 100% share ownership of the Company. During the year to 31 December 2024, Mr N Scrase was the ultimate controlling party by virtue of his shareholding in Thorner Lane Limited. 
See note 26 for details of the change in ownership of Thorner Lane Limited following the year end. 
The Company's results are included in the consolidated accounts of Thorner Lane Limited. The registered office of Thorner Lane Limited is Gresham House, 5-7 St Paul's Street, Leeds, LS1 2JG.

Page 28