| REGISTERED NUMBER: 04656447 (England and Wales) |
| GROUP STRATEGIC REPORT, |
| REPORT OF THE DIRECTORS AND |
| CONSOLIDATED FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| FOR |
| The Birchman Group Limited |
| REGISTERED NUMBER: 04656447 (England and Wales) |
| GROUP STRATEGIC REPORT, |
| REPORT OF THE DIRECTORS AND |
| CONSOLIDATED FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| FOR |
| The Birchman Group Limited |
| The Birchman Group Limited (Registered number: 04656447) |
| CONTENTS OF THE CONSOLIDATED FINANCIAL STATEMENTS |
| for the Year Ended 31 December 2024 |
| Page |
| Company Information | 1 |
| Group Strategic Report | 2 |
| Report of the Directors | 4 |
| Report of the Independent Auditors | 5 |
| Consolidated Income Statement | 8 |
| Consolidated Other Comprehensive Income | 9 |
| Consolidated Balance Sheet | 10 |
| Company Balance Sheet | 11 |
| Consolidated Statement of Changes in Equity | 12 |
| Company Statement of Changes in Equity | 13 |
| Consolidated Cash Flow Statement | 14 |
| Notes to the Consolidated Financial Statements | 15 |
| The Birchman Group Limited |
| COMPANY INFORMATION |
| for the Year Ended 31 December 2024 |
| DIRECTORS: |
| SECRETARY: |
| REGISTERED OFFICE: |
| REGISTERED NUMBER: |
| SENIOR STATUTORY AUDITOR: | Paul Laxton FCCA |
| AUDITORS: |
| Chartered Accountants & Statutory Auditors |
| 8th Floor |
| Becket House |
| 36 Old Jewry |
| London |
| EC2R 8DD |
| The Birchman Group Limited (Registered number: 04656447) |
| GROUP STRATEGIC REPORT |
| for the Year Ended 31 December 2024 |
| The directors present their Strategic Report as required by the Companies Act 2006 (Strategic Report and Directors' Report) Regulations 2013 Chapter 4A Section 414A, as updated in Companies, Partnerships and Groups (Accounts and Non-Financial Reporting) 2016 for the year ended 31 December 2024. |
| REVIEW OF BUSINESS |
| The principal activities of the group continue to be management and IT consultancy and software sales. The business is principally related to services around Digital Transformation, Business Change, Solution Implementation, Managed Services, Continuous Business Improvement, and sales of SAP software. |
| The business continued to strengthen its market position in 2024, and overall, the directors are satisfied with the performance of the group. Throughout the year, the group continued to maintain and build on the relationships with its existing customer base whilst also adding significant new customers and increasing investment in sales, marketing and the development of intellectual property. |
| A close relationship with SAP is essential as the group continues as a leading Value-Added Reseller (VAR) of their software licences and cloud services in the UK. During 2021 the group became a member of United VARs and this membership has strengthened the group's relationship with SAP and provided additional revenue. Through this membership the group is recognised as an SAP Platinum Partner with particular focus on SAP ERP (SAP S/4HANA Public Cloud, Private Cloud and On-premise) and the use of the SAP Business Technology Platform for integrations and innovations. |
| Consulting services revenue remained steady and has shown significant growth potential as customers move to the latest version of ERP software (SAP S/4HANA), and customers increase investment in digital transformation. The group's focus on technology business change and transformation continues to support new consulting service engagements. |
| FUTURE DEVELOPMENTS |
| The directors expect the business to continue to be profitable in 2025. |
| The business is well-placed to support the following industry trends and continue to grow: |
| o Companies' strategy to become more agile through digital transformation. |
| o Companies' IT strategy to move to cloud services, adopt new innovations and increase protection from cyber security threats. |
| o For the SAP install base, the move from legacy SAP ERP to SAP S/4HANA. |
| o Strong outlook for SAP S/4HANA Public Cloud as customers replace alternative legacy ERP solutions with SAP ERP and growing mid-market companies choose SAP ERP. |
| o Companies' demand for continuous business improvement through process and solution optimisation, automation and the adoption of best practices. |
| RESULTS AND KEY PERFORMANCE INDICATORS |
| Revenues for the year to 31 December 2024 were £24,316,825 (2023: £22,616,843) and the profit for the year before taxation amounted to £6,728,118 (2023: £7,111,267). The group finished the year with net assets of £6,696,266 (2023: £7,632,097). |
| The directors have a number of key performance indicators by which they measure the ongoing activities of the group. These measures include revenue, gross margin, operating margin, cash balances, aged receivables, staff utilisation and customer service level agreements. |
| The group companies maintain a balance of permanent employees and external partners to ensure that the business is both adaptable to accommodate growth and flexible in terms of cost base. The resource mix allows the directors to manage any fluctuations in revenue, should they occur. |
| The Birchman Group Limited (Registered number: 04656447) |
| GROUP STRATEGIC REPORT |
| for the Year Ended 31 December 2024 |
| PRINCIPAL RISKS AND UNCERTAINTIES |
| The global economic challenges arising from the situation in and with Ukraine, the Middle East and China; and the increased rate of taxes and inflation continue to present challenges for the group and its customers. There is a risk that USA tariffs extend to services which would impact the group and the goods tariff may present challenges to the group's customers. However, the group continues to be agile and competitive as a business. |
| Despite the wider economic disruption caused by the challenges above, the directors believe that the business is well protected for the medium and long-term. |
| The group has annuity revenue from a wide range of customers for both managed services and software licences. |
| The business is modestly exposed to fluctuations in the exchange rate with the US dollar. However, a hedge is created by ensuring that any external costs related directly to a revenue contract in US dollars are in the same currency. |
| ON BEHALF OF THE BOARD: |
| The Birchman Group Limited (Registered number: 04656447) |
| REPORT OF THE DIRECTORS |
| for the Year Ended 31 December 2024 |
| The directors present their report with the financial statements of the company and the group for the year ended 31 December 2024. |
| PRINCIPAL ACTIVITIES |
| The principal activities of the group in the year under review were those of management and IT consultancy and software sales. |
| DIVIDENDS |
| The total distribution of dividends for the year ended 31 December 2024 will be £5,974,000 (2023: £7,400,800). |
| EVENTS SINCE THE END OF THE YEAR |
| Information relating to events since the end of the year is given in the notes to the financial statements. |
| DIRECTORS |
| The directors shown below have held office during the whole of the period from 1 January 2024 to the date of this report. |
| STATEMENT OF DIRECTORS' RESPONSIBILITIES |
| The directors are responsible for preparing the Group Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations. |
| Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and the group and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to: |
| - | select suitable accounting policies 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 and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. |
| STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS |
| So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information. |
| AUDITORS |
| The auditors, Xeinadin Audit Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting. |
| ON BEHALF OF THE BOARD: |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| THE BIRCHMAN GROUP LIMITED |
| Opinion |
| We have audited the financial statements of The Birchman Group Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice). |
| In our opinion the financial statements: |
| - | give a true and fair view of the state of the group's and of the parent company 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 UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. |
| Conclusions relating to going concern |
| In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. |
| Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and the parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. |
| Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. |
| Other information |
| The directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon. |
| Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. |
| In connection with our audit of the financial statements, 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 audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. |
| Opinions on other matters prescribed by the Companies Act 2006 |
| In our opinion, based on the work undertaken in the course of the audit: |
| - | the information given in the Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
| - | the Group Strategic Report and the Report of the Directors 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 Report of the Directors. |
| We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion: |
| - | adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or |
| - | the parent company financial statements are not in agreement with the accounting records and returns; or |
| - | certain disclosures of directors' remuneration specified by law are not made; or |
| - | we have not received all the information and explanations we require for our audit. |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| THE BIRCHMAN GROUP LIMITED |
| Responsibilities of directors |
| As explained more fully in the Statement of Directors' Responsibilities set out on page four, 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 necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. |
| In preparing the financial statements, the directors are responsible for assessing the group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so. |
| Auditors' responsibilities for the audit of the financial statements |
| Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors 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: |
| o Enquiry of management and those charged with governance around actual and potential litigation and claims; |
| o Reviewing minutes of meetings of those charged with governance; |
| o Performing audit work over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for bias; |
| o Enquiry of management and those charged with governance to identify any instances of non-compliance with laws and regulations. |
| The potential effect of these laws and regulations on the financial statements varies considerably. |
| Firstly, the Group is subject to laws and regulations that directly affect the financial statements including financial reporting legislation (including related companies legislation), distributable profits legislation and taxation legislation and we assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items. |
| Secondly, the Group is subject to many other laws and regulations where the consequence of non-compliance could have a material effect on amounts or disclosures in the financial statements, for instance the imposition of fines or litigation. We identified the following areas as those most likely to have such an effect: health and safety, data protection laws, anti-bribery, money laundering, employment law compliance recognising the nature of the Group's activities. Auditing standards limit the required audit procedures to identify non-compliance with these laws and regulations to enquiry of the directors and other management and inspection of regulatory and legal correspondence, if any. Therefore, if a breach of operational regulations is not disclosed to us or evident from relevant correspondence, an audit will not detect that breach. |
| 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. |
| We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. |
| 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 Report of the Auditors. |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| THE BIRCHMAN GROUP LIMITED |
| Use of our report |
| This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors 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. |
| for and on behalf of |
| Chartered Accountants & Statutory Auditors |
| 8th Floor |
| Becket House |
| 36 Old Jewry |
| London |
| EC2R 8DD |
| The Birchman Group Limited (Registered number: 04656447) |
| CONSOLIDATED |
| INCOME STATEMENT |
| for the Year Ended 31 December 2024 |
| 31.12.24 | 31.12.23 |
| as restated |
| Notes | £ | £ |
| TURNOVER | 24,316,825 | 22,616,843 |
| Cost of sales | 14,961,582 | 13,147,069 |
| GROSS PROFIT | 9,355,243 | 9,469,774 |
| Administrative expenses | 2,647,686 | 2,365,248 |
| 6,707,557 | 7,104,526 |
| Other operating income | 93,544 | (35 | ) |
| OPERATING PROFIT | 5 | 6,801,101 | 7,104,491 |
| Interest receivable and similar income | 102 | 6,776 |
| 6,801,203 | 7,111,267 |
| Interest payable and similar expenses | 6 | 73,085 | - |
| PROFIT BEFORE TAXATION | 6,728,118 | 7,111,267 |
| Tax on profit | 7 | 1,689,949 | 1,673,013 |
| PROFIT FOR THE FINANCIAL YEAR |
| Profit attributable to: |
| Owners of the parent | 5,038,169 | 5,438,254 |
| The Birchman Group Limited (Registered number: 04656447) |
| CONSOLIDATED |
| OTHER COMPREHENSIVE INCOME |
| for the Year Ended 31 December 2024 |
| 31.12.24 | 31.12.23 |
| as restated |
| Notes | £ | £ |
| PROFIT FOR THE YEAR | 5,038,169 | 5,438,254 |
| OTHER COMPREHENSIVE INCOME |
| - | 219 |
| Income tax relating to other comprehensive income |
- |
- |
| OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX |
- |
219 |
| TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
5,038,169 |
5,438,473 |
| Total comprehensive income attributable to: |
| Owners of the parent | 5,038,169 | 5,438,473 |
| The Birchman Group Limited (Registered number: 04656447) |
| CONSOLIDATED BALANCE SHEET |
| 31 December 2024 |
| 31.12.24 | 31.12.23 |
| as restated |
| Notes | £ | £ | £ | £ |
| FIXED ASSETS |
| Tangible assets | 11 | 23,755 | 17,949 |
| Investments | 12 | - | - |
| 23,755 | 17,949 |
| CURRENT ASSETS |
| Debtors | 13 | 4,186,514 | 4,369,319 |
| Cash at bank | 12,761,232 | 12,854,973 |
| 16,947,746 | 17,224,292 |
| CREDITORS |
| Amounts falling due within one year | 14 | 10,275,235 | 9,610,144 |
| NET CURRENT ASSETS | 6,672,511 | 7,614,148 |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
6,696,266 |
7,632,097 |
| CAPITAL AND RESERVES |
| Called up share capital | 15 | 835 | 835 |
| Share premium | 16 | 29,950 | 29,950 |
| Pre-acquisition reserves | 16 | 99 | 99 |
| Retained earnings | 16 | 6,665,382 | 7,601,213 |
| 6,696,266 | 7,632,097 |
| The financial statements were approved by the Board of Directors and authorised for issue on 30 September 2025 and were signed on its behalf by: |
| Mr R M Taylor - Director |
| The Birchman Group Limited (Registered number: 04656447) |
| COMPANY BALANCE SHEET |
| 31 December 2024 |
| 31.12.24 | 31.12.23 |
| as restated |
| Notes | £ | £ | £ | £ |
| FIXED ASSETS |
| Tangible assets | 11 |
| Investments | 12 |
| CURRENT ASSETS |
| Debtors | 13 |
| Cash at bank |
| CREDITORS |
| Amounts falling due within one year | 14 |
| NET CURRENT ASSETS |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
| CAPITAL AND RESERVES |
| Called up share capital | 15 |
| Share premium | 16 |
| Retained earnings | 16 |
| Company's profit for the financial year | 4,413,423 | 6,497,376 |
| The financial statements were approved by the Board of Directors and authorised for issue on |
| The Birchman Group Limited (Registered number: 04656447) |
| CONSOLIDATED STATEMENT OF CHANGES IN EQUITY |
| for the Year Ended 31 December 2024 |
| Called up |
| share | Retained | Share | Pre-acquisition | Total |
| capital | earnings | premium | reserves | equity |
| £ | £ | £ | £ | £ |
| Balance at 1 January 2023 | 1,054 | 9,563,540 | 29,950 | 99 | 9,594,643 |
| Changes in equity |
| Profit for the year | - | 5,438,254 | - | - | 5,438,254 |
| Cancellation of shares | - | 219 | - | - | 219 |
| Total comprehensive income | - | 5,438,473 | - | - | 5,438,473 |
| Dividends | - | (7,400,800 | ) | - | - | (7,400,800 | ) |
| Issue of share capital | (219 | ) | - | - | - | (219 | ) |
| Balance at 31 December 2023 | 835 | 7,601,213 | 29,950 | 99 | 7,632,097 |
| Changes in equity |
| Profit for the year | - | 5,038,169 | - | - | 5,038,169 |
| Total comprehensive income | - | 5,038,169 | - | - | 5,038,169 |
| Dividends | - | (5,974,000 | ) | - | - | (5,974,000 | ) |
| Balance at 31 December 2024 | 835 | 6,665,382 | 29,950 | 99 | 6,696,266 |
| The Birchman Group Limited (Registered number: 04656447) |
| COMPANY STATEMENT OF CHANGES IN EQUITY |
| for the Year Ended 31 December 2024 |
| Called up |
| share | Retained | Share | Total |
| capital | earnings | premium | equity |
| £ | £ | £ | £ |
| Balance at 1 January 2023 |
| Changes in equity |
| Profit for the year | - | 6,497,376 | - | 6,497,376 |
| Cancellation of shares | - | 219 | - | 219 |
| Total comprehensive income | - | - |
| Dividends | - | ( |
) | - | ( |
) |
| Issue of share capital | ( |
) | - | ( |
) |
| Balance at 31 December 2023 |
| Changes in equity |
| Profit for the year | - | 4,413,423 | - | 4,413,423 |
| Total comprehensive income | - | - |
| Dividends | - | ( |
) | - | ( |
) |
| Balance at 31 December 2024 |
| The Birchman Group Limited (Registered number: 04656447) |
| CONSOLIDATED CASH FLOW STATEMENT |
| for the Year Ended 31 December 2024 |
| 31.12.24 | 31.12.23 |
| as restated |
| Notes | £ | £ |
| Cash flows from operating activities |
| Cash generated from operations | 20 | 7,322,842 | 6,812,050 |
| Interest paid | (73,085 | ) | - |
| Tax paid | (1,356,525 | ) | (684,274 | ) |
| Net cash from operating activities | 5,893,232 | 6,127,776 |
| Cash flows from investing activities |
| Purchase of tangible fixed assets | (13,075 | ) | (7,984 | ) |
| Cancellation of Shares | - | 219 |
| Interest received | 102 | 6,776 |
| Net cash from investing activities | (12,973 | ) | (989 | ) |
| Cash flows from financing activities |
| Share issue | - | (219 | ) |
| Equity dividends paid | (5,974,000 | ) | (7,400,800 | ) |
| Net cash from financing activities | (5,974,000 | ) | (7,401,019 | ) |
| Decrease in cash and cash equivalents | (93,741 | ) | (1,274,232 | ) |
| Cash and cash equivalents at beginning of year | 21 | 12,854,973 | 14,129,205 |
| Cash and cash equivalents at end of year | 21 | 12,761,232 | 12,854,973 |
| The Birchman Group Limited (Registered number: 04656447) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
| for the Year Ended 31 December 2024 |
| 1. | STATUTORY INFORMATION |
| Birchman Group Limited is a private company, limited by shares, registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page. |
| The principal place of business is Victorian Wing, Hare Hatch Grange, Bath Road, Hare Hatch, Berkshire, RG10 9SA. |
| 2. | STATEMENT OF COMPLIANCE |
| These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. |
| 3. | ACCOUNTING POLICIES |
| Basis of preparing the financial statements |
| Basis of Consolidation |
| The consolidated financial statements include the financial statements of the parent company and its subsidiaries. Subsidiaries are entities controlled by the Group, where control is defined as the power to govern financial and operating policies to obtain benefits. |
| Subsidiaries are consolidated from the date control is obtained until the date control ceases. Intra-group balances, transactions, income, and expenses are eliminated in full. Non-controlling interests are presented separately in equity and profit or loss. |
| Going Concern under FRS 102 |
| The directors have made appropriate enquiries and reviewed budgets and forecasts. After considering these and the current financial position, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Therefore, the accounts have been prepared on a going concern basis. |
| Related party exemption |
| The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group. |
| Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements. |
| Significant judgements and estimates |
| The preparation of the financial statements involves management making judgements and estimates that affect the reported amounts of assets, liabilities, income, and expenses. These estimates are based on historical experience and other factors believed to be reasonable under the circumstances. Actual results may differ from these estimates, and management regularly reviews and updates them as needed. |
| Turnover |
| Revenue is recognised when control of the goods or services is transferred to the customer. Service revenue, including software implementation and support, is recognised over the period the services are performed. Software revenue from license sales is recognised upon delivery or installation, with any associated support or maintenance fees recognised over the related service period. Revenue is measured at the fair value of the consideration received or receivable. |
| Tangible fixed assets |
| Fixtures and fittings | - |
| Computer equipment | - |
| Operating Leases |
| Rentals applicable to operating leases, where substantially all the benefit and risk of ownership remain with the lessor, are charged to the profit and loss account on a straight line basis over the lease term. |
| The Birchman Group Limited (Registered number: 04656447) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| for the Year Ended 31 December 2024 |
| 3. | ACCOUNTING POLICIES - continued |
| Financial instruments |
| The company has financial assets and financial liabilities which are measured at amortized cost. Financial assets include trade and other receivables and cash and cash equivalents. Financial liabilities include trade payables and other short-term monetary liabilities. The company has no financial instruments measured at fair value through profit or loss. |
| Financial assets and liabilities are initially recognised at fair value and subsequently measured at amortized cost using the effective interest method, less any impairment losses. |
| Taxation |
| Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. |
| Current or deferred taxation assets and liabilities are not discounted. |
| Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date. |
| Deferred tax |
| Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date. |
| Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference. |
| Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. |
| Foreign currencies |
| Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result. |
| Pension costs and other post-retirement benefits |
| The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate. |
| Presentation currency |
| The presentation currency is £ sterling. The figures in the financial statements are rounded to the nearest £ sterling. |
| 4. | EMPLOYEES AND DIRECTORS |
| 31.12.24 | 31.12.23 |
| as restated |
| £ | £ |
| Wages and salaries | 4,869,368 | 3,820,351 |
| Social security costs | 473,385 | 368,915 |
| Other pension costs | 78,802 | 66,801 |
| 5,421,555 | 4,256,067 |
| The average number of employees during the year was as follows: |
| 31.12.24 | 31.12.23 |
| as restated |
| Directors | 2 | 2 |
| Consultants | 40 | 31 |
| Administration | 10 | 9 |
| The Birchman Group Limited (Registered number: 04656447) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| for the Year Ended 31 December 2024 |
| 4. | EMPLOYEES AND DIRECTORS - continued |
| 31.12.24 | 31.12.23 |
| as restated |
| £ | £ |
| Directors' remuneration | 294,224 | 287,015 |
| Directors' pension contributions to money purchase schemes | 2,642 | 2,642 |
| The number of directors to whom retirement benefits were accruing was as follows: |
| Money purchase schemes | 2 | 2 |
| Information regarding the highest paid director is as follows: |
| 31.12.24 | 31.12.23 |
| as restated |
| £ | £ |
| Emoluments etc | 168,743 | 161,534 |
| Pension contributions to money purchase schemes | 1,321 | 1,321 |
| Accrued pension at 31 December 2024 | 240 | 230 |
| 5. | OPERATING PROFIT |
| The operating profit is stated after charging/(crediting): |
| 31.12.24 | 31.12.23 |
| as restated |
| £ | £ |
| Depreciation - owned assets | 7,269 | 6,068 |
| Auditors' remuneration | 24,225 | 25,050 |
| Foreign exchange differences | (93,544 | ) | 118,424 |
| 6. | INTEREST PAYABLE AND SIMILAR EXPENSES |
| 31.12.24 | 31.12.23 |
| as restated |
| £ | £ |
| Interest payable | 73,085 | - |
| 7. | TAXATION |
| Analysis of the tax charge |
| The tax charge on the profit for the year was as follows: |
| 31.12.24 | 31.12.23 |
| as restated |
| £ | £ |
| Current tax: |
| UK corporation tax | 1,689,949 | 1,673,013 |
| Tax on profit | 1,689,949 | 1,673,013 |
| The Birchman Group Limited (Registered number: 04656447) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| for the Year Ended 31 December 2024 |
| 7. | TAXATION - continued |
| Reconciliation of total tax charge included in profit and loss |
| The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below: |
| 31.12.24 | 31.12.23 |
| as restated |
| £ | £ |
| Profit before tax | 6,728,118 | 7,111,267 |
| Profit multiplied by the standard rate of corporation tax in the UK of 25 % (2023 - 25 %) |
1,682,030 |
1,777,817 |
| Effects of: |
| Expenses not deductible for tax purposes | 9,611 | 1,244 |
| Capital allowances in excess of depreciation | (1,692 | ) | (699 | ) |
| Other Timing Differences | - | (105,349 | ) |
| Total tax charge | 1,689,949 | 1,673,013 |
| Tax effects relating to effects of other comprehensive income |
| 31.12.23 |
| Gross | Tax | Net |
| £ | £ | £ |
| Cancellation of Shares | 219 | - | 219 |
| 8. | INDIVIDUAL INCOME STATEMENT |
| As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements. |
| 9. | DIVIDENDS |
| The total distribution of dividends for the year ended 31 December 2024 will be £5,974,000. (2023: £7,400,800). |
| 10. | PRIOR YEAR ADJUSTMENT |
| Share Capital - Prior Period Adjustment |
| During the preparation of the 2024 financial statements, the company corrected an error in the 2023 accounts relating to share capital. |
| Share Class D (1 share of £1 per share =£1) and Share Class A (2179 shares of £10p per share =£217.90) Total = £218.90 were cancelled but not correctly reflected in the 2023 figures last year. |
| The 2023 comparatives have now been restated in these accounts to reflect the correct opening share capital position. |
| The Birchman Group Limited (Registered number: 04656447) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| for the Year Ended 31 December 2024 |
| 11. | TANGIBLE FIXED ASSETS |
| Group |
| Fixtures |
| and | Computer |
| fittings | equipment | Totals |
| £ | £ | £ |
| COST |
| At 1 January 2024 | 4,648 | 27,522 | 32,170 |
| Additions | - | 13,075 | 13,075 |
| Disposals | - | (2,182 | ) | (2,182 | ) |
| At 31 December 2024 | 4,648 | 38,415 | 43,063 |
| DEPRECIATION |
| At 1 January 2024 | 3,901 | 10,320 | 14,221 |
| Charge for year | 465 | 6,804 | 7,269 |
| Eliminated on disposal | - | (2,182 | ) | (2,182 | ) |
| At 31 December 2024 | 4,366 | 14,942 | 19,308 |
| NET BOOK VALUE |
| At 31 December 2024 | 282 | 23,473 | 23,755 |
| At 31 December 2023 | 747 | 17,202 | 17,949 |
| Company |
| Computer |
| equipment |
| £ |
| COST |
| At 1 January 2024 |
| Disposals | ( |
) |
| At 31 December 2024 |
| DEPRECIATION |
| At 1 January 2024 |
| Charge for year |
| Eliminated on disposal | ( |
) |
| At 31 December 2024 |
| NET BOOK VALUE |
| At 31 December 2024 |
| At 31 December 2023 |
| The Birchman Group Limited (Registered number: 04656447) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| for the Year Ended 31 December 2024 |
| 12. | FIXED ASSET INVESTMENTS |
| Company |
| Shares in |
| group |
| undertakings |
| £ |
| COST |
| At 1 January 2024 |
| and 31 December 2024 |
| NET BOOK VALUE |
| At 31 December 2024 |
| At 31 December 2023 |
| The group or the company's investments at the Balance Sheet date in the share capital of companies include the following: |
| Subsidiary |
| Registered office: Victorian Wing, Hare Hatch Grange, Bath Road, Hare Hatch, Reading, Berkshire, RG10 9SA |
| Nature of business: |
| % |
| Class of shares: | holding |
| 31.12.24 | 31.12.23 |
| £ | £ |
| Aggregate capital and reserves |
| Profit for the year |
| 13. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| Group | Company |
| 31.12.24 | 31.12.23 | 31.12.24 | 31.12.23 |
| as restated | as restated |
| £ | £ | £ | £ |
| Trade debtors | 3,679,531 | 4,007,211 |
| Amounts owed by group undertakings | - | - |
| Amounts owed by participating interests | 904 | - | 904 | - |
| Other debtors | 41,967 | 69,817 |
| Called up share capital not paid | - | 904 |
| Prepayments and accrued income | 464,112 | 291,387 |
| 4,186,514 | 4,369,319 |
| 14. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| Group | Company |
| 31.12.24 | 31.12.23 | 31.12.24 | 31.12.23 |
| as restated | as restated |
| £ | £ | £ | £ |
| Trade creditors | 2,488,522 | 2,497,187 |
| Tax | 1,632,315 | 1,298,891 |
| Social security and other taxes | 400,336 | 235,227 |
| Other creditors | 1,476,056 | 1,212,047 |
| Accruals and deferred income | 4,278,006 | 4,366,792 |
| 10,275,235 | 9,610,144 |
| The Birchman Group Limited (Registered number: 04656447) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| for the Year Ended 31 December 2024 |
| 15. | CALLED UP SHARE CAPITAL |
| Allotted, issued and fully paid | 31.12.24 | 31.12.23 |
| Number: | Class: | Nominal | £ | £ |
| Value: |
| 1 | Ordinary B | £1 | 1 | 1 |
| 1 | Ordinary C | £1 | 1 | 1 |
| 1 | Ordinary E | £1 | 1 | 1 |
| 8,321 | Ordinary A | 10p | 832 | 832 |
| 835 | 835 |
| During the preparation of the 2024 financial statements, the company corrected an error in the 2023 accounts relating to share capital.The 2023 comparatives have now been restated in these accounts to reflect the correct opening share capital position. Refer to note ''Prior year adjustment'' for details. |
| Share Rights |
| Ordinary A shares carry full voting rights. Shares B, C, and E carry no voting rights. |
| 16. | RESERVES |
| Group |
| Retained | Share | Pre-acquisition |
| earnings | premium | reserves | Totals |
| £ | £ | £ | £ |
| At 1 January 2024 | 7,601,213 | 29,950 | 99 | 7,631,262 |
| Profit for the year | 5,038,169 | 5,038,169 |
| Dividends | (5,974,000 | ) | (5,974,000 | ) |
| At 31 December 2024 | 6,665,382 | 29,950 | 99 | 6,695,431 |
| Company |
| Retained | Share |
| earnings | premium | Totals |
| £ | £ | £ |
| At 1 January 2024 | 3,751,694 |
| Profit for the year |
| Dividends | ( |
) | ( |
) |
| At 31 December 2024 | 2,191,117 |
| 17. | ULTIMATE PARENT COMPANY |
| Byrley Ltd is regarded by the directors as being the company's ultimate parent company. |
| The intermediate parent company is Birchman ESP Limited. |
| The registered office for Byrley Ltd and Birchman ESP Limited is located at Units SCF 1&2, Western International Market, Hayes Road, Southall, Middlesex, UB2 5XJ. |
| 18. | POST BALANCE SHEET EVENTS |
| After year-end, B, C, and E shares were cancelled, and A shares were subdivided. In June 2025, A shares were reclassified into preferred ordinary and ordinary shares. Rights remain the same, with both share classes ranking equally for voting and dividends. On exit, the first £4.45m goes to preferred ordinary shareholders; the rest to ordinary shareholders. |
| 19. | ULTIMATE CONTROLLING PARTY |
| The controlling party is Mr I G Wyrley-Birch. |
| The Birchman Group Limited (Registered number: 04656447) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| for the Year Ended 31 December 2024 |
| 20. | RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS |
| 31.12.24 | 31.12.23 |
| as restated |
| £ | £ |
| Profit before taxation | 6,728,118 | 7,111,267 |
| Depreciation charges | 7,269 | 6,067 |
| Finance costs | 73,085 | - |
| Finance income | (102 | ) | (6,776 | ) |
| 6,808,370 | 7,110,558 |
| Decrease/(increase) in trade and other debtors | 182,805 | (2,154,886 | ) |
| Increase in trade and other creditors | 331,667 | 1,856,378 |
| Cash generated from operations | 7,322,842 | 6,812,050 |
| 21. | CASH AND CASH EQUIVALENTS |
| The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts: |
| Year ended 31 December 2024 |
| 31.12.24 | 1.1.24 |
| £ | £ |
| Cash and cash equivalents | 12,761,232 | 12,854,973 |
| Year ended 31 December 2023 |
| 31.12.23 | 1.1.23 |
| as restated |
| £ | £ |
| Cash and cash equivalents | 12,854,973 | 14,129,205 |
| 22. | ANALYSIS OF CHANGES IN NET FUNDS |
| At 1.1.24 | Cash flow | At 31.12.24 |
| £ | £ | £ |
| Net cash |
| Cash at bank | 12,854,973 | (93,741 | ) | 12,761,232 |
| 12,854,973 | (93,741 | ) | 12,761,232 |
| Total | 12,854,973 | (93,741 | ) | 12,761,232 |