REGISTERED NUMBER: 08527726 (England and Wales)

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MAY 2025

FOR

Byrley Ltd

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

3

DIRECTOR:

Mr I G Wyrley-Birch

REGISTERED OFFICE:

Units Scf 1&2, South Core

Western International Market

Hayes Road

Southall

Middlesex

UB2 5XJ

REGISTERED NUMBER:

08527726 (England and Wales)

SENIOR STATUTORY AUDITOR:

Paul Laxton FCCA

AUDITORS:

Xeinadin Audit Limited

Level 5 A

Maple House

149 Tottenham Court Road

London

W1T 7NF

FIXED ASSETS

Investments

5

3,961,920

3,888,275

CURRENT ASSETS

Cash at bank

4,743,097

2,964,910

CREDITORS

Amounts falling due within one year

6

(13,402

)

(11,610

)

NET CURRENT ASSETS

4,729,695

2,953,300

TOTAL ASSETS LESS CURRENT LIABILITIES

8,691,615

6,841,575

CAPITAL AND RESERVES

Called up share capital

7

103

103

Retained earnings

8

8,691,512

6,841,472

SHAREHOLDERS' FUNDS

8,691,615

6,841,575

The financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered.

The financial statements were approved by the director and authorised for issue on 3 June 2026 and were signed by:

Mr I G Wyrley-Birch - Director

1.	STATUTORY INFORMATION

Byrley Ltd 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 presentation currency of the financial statements is the Pound Sterling (£).

The principal place of business is same as registered office.

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" including the provisions of Section 1A "Small Entities" and the Companies Act 2006.

3.	ACCOUNTING POLICIES

Basis of preparation - adverse audit opinion

The financial statements have been prepared in accordance with FRS 102 Section 1A - Small Entities and the Companies Act 2006.

The statutory auditor has issued an adverse opinion on the financial statements for the year ended 31st May 2025. The basis for this opinion is described in detail in the Independent Auditor's Report. As a result of the matters described therein, the auditor has concluded that the financial statements do not give a true and fair view of the state of the company's affairs as at the balance sheet date or of its profit or loss for the year then ended.

Management has prepared the financial statements based on the accounting records available and the accounting policies set out in these financial statements.

Going Concern

The director has made appropriate enquiries and reviewed budgets and forecasts. After considering these and the current financial position, the directors has 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.

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

Turnover comprises income earned from services provided during the period and other operating income. Service income is recognised when the related services are performed and the performance obligation has been satisfied.

Dividend income is recognised when the company’s right to receive payment is established.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the 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.

Research and development

Expenditure on research and development is written off in the year in which it is incurred.

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.

Financial instruments

The company has financial assets and financial liabilities which are measured at amortised 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.

Investment in subsidiaries

Investments in subsidiary undertakings are recognised at cost.

4.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 1 (2024 - 1 ) .

5.	FIXED ASSET INVESTMENTS

Interest

in other

participating

Other

interests

investments

Totals

£

£

£

COST

At 1 June 2024

3,470,179

418,096

3,888,275

Additions

-

73,645

73,645

At 31 May 2025

3,470,179

491,741

3,961,920

NET BOOK VALUE

At 31 May 2025

3,470,179

491,741

3,961,920

At 31 May 2024

3,470,179

418,096

3,888,275

The company's investments at the Balance Sheet date in the share capital of companies include the following:

Birchman ESP Ltd

Registered office: Units SCF 1&2 South Core Western International Market, Hayes, UB2 5XJ

Nature of business: holding company of a trading group

%

Class of shares: holding

Ordinary 100.00

31.12.2024

31.12.2023

£

£

Aggregate capital and reserves

1,860

1,204

Profit/(loss) for the year

656

(2,608

)

The subsidiary has a reporting date of 31 December 2024, and its financial statements have been prepared according to that.

The Birchman Group Limited (Indirect Subsidiary)

Registered office: Units Scf 1&2, South Core, Western International Market, Hayes Road, Southall, Middlesex, UB2 5XJ

Nature of business: Process Consultancy

%

Class of shares: holding

Ordinary 61.19

31.12.2024

31.12.2023

£

£

Aggregate capital and reserves

2,191,952

3,752,529

Profit for the year

4,413,423

6,497,376

The subsidiary has a reporting date of 31 December 2024, and its financial statements have been prepared according to that.

Birchman Solutions Limited (Indirect Subsidiary)

Registered office: Victorian Wing, Hare Hatch Grange Bath Road, Hare Hatch, Reading, Berkshire, RG10 9SA

Nature of business: Process Consultancy

%

Class of shares: holding

Ordinary 100.00

31.12.2024

31.12.2023

£

£

Aggregate capital and reserves

4,504,315

3,879,568

Profit for the year

4,624,747

4,940,878

The subsidiary has a reporting date of 31 December 2024, and its financial statements have been prepared according to that.

6.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.5.25

31.5.24

(Unaudited)

£

£

Other creditors

13,402

11,610

7.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

(Unaudited

)

Number

Class

Nominal Value

31.05.2025

31.05.2024

£

£

100

Ordinary

£1

100

100

1

Ordinary B

£1

1

1

1

Ordinary C

£1

1

1

1

Ordinary D

£1

1

1

103

103

As at 31.05.2025, the company has 103 issued ordinary shares, 100 Ordinary shares carry full rights, Shares B,C and D of £1 each carry no voting rights.

8.

RESERVES

Retained

earnings

£

At 1 June 2024

6,841,472

Profit for the year

4,153,640

Dividends

(2,303,600

)

At 31 May 2025

8,691,512

9.	DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

The Report of the Auditors was qualified on the following basis:

Basis for Adverse Opinion

As explained in note 3, the parent company, Byrley Limited, has not consolidated its subsidiaries Birchman ESP Limited, The Birchman Group Limited and Birchman Solutions Limited. These investments are therefore accounted for on a cost basis. Under FRS 102, Byrley Limited should have consolidated these subsidiaries and accounted for these acquisitions. Had Byrley Ltd been consolidated, most elements in the accompanying financial statements figures and disclosures would have been materially affected. The effects on the financial statements of the failure to consolidate have not been determined. Our opinion on the financial statements is adverse for this matter as the failure to consolidate its subsidiaries is a departure from the requirement of FRS 102 and the Companies Act 2006. In addition, the directors' report does not consider the effects of the failure to consolidate these subsidiaries.

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 parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our adverse opinion on the financial statements.

Paul Laxton FCCA (Senior Statutory Auditor)

for and on behalf of Xeinadin Audit Limited

10.	ULTIMATE CONTROLLING PARTY

The controlling party is Mr I G Wyrley-Birch.

The ultimate controlling party is Mr I G Wyrley-Birch.