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Registered number: 10905250










BURNSALL ASSOCIATES LIMITED










ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

 
BURNSALL ASSOCIATES LIMITED
 

COMPANY INFORMATION


Directors
Mr N Scrase (resigned 3 April 2025)
Mr R Dent 
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
Notes to the financial statements
 
12 - 26


 
BURNSALL ASSOCIATES LIMITED
 

STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025

Business review
 
2025 saw financial performance in line with expectations holding PAT performance consistent with 2024.  We entered the first year of a new contract term with our core customer relationship and navigated several changes in key personnel externally.  

Ownership of Burnsall transferred to an Employee-Owned Trust (EOT) on 3rd April 2025, resulting in the creation of a new operating board and the appointment of three trustees to govern the EOT.   
 
Revenue growth was strong at 11%. Established and recently transitioned partnerships all contributed to revenue generation in 2025.  

Our business model requires upfront investment in people and travel costs which can take 12-18 months to generate revenue – this investment delivered revenue growth, this growth was enough to fund people investments.  People costs rose again 2025 but rate slowed significantly +14% year-over-year vs +41% the previous year.  Travel costs rose in line with headcount increase and we incurred one-off costs for setup of the EOT. 

PAT held consistent with prior year, 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 focussed on growing the quantity of deals with a view to dilute the risk, alongside continuous improvement plans to secure existing partnerships. In 2025, we successfully renewed one of our largest partnerships. To further mitigate this risk, an active workstream remains 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. Changes to company ownership now incentivise retention of key personnel.
 
Uncertainties that Burnsall faces today are:
 
GBPUSD. 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 2025, Burnsall entered into hedge agreements to provide certainty regarding cashflows from the US, however, as since October 2025, no active hedge agreements are in place. Previously held equity investments were disposed of prior to set up of the EOT and are not permitted under the trust deed. 
 

Page 1

 
BURNSALL ASSOCIATES LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025

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. The goal for 2025 was to grow the quantity of projects in the pipeline. 
We have grown the number of live partnerships operating and possible partnerships are being explored.
Customer COGS under Upstreaming - this gives an indication of how much of our customers costs are under our business model. Goal for 2025 was to increase vs prior year which we achieved.
Headcount – headcount increases required to resource future projects. Goal to grow in line with plan achieved.


Future developments
 
The directors acknowledge that the 2026 fiscal year will reflect growth in revenue which will both continue to help fund investment in new business as we expand our customer base whilst also improving profitability year-over-year. 

Additional partnerships with our existing priority client whilst expanding to new clients will be the core driver of growth in revenue.  No escalation is expected in our cost base as we anticipate a return on people investments made in previous years.  

The business became an employee-owned trust on April 3rd 2025.
 


This report was approved by the board on 30 June 2026 and signed on its behalf.



Mr R Dent
Director

Page 2

 
BURNSALL ASSOCIATES LIMITED
 

 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025

The directors present their report and the financial statements for the year ended 31 December 2025.

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 £4,724,895 (2024 - £4,961,631).

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 
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 2025

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.

Auditors

The auditorsAAB Audit & Accountancy Limitedwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board on 30 June 2026 and signed on its behalf.
 





Ms L Robinson
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 2025, which comprise the Statement of comprehensive income, the Statement of financial position, the Statement of changes in equity 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 2025 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 there risks included:
 
Testing of journal entries and other adjustments for appropriateness
Evaluating the business rationale of significant transactions outside the normal course of business
Reviewing judgements made by management in their calculation of accounting estimates for potential
management bias
Testing sales cut-off to ensure revenue was recognised correctly
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.





Susan Seaman, BA FCA CIOT (Senior statutory auditor)
  
for and on behalf of
AAB Audit & Accountancy Limited
 
Statutory Auditor
  
Gresham House
5-7 St Pauls Street
Leeds
LS1 2JG

30 June 2026
Page 8

 
BURNSALL ASSOCIATES LIMITED
 

STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025

2025
2024
Note
£
£

  

Turnover
 4 
14,751,204
13,343,775

Administrative expenses
  
(8,555,618)
(7,481,239)

Operating profit
 5 
6,195,586
5,862,536

Income from other current asset investments
 9 
65,562
232,399

Interest receivable and similar income
 10 
88,919
49,830

Interest payable and similar expenses
 11 
-
(1,826)

Gain on the revaluation of financial assets measured at fair value
  
14,408
498,043

Profit before tax
  
6,364,475
6,640,982

Tax on profit
 12 
(1,639,580)
(1,679,351)

Profit for the financial year
  
4,724,895
4,961,631

Other comprehensive income for the year
  

Fair value movement
  
-
(75,746)

Total comprehensive income for the year
  
4,724,895
4,885,885

There were no recognised gains and losses for 2025 or 2024 other than those included in the statement of comprehensive income.

The notes on pages 12 to 26 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 2025

2025
2024
Note
£
£

Fixed assets
  

Tangible assets
 14 
14,799
19,489

Investments
 15 
-
2,008,945

  
14,799
2,028,434

Current assets
  

Debtors: amounts falling due after more than one year
 16 
111,032
1,375,154

Debtors: amounts falling due within one year
 16 
3,478,568
10,756,107

Investments
 17 
-
4,000,000

Cash at bank and in hand
 18 
3,367,293
4,917,201

  
6,956,893
21,048,462

Creditors: amounts falling due within one year
 19 
(1,581,682)
(2,359,285)

Net current assets
  
 
 
5,375,211
 
 
18,689,177

Total assets less current liabilities
  
5,390,010
20,717,611

Provisions for liabilities
  

Deferred tax
 20 
-
(53,000)

Other provisions
 21 
(505,804)
(255,300)

  
 
 
(505,804)
 
 
(308,300)

Net assets
  
4,884,206
20,409,311


Capital and reserves
  

Called up share capital 
 22 
100
100

Profit and loss account
 23 
4,884,106
20,409,211

  
4,884,206
20,409,311


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 30 June 2026.




Ms L Robinson
Director

The notes on pages 12 to 26 form part of these financial statements.

Page 10

 
BURNSALL ASSOCIATES LIMITED
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025


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

£
£
£
£


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


Comprehensive income for the year

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)



At 1 January 2025
100
-
20,409,211
20,409,311


Comprehensive income for the year

Profit for the year
-
-
4,724,895
4,724,895

Dividends
-
-
(20,250,000)
(20,250,000)


At 31 December 2025
100
-
4,884,106
4,884,206


The notes on pages 12 to 26 form part of these financial statements.

Page 11

 
BURNSALL ASSOCIATES LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

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 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

Financial Reporting Standard 102 - reduced disclosure exemptions

The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
the requirements of Section 7 Statement of Cash Flows;
the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
the requirements of Section 33 Related Party Disclosures paragraph 33.7.

This information is included in the consolidated financial statements of Thorner Lane Limited as at 31 December 2025 and these financial statements may be obtained from  Gresham House, 5-7 St Paul's Street, Leeds, LS1 2JG..

 
2.3

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.

 
2.4

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 12

 
BURNSALL ASSOCIATES LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

 
2.5

Revenue

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

 
2.6

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.

 
2.7

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 13

 
BURNSALL ASSOCIATES LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

 
2.8

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.

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 14

 
BURNSALL ASSOCIATES LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)


2.8
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.

 
2.9

Current and deferred taxation

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

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


 
2.10

Interest income

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

Page 15

 
BURNSALL ASSOCIATES LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

 
2.11

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.

 
2.12

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.

 
2.13

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Investments in listed company shares are remeasured to market value at each reporting date. Gains and losses on remeasurement are recognised in profit or loss for the period.

 
2.14

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.

Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
 
Increases in provisions are generally charged as an expense to profit or loss.

 
2.15

Dividends

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

Page 16

 
BURNSALL ASSOCIATES LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

 
2.16

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.


4.


Turnover

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


2025
2024
£
£

Incentive sales
14,751,204
13,343,775

14,751,204
13,343,775


All turnover arose within the rest of the world.

Page 17

 
BURNSALL ASSOCIATES LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

5.


Operating profit

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

2025
2024
£
£

Exchange losses/(gains)
(320,168)
(89,706)

Depreciation
7,227
6,133


6.


Auditors' remuneration

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


2025
2024
£
£

Fees payable to the Company's auditors for the audit of the Company's financial statements
16,795
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.


7.


Employees

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


2025
2024
£
£

Wages and salaries
4,582,991
4,075,257

Social security costs
599,169
449,958

Cost of defined contribution scheme
11,886
8,262

5,194,046
4,533,477


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


        2025
        2024
            No.
            No.







Management
7
7



Admin
12
6

19
13

Page 18

 
BURNSALL ASSOCIATES LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

8.


Directors' remuneration

2025
2024
£
£

Directors' emoluments
2,103,750
1,085,994

2,103,750
1,085,994


The highest paid director received remuneration of £656,241 (2024 - £806,340).

The value of the Company's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £NIL (2024 - £NIL).


9.


Income from investments

2025
2024
£
£

Income from current asset investments
65,562
232,399

65,562
232,399







10.


Interest receivable and similar income

2025
2024
£
£


Other interest receivable
88,919
49,830

88,919
49,830


11.


Interest payable and similar expenses

2025
2024
£
£


Other interest payable
-
1,826

-
1,826

Page 19

 
BURNSALL ASSOCIATES LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

12.


Taxation


2025
2024
£
£

Corporation tax


Current tax on profits for the year
1,862,243
1,650,000

Adjustments in respect of previous periods
(58,631)
1,351


Total current tax
1,803,612
1,651,351

Deferred tax


Origination and reversal of timing differences
(164,032)
28,000

Total deferred tax
(164,032)
28,000


1,639,580
1,679,351

Factors affecting tax charge for the year

The tax assessed for the year is higher than (2024 - higher than) the standard rate of corporation tax in the UK of 25% (2024 - 25%). The differences are explained below:

2025
2024
£
£


Profit on ordinary activities before tax
6,364,475
6,640,982


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%)
1,591,119
1,660,246

Effects of:


Tax effect of expenses that are not deductible in determining taxable profit
78,116
-

Change in unrecognised deferred tax assets
2,758
(450)

Adjustments to tax charge in respect of prior periods
(58,631)
1,351

Non-taxable income
-
(123,093)

Chargeable gains
-
126,687

Group relief
(80)
(69)

Exempt ABGH distributions
-
(5,930)

Over/under provision
26,298
20,609

Total tax charge for the year
1,639,580
1,679,351


Factors that may affect future tax charges

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

Page 20

 
BURNSALL ASSOCIATES LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

13.


Dividends

2025
2024
£
£


Equity dividends
10,000,000
3,966


Group dividends for EOT contributions
10,250,000
-

20,250,000
3,966


14.


Tangible fixed assets


Equipment

£



Cost or valuation


At 1 January 2025
43,839


Additions
2,537



At 31 December 2025

46,376



Depreciation


At 1 January 2025
24,350


Charge for the year on owned assets
7,227



At 31 December 2025

31,577



Net book value



At 31 December 2025
14,799



At 31 December 2024
19,489

Page 21

 
BURNSALL ASSOCIATES LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

15.


Fixed asset investments





Listed investments

£





At 1 January 2025
2,008,945


Additions
111,003


Disposals
(2,134,356)


Revaluations
14,408



At 31 December 2025
-




Fixed asset investments related to listed equity investments and fair value is determined through quoted market prices in active market. These were disposed of during the year.

The historical cost of the listed Investments is £Nil (2024: £1,805,404).
Page 22

 
BURNSALL ASSOCIATES LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

16.


Debtors

2025
2024
£
£

Due after more than one year

Other debtors
-
1,375,154

Deferred tax asset
111,032
-

111,032
1,375,154


2025
2024
£
£

Due within one year

Trade debtors
304,507
1,187,510

Amounts owed by group undertakings
119,394
111,192

Other debtors
1,410,087
8,132,626

Prepayments and accrued income
1,644,580
1,324,779

3,478,568
10,756,107



17.


Current asset investments

2025
2024
£
£

Treasury deposits
-
4,000,000

-
4,000,000



18.


Cash and cash equivalents

2025
2024
£
£

Cash at bank and in hand
3,367,293
4,917,201

3,367,293
4,917,201


Page 23

 
BURNSALL ASSOCIATES LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

19.


Creditors: Amounts falling due within one year

2025
2024
£
£

Trade creditors
34,545
14,663

Amounts owed to group undertakings
175,177
301,234

Corporation tax
142,192
49,785

Other taxation and social security
120,935
85,200

Other creditors
45
2

Accruals and deferred income
1,108,788
1,908,401

1,581,682
2,359,285



20.


Deferred taxation




2025
2024


£

£






At beginning of year
53,000
25,000


Charged to the profit or loss
(111,032)
-


Utilised in year
(53,000)
28,000



At end of year
(111,032)
53,000

The deferred taxation balance is made up as follows:

2025
2024
£
£


Fixed asset timing differences
3,700
-

Short term timing differences
(114,732)
53,000

(111,032)
53,000


The deferred tax asset in the current year arises on the long-term incentive plan provision and will unwind on its release.

Page 24

 
BURNSALL ASSOCIATES LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

21.


Provisions




Long Term Incentive Plan

£





At 1 January 2025
255,300


Utilised in year
(255,300)


Other movements
505,804



At 31 December 2025
505,804

The prior year long-term incentive plan (LTIP) was settled during the year following the creation of the Employee Ownership Trust in April 2025. A new long-term incentive plan has been created during the year with an expected maturity date of 31 July 2028.


22.


Share capital

2025
2024
£
£
Allotted, called up and fully paid



100 (2024 - 100) Ordinary shares of £1 each
100
100

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



23.


Reserves

Profit and loss account

This reserve records retained earnings and accumulated losses.


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 £11,886 (2024 - £8,262). Contributions totalling £932 (2024 - (£220)) were (repayable)/payable to the fund at the reporting date and are included in creditors.


25.


Transactions with directors

During the year, the directors loans were fully repaid. The amount outstanding at the balance sheet date was £nil (2024 - £7,409,650).

Page 25

 
BURNSALL ASSOCIATES LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

26.


Related party transactions

The company has taken advantage of the exemption under Financial Reporting Standard 102 not to disclose transactions with entities that are part of the Thorner Lane Limited group of companies on the grounds that all the voting rights of the company are controlled by Thorner Lane Limited and the company's results are included in the consolidated financial statements of Thorner Lane Limited. 


27.


Controlling party

The immediate parent company is Thorner Lane Limited by virtue of their 100% share ownership of the Company. During the period to 3 April 2025, Mr N Scrase was the ultimate controlling party by virtue of his shareholding in Thorner Lane Limited. From this date, the Burnsall Associate Trustees Limited (EOT) purchased 100% of the ordinary share capital of Thorner Lane Limited and therefore the parent company is now an 'employee owned' company.

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 26