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Registered number:
FOR THE YEAR ENDED 31 DECEMBER 2025
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BURNSALL ASSOCIATES LIMITED
COMPANY INFORMATION
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BURNSALL ASSOCIATES LIMITED
CONTENTS
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BURNSALL ASSOCIATES LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
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.
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.
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BURNSALL ASSOCIATES LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
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.
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.
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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.
The directors are responsible for preparing the Strategic report, the Directors' report and the financial statements in accordance with applicable law and regulations.
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 2006. They 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.
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.
The directors who served during the year and up to the date of this report were:
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.
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BURNSALL ASSOCIATES LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
The auditors, AAB Audit & Accountancy Limited, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board on
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BURNSALL ASSOCIATES LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BURNSALL ASSOCIATES LIMITED
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 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).
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.
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.
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 Report. 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. 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.
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BURNSALL ASSOCIATES LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BURNSALL ASSOCIATES LIMITED (CONTINUED)
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.
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.
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BURNSALL ASSOCIATES LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BURNSALL ASSOCIATES LIMITED (CONTINUED)
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.
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BURNSALL ASSOCIATES LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BURNSALL ASSOCIATES LIMITED (CONTINUED)
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 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.
for and on behalf of
Statutory Auditor
Gresham House
5-7 St Pauls Street
LS1 2JG
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BURNSALL ASSOCIATES LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
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BURNSALL ASSOCIATES LIMITED
REGISTERED NUMBER: 10905250
STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2025
The financial statements were approved and authorised for issue by the board and were signed on its behalf on
The notes on pages 12 to 26 form part of these financial statements.
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BURNSALL ASSOCIATES LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
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BURNSALL ASSOCIATES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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
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:
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..
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.
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.
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BURNSALL ASSOCIATES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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:
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.
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BURNSALL ASSOCIATES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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.
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BURNSALL ASSOCIATES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (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.
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BURNSALL ASSOCIATES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
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BURNSALL ASSOCIATES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Functional and presentation currency
Transactions and balances
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.
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BURNSALL ASSOCIATES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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BURNSALL ASSOCIATES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Page 19
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BURNSALL ASSOCIATES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
There were no factors identified that may affect future tax charges.
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BURNSALL ASSOCIATES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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BURNSALL ASSOCIATES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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BURNSALL ASSOCIATES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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BURNSALL ASSOCIATES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Page 24
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BURNSALL ASSOCIATES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Profit and loss account
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.
During the year, the directors loans were fully repaid. The amount outstanding at the balance sheet date was £nil (2024 - £7,409,650).
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BURNSALL ASSOCIATES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
The immediate parent company is
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.
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