Company registration number 08189817 (England and Wales)
BIGCHANGE LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
BIGCHANGE LIMITED
COMPANY INFORMATION
Directors
Mr M H Port
Mr R S Warley
Company number
08189817
Registered office
3175 Century Way
Thorpe Park
Leeds
LS15 8ZB
Auditor
Azets Audit Services Limited
Triune Court
Monks Cross Drive
York
YO32 9GZ
BIGCHANGE LIMITED
CONTENTS
Page
Strategic report
1 - 3
Directors' report
4
Directors' responsibilities statement
5
Independent auditor's report
6 - 8
Statement of comprehensive income
9
Balance sheet
10
Statement of changes in equity
11
Notes to the financial statements
12 - 25
BIGCHANGE LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 1 -

The directors present the strategic report for the year ended 31 December 2023.

Fair Review of the Business

FY2023 saw further growth in line with our business plan. Specifically, in FY2023 we again saw approximately fifty percent year over year growth in our GAAP revenues as a result of adding three hundred and sixty-five new customers in the year, through the continued high levels of retention rates from customers whose contracts expired in 2023, through strong repeat license growth from our customer base and also through the renewal of customers on third party leases back onto our own book.

Headcount in the 2023 year increased from 215 at the end of 2022 to 225 at the end of 2023. This is up from 130 heads at the beginning of 2021 and this demonstrates our continuing commitment and investment in growing our customer base and in enhance support for our existing customers.

To accommodate this growth, we moved into larger office space at the end of 2023. This provides further headroom for the growth of the business as well as providing substantially higher quality amenities and collaboration space for our team.

Previous Significant Changes

On 26 January 2021, BigChange Topco Ltd (“BigChange Group” or “BigChange”) was incorporated.

On 4 February 2021, BigChange Bidco Ltd, a subsidiary company, acquired the entire share capital of BigChange Group Ltd. and its subsidiaries (BigChange Limited and BigChange France SA) from the point of acquisition.

On 4 February 2021, Great Hill Partners, a Boston-based US Private Equity Fund, acquired a majority shareholding of the BigChange Group, including BigChange Limited (“The Company”).

Overview

The principal activity of the Company is the development and supply of field management software. Our SaaS platfrom provides our customers with a complete operational foundation on which to run their businesses improving their visibility, control, efficiency, profitability, and sustainability and therefore enabling them to accelerate their growth. The platform brings together a range of powerful functions in one simple-to-use and easy-to-integrate platform, including (but not limited to):

 

The Company’s platform now serves over 2,080 clients spanning more than twenty industries, from plant hire to drainage and waste, and social housing to food service. 

BIGCHANGE LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 2 -
Principal Risks and Uncertainties

All identified risks are monitored and addressed by Senior Management on a regular basis.

The Company is exposed to several notable business risks, including the possible loss of staff. To mitigate this, in 2023, it launched a new employee engagement survey process alongside a further number of initiatives in respect of Culture, CSR, New Benefits, Well Being support and continued with its already well-established programme of Learning and Development.

Operational Risks

The Company has several operational risks which are reduced by segregation of duties, four-eyes principles, and the maintenance of delivery of appropriate operational and information security systems, evidenced by maintaining ISO9001 and ISO27001 certifications. Additionally, weekly KPI and Monthly Business Reviews are completed by the Executive team, in person, covering the salient metrics to understand/manage the direction and performance of the Company.

Inflation Risk

The Company has exposure to the inflationary effect in the UK and other countries in which it operates. This exposure could affect the cost and/or investment base as its cost base is exposed to the inflation rates increasing against the goods and services it uses and changes in payroll taxes. During 2023 the Company was again exposed to some additional COLA increases, which it was felt were needed to support its teams with increasing inflation both in the UK and France. However, in other areas it was able to continue to mitigate the impact of this increase through review and adjustment to its overall cost base and efficiency, meaning that costs were contained at similar levels to those incurred in FY2022 on a comparative basis.

Brexit

Brexit has had negligible discernible impact to the operations of the Company and this continues to be the case. The Company currently sees no indication of a notable change in this position in the coming years.

Key Performance Indicators

The key performance indicators of the Company consist of revenue, operating profit/ (loss), adjusted EBITDA, cash, and net assets.

 

 

Future Developments

2023 was another growth year for the Company following the investment and restructuring across its teams completed in 2021 and 2022. This investment in Research and Technology, Support Services, Sales, and Other Administration areas has allowed the Company to continually consider and reconfigure its people and systems structure for scalable resilient growth; and the foundational work to support that which was mostly completed during the 2022 year, has resulted in the Company continuing to perform well and again demonstrate significant growth in 2023.

At the current time, the Company is confident of continuing to build upon its successes from 2023 to deliver this continued growth in line with its forecasts in its 5-year plan for future years.

Other Information

There have been no noteworthy events which have occurred since the end of the financial year.

BIGCHANGE LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 3 -

On behalf of the board

Mr R S Warley
Director
28 March 2024
BIGCHANGE LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 4 -

The directors present their annual report and financial statements for the year ended 31 December 2023.

Principal activities

The principal activity of the company continued to be that of the development and sale of software in relation to help companies manage, schedule and track their mobile workforce.

Results and dividends

The results for the year are set out on page 9.

No ordinary dividends were paid. The directors do not recommend payment of a final dividend.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

Mr M H Port
Mr R S Warley
Auditor

The auditor, Azets Audit Services Limited, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

On behalf of the board
Mr R S Warley
Director
28 March 2024
BIGCHANGE LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 5 -

The directors are responsible for preparing the annual 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 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 of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

 

 

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 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.

BIGCHANGE LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF BIGCHANGE LIMITED
- 6 -
Opinion

We have audited the financial statements of BigChange Limited (the 'company') for the year ended 31 December 2023 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity and notes to the financial statements, including 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:

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 Auditor's 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 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 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 auditor's 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.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

BIGCHANGE LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBER OF BIGCHANGE LIMITED
- 7 -
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:

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, 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.

Auditor's 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 auditor's 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.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

BIGCHANGE LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBER OF BIGCHANGE LIMITED
- 8 -

Extent to which the audit was considered capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above and on the Financial Reporting Council’s website, to detect material misstatements in respect of irregularities, including fraud.

 

We obtain and update our understanding of the entity, its activities, its control environment, and likely future developments, including in relation to the legal and regulatory framework applicable and how the entity is complying with that framework. Based on this understanding, we identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. This includes consideration of the risk of acts by the entity that were contrary to applicable laws and regulations, including fraud.

 

In response to the risk of irregularities and non-compliance with laws and regulations, including fraud, we designed procedures which included:

 

 

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 of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

Use of our report

This report is made solely to the company's member 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 member those matters we are required to state to the member in an auditor's 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 member, for our audit work, for this report, or for the opinions we have formed.

Martin Davey
Senior Statutory Auditor
For and on behalf of Azets Audit Services Limited
29 March 2024
2024-03-29
Chartered Accountants
Statutory Auditor
Triune Court
Monks Cross Drive
York
YO32 9GZ
BIGCHANGE LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023
- 9 -
2023
2022
Notes
£
£
Turnover
3
22,221,824
15,112,905
Cost of sales
(5,081,022)
(4,306,576)
Gross profit
17,140,802
10,806,329
Administrative expenses
(25,817,975)
(23,151,428)
Operating loss
4
(8,677,173)
(12,345,099)
Interest payable and similar expenses
(39,338)
(41,948)
Loss before taxation
(8,716,511)
(12,387,047)
Tax on loss
7
2,479,013
-
0
Loss for the financial year
(6,237,498)
(12,387,047)

The profit and loss account has been prepared on the basis that all operations are continuing operations.

 

There was no other comprehensive income for the year ended 31 December 2023 (2022: £Nil).

BIGCHANGE LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2023
31 December 2023
- 10 -
2023
2022
Notes
£
£
£
£
Fixed assets
Tangible assets
8
531,427
229,929
Current assets
Stocks
9
411,087
317,330
Debtors
10
8,174,308
5,199,673
Cash at bank and in hand
3,287,356
1,009,248
11,872,751
6,526,251
Creditors: amounts falling due within one year
11
(41,161,832)
(30,149,800)
Net current liabilities
(29,289,081)
(23,623,549)
Total assets less current liabilities
(28,757,654)
(23,393,620)
Creditors: amounts falling due after more than one year
12
(52,450)
(52,213)
Net liabilities
(28,810,104)
(23,445,833)
Capital and reserves
Called up share capital
18
1,000
1,000
Capital contribution reserve
2,345,426
1,472,199
Profit and loss reserves
(31,156,530)
(24,919,032)
Total equity
(28,810,104)
(23,445,833)
The financial statements were approved by the board of directors and authorised for issue on 28 March 2024 and are signed on its behalf by:
Mr R S Warley
Director
Company Registration No. 08189817
BIGCHANGE LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 11 -
Share capital
Capital contribution reserve
Profit and loss reserves
Total
£
£
£
£
Balance at 1 January 2022
1,000
598,972
(12,531,985)
(11,932,013)
Year ended 31 December 2022:
Loss and total comprehensive loss for the year
-
-
(12,387,047)
(12,387,047)
Capital contribution
-
873,227
-
0
873,227
Balance at 31 December 2022
1,000
1,472,199
(24,919,032)
(23,445,833)
Year ended 31 December 2023:
Loss and total comprehensive loss for the year
-
-
(6,237,498)
(6,237,498)
Capital contribution
-
873,227
-
0
873,227
Balance at 31 December 2023
1,000
2,345,426
(31,156,530)
(28,810,104)
BIGCHANGE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 12 -
1
Accounting policies
Company information

BigChange Limited is a private company limited by shares incorporated in England and Wales. The registered office is 3175 Century Way, Thorpe Park, Leeds, LS15 8ZB.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £1.

The financial statements have been prepared under the historical cost convention, modified to include certain financial instruments at fair value. The principal accounting policies adopted are set out below.

This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:

 

 

The financial statements of the company are consolidated in the financial statements of BigChange Topco Limited. These consolidated financial statements are available from its registered office, Suite 1, 7th Floor, 50 Broadway, London, SW1H 0BL.

1.2
Going concern

Notwithstanding a monetary loss for the year ended 31 December 2023, the financial statements of The Company have been prepared on a going concern basis which the Directors consider to be appropriate for the following reasons below.true

The Directors have prepared a 5-year plan and cash flow forecasts to assess going concern. These indicate that even taking account of possible anticipated downsides and based on consideration of the Company’s current performance against its forecasts, the Company will have, as a subsidiary of BigChange Group Limited, sufficient capacity to meet its liabilities as they fall due during the going concern assessment period.

Consequently, the Directors are confident that the Company will continue to meet its liabilities as they fall due for at least 12 months from the date of approval of the financial statements (“the going concern period”) and therefore have prepared the financial statements on a going concern basis.

BIGCHANGE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 13 -
1.3
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

 

When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

1.4
Research and development expenditure

Research expenditure is written off against profits in the year in which it is incurred.

1.5
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Leasehold land and buildings
25% straight line
Fixtures and fittings
20-25% straight line
Motor vehicles
25-33% straight line

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or debited to profit or loss.

1.6
Impairment of fixed assets

At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

 

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

BIGCHANGE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 14 -

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

1.7
Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

 

Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

1.8
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.9
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the company's balance sheet 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 debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method 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. Financial assets classified as receivable within one year are not amortised.

Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

BIGCHANGE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 15 -
Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

 

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. 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.

 

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of 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 deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

 

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

 

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

 

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

BIGCHANGE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 16 -
Derecognition of financial liabilities

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

1.10
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

1.11
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

 

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.12
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

 

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

 

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.13
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.14
Share-based payments

For cash-settled share-based payments, a liability is recognised for the goods and services acquired, measured initially at the fair value of the liability. At the balance sheet date until the liability is settled, and at the date of settlement, the fair value of the liability is remeasured, with any changes in fair value recognised in profit or loss for the year.

BIGCHANGE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 17 -

Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using the Monte Carlo model. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.

When the terms and conditions of equity-settled share-based payments at the time they were granted are subsequently modified, the fair value of the share-based payment under the original terms and conditions and under the modified terms and conditions are both determined at the date of the modification. Any excess of the modified fair value over the original fair value is recognised over the remaining vesting period in addition to the grant date fair value of the original share-based payment. The share-based payment expense is not adjusted if the modified fair value is less than the original fair value.

 

Cancellations or settlements (including those resulting from employee redundancies) are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.

Share-based payment arrangements in which the company receives goods or services as consideration for its own equity instruments are accounts for as equity-settled share-based payment transactions, regardless of how the equity instruments are obtained by the company.

 

Where the company is part of a group share-based payment plan, it recognises and measures its share-based payment expense on the basis of a reasonable allocation of the expense recognised for the group. The basis of such allocation is disclosed in note 19.

1.15
Leases

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.

 

Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.

1.16
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

2
Judgements and key sources of estimation uncertainty

In the application of the company’s accounting policies, the directors are 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.

BIGCHANGE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
2
Judgements and key sources of estimation uncertainty
(Continued)
- 18 -
Key sources of estimation uncertainty

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

Share option expense

Employees of the company have subscribed to shares in the ultimate parent company, Bigchange Topco Limited. These shares provide a preferential share of profits to shareholders in the event that an exit event occurs past certain hurdles, subject to ongoing employment by those individuals. These are accounted for as a share-based payment. This requires the company to determine the fair value of the options at the date of grant.

 

The company also operates a shadow bonus scheme, where employees receive a number of units. The value of each is matched to an exit value achieved on the ultimate parent company, Bigchange Topco Limited, shares. This is a cash-settled share option scheme and is accounted for at fair value at each year end.

 

Both these schemes involve a high degree of estimation uncertainty linked to the determination of the fair values mentioned above. Further details are provided in note 17.

Bad debt provision

The company establishes a provision for receivables that are estimated not to be recoverable. When assessing recoverability the directors have considered factors such as the aging of the receivables, past experience of recoverability, and the credit profile of individual or groups of customers.

3
Turnover and other revenue
2023
2022
£
£
Turnover analysed by class of business
Cloud-based scheduling solutions
22,221,824
15,112,905
2023
2022
£
£
Turnover analysed by geographical market
United Kingdom
21,465,733
14,598,727
Europe
676,024
459,729
Rest of world
80,067
54,449
22,221,824
15,112,905
4
Operating loss
2023
2022
Operating loss for the year is stated after charging/(crediting):
£
£
Exchange (gains)/losses
(77,803)
43,144
Fees payable to the company's auditor for the audit of the company's financial statements
31,600
29,300
Depreciation of owned tangible fixed assets
149,806
142,455
Depreciation of tangible fixed assets held under finance leases
33,675
39,953
Share-based payments
918,816
918,816
Operating lease charges
268,121
157,521
BIGCHANGE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 19 -
5
Employees

The average monthly number of persons (including directors) employed by the company during the year was:

2023
2022
Number
Number
Management
8
10
Sales
40
31
Administration
173
170
Total
221
211

Their aggregate remuneration comprised:

2023
2022
£
£
Wages and salaries
15,232,931
15,102,161
Social security costs
1,771,415
1,770,464
Pension costs
394,105
379,939
17,398,451
17,252,564
6
Directors' remuneration
2023
2022
£
£
Remuneration for qualifying services
895,771
994,485
Company pension contributions to defined contribution schemes
20,667
23,147
Share based payment expense
610,148
610,148
1,526,586
1,627,780

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 2 (2022 - 3).

Remuneration disclosed above include the following amounts paid to the highest paid director:
2023
2022
£
£
Remuneration for qualifying services
602,085
500,557
Company pension contributions to defined contribution schemes
20,000
20,481
BIGCHANGE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 20 -
7
Taxation
2023
2022
£
£
Current tax
Adjustments in respect of prior periods
(2,479,013)
-
0

The main rate of corporation tax increased from 19% to 25% from 1 April 2023.

The actual (credit)/charge for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:

2023
2022
£
£
Loss before taxation
(8,716,511)
(12,387,047)
Expected tax credit based on the standard rate of corporation tax in the UK of 23.52% (2022: 19.00%)
(2,050,171)
(2,353,539)
Tax effect of expenses that are not deductible in determining taxable profit
64,630
6,490
Unutilised tax losses carried forward
1,918,405
2,163,020
Change in unrecognised deferred tax assets
(113,527)
-
0
Adjustments in respect of prior years
(2,479,013)
-
0
Depreciation on assets not qualifying for tax allowances
14,750
84
Share based payment charge
165,913
165,913
Other
-
0
18,032
Taxation credit for the year
(2,479,013)
-
BIGCHANGE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 21 -
8
Tangible fixed assets
Leasehold land and buildings
Fixtures and fittings
Motor vehicles
Total
£
£
£
£
Cost
At 1 January 2023
-
0
754,858
131,133
885,991
Additions
263,201
221,778
-
0
484,979
Disposals
-
0
-
0
(90,860)
(90,860)
At 31 December 2023
263,201
976,636
40,273
1,280,110
Depreciation and impairment
At 1 January 2023
-
0
561,077
94,985
656,062
Depreciation charged in the year
19,959
128,001
35,521
183,481
Eliminated in respect of disposals
-
0
-
0
(90,860)
(90,860)
At 31 December 2023
19,959
689,078
39,646
748,683
Carrying amount
At 31 December 2023
243,242
287,558
627
531,427
At 31 December 2022
-
0
193,781
36,148
229,929

The net carrying value of tangible fixed assets includes the following in respect of assets held under finance leases or hire purchase contracts.

2023
2022
£
£
Motor vehicles
425
34,100
9
Stocks
2023
2022
£
£
Finished goods and goods for resale
411,087
317,330
10
Debtors
2023
2022
Amounts falling due within one year:
£
£
Trade debtors
4,739,959
2,966,711
Amounts owed by group undertakings
598,551
686,337
Other debtors
1,605,638
959,082
Prepayments and accrued income
1,127,760
485,143
8,071,908
5,097,273
BIGCHANGE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
10
Debtors
(Continued)
- 22 -
2023
2022
Amounts falling due after more than one year:
£
£
Deferred tax asset (note 15)
102,400
102,400
Total debtors
8,174,308
5,199,673
11
Creditors: amounts falling due within one year
2023
2022
Notes
£
£
Obligations under finance leases
13
-
0
62,963
Trade creditors
2,008,662
1,541,857
Amounts owed to group undertakings
33,466,167
24,291,002
Taxation and social security
954,360
1,096,623
Other creditors
26,479
10,882
Accruals and deferred income
4,706,164
3,146,473
41,161,832
30,149,800
12
Creditors: amounts falling due after more than one year
2023
2022
£
£
Accruals and deferred income
52,450
52,213

The accruals represent a cash-settled share based payment which is a liability held at fair value through profit and loss. Further details of this are provided in note 17.

13
Finance lease obligations
2023
2022
Future minimum lease payments due under finance leases:
£
£
Within one year
-
0
67,141
Less: future finance charges
-
0
(4,178)
-
0
62,963

Finance lease payments represented rentals payable by the company for motor vehicles. Leases included purchase options at the end of the lease period, and no restrictions were placed on the use of the assets. The average lease term was 3 years. All leases were on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.

BIGCHANGE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 23 -
14
Contingent Liability

The company provides a cross guarantee amounting to £29,225,588 to its parent undertaking, BigChange Group Limited, through a fixed and floating charge over its assets.

15
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:

Assets
Assets
2023
2022
Balances:
£
£
Tax losses
102,400
102,400
There were no profit adjusting DT movements in the year, the only movements were reclassifications.

The main rate of corporation tax increased from 19% to 25% from 1 April 2023.

16
Retirement benefit schemes
2023
2022
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
394,105
379,939

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

BIGCHANGE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 24 -
17
Share-based payment transactions

Equity-settled share-based payments

On 3 February 2021 certain employees of the company subscribed for Ordinary B shares in the ultimate parent company, BigChange Topco Limited. These shares provide a preferential share of profits to shareholders of the Ordinary B shares in the event that an exit event occurs past certain hurdles, subject to ongoing employment by those individuals. This means that the Ordinary B shares represent sweet equity and are to be accounted for as a share-based payment.

 

As BigChange Limited has the benefit of ongoing employment of these individuals, it has recognised an expense in its profit and loss account of £873,227 (2022 - £873,227), with an associated capital contribution reserve recognised in respect of this transaction. The total fair value of the scheme, as determined on the grant date, is £3,896,065 (2022 - £3,896,065). Further details of the scheme are provided in the group financial statements of BigChange Topco Limited, which are available as detailed in note 21.

 

Cash-settled share-based payments

In addition to the above, the company also operates a shadow bonus scheme, incepted on 3 February 2021, where employees receive a number of units, and the value of each is matched to an exit value achieved on each of the Ordinary A shares of BigChange Topco Limited. As this is a cash-settled scheme it is accounted for at fair value at each year end, with an appropriate adjustment made for the percentage vested compared to expectations of a potential sale date, and with a provision for anticipated leavers prior to the exit date. This is recognised as an expense to the profit and loss account, with this recognised as a fair value through profit and loss liability.

 

The above bonus scheme has a total fair value as at 31 December 2023 of £313,202 (2022 - £313,202). This has resulted in an expense of £45,589 (2022 - £45,589) for the year, and a further expense of £6,861 (2022 - £6,624) in respect of Employer's NI accruals on this liability.

18
Share capital
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
1,000
1,000
1,000
1,000
19
Capital contribution reserve
2023
2022
£
£
At the beginning of the year
1,472,199
598,972
Additions
873,227
873,227
At the end of the year
2,345,426
1,472,199

The capital contribution reserve represents amounts expensed for employees of the company who receive equity-settled share-based payments, where the equity instruments used have been issued by a parent company. Further details of this are given in note 17.

BIGCHANGE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 25 -
20
Operating lease commitments
Lessee

At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

2023
2022
£
£
Within one year
319,441
124,107
Between two and five years
1,171,409
35,702
In over five years
1,382,391
-
0
2,873,241
159,809
21
Ultimate controlling party

The immediate parent company is BigChange Group Limited, a company registered in England and Wales.

 

The ultimate parent company is BigChange Topco Limited, a company registered in England and Wales. Copies of BigChange Topco Limited's consolidated financial statements are available from Suite 1, 3rd Floor 11 -12 St James's Square, London, United Kingdom, SW1Y 4LB.

BigChange Topco Limited is ultimately controlled by Great Hill Partners L.P. Great Hill Partners L.P.'s registered office is 200 Clarendon Street, 29th Floor, Boston, Massachusetts 02116.

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