Company registration number 07738776 (England and Wales)
BIGCHANGE GROUP LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
BIGCHANGE GROUP LIMITED
COMPANY INFORMATION
Directors
Mr M H Port
Ms A Port
Mr A Loucks
Mr R S Warley
Company number
07738776
Registered office
3175 Century Way
Thorpe Park
Leeds
LS15 8ZB
Auditor
Azets Audit Services Limited
Triune Court
Monks Cross Drive
York
YO32 9GZ
BIGCHANGE GROUP LIMITED
CONTENTS
Page
Strategic report
1 - 3
Directors' report
4
Directors' responsibilities statement
5
Independent auditor's report
6 - 8
Group statement of comprehensive income
9
Group balance sheet
10
Company balance sheet
11
Group statement of changes in equity
12
Company statement of changes in equity
13
Group statement of cash flows
14
Notes to the financial statements
15 - 34
BIGCHANGE GROUP 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 Group is the development and supply of field management software. Our SaaS platform 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 Group’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 GROUP 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 Group 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 Group 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 Group.

Inflation Risk

The Group 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 Group 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 Group and this continues to be the case. The Group currently sees no indication of a notable change in this position in the coming years.

Key Performance Indicators

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

 

Future Developments

2023 was another growth year for the Group 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 Group 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 Group continuing to perform well and again demonstrate significant growth in 2023.

At the current time, the Group 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.

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

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

On behalf of the board

Mr R S Warley
Director
Date: ........................
BIGCHANGE GROUP 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 and group continued to be that of the development and sale of software in relation to helping 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 further 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
Ms A Port
Mr A Loucks
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 auditor of the company 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 auditor of the company is aware of that information.

On behalf of the board
Mr R S Warley
Director
28 March 2024
BIGCHANGE GROUP 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 group and company, and of the profit or loss of the group 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 group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and 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 group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

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

We have audited the financial statements of BigChange Group Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2023 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows 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 group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

 

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and parent company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

 

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The 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 GROUP LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF BIGCHANGE GROUP LIMITED
- 7 -
Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and their 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 parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the parent 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 GROUP LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF BIGCHANGE GROUP 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 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 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 members as a body, 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
Chartered Accountants
Statutory Auditor
Triune Court
Monks Cross Drive
York
YO32 9GZ
BIGCHANGE GROUP LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023
- 9 -
2023
2022
Notes
£
£
Turnover
3
22,713,363
15,450,429
Cost of sales
(5,081,022)
(3,878,293)
Gross profit
17,632,341
11,572,136
Administrative expenses
(27,066,405)
(24,831,536)
Exceptional item
4
(28,977)
(357,137)
Operating loss
5
(9,463,041)
(13,616,537)
Interest payable and similar expenses
9
(2,856,254)
(1,974,534)
Loss before taxation
(12,319,295)
(15,591,071)
Tax on loss
10
2,479,013
-
0
Loss for the financial year
(9,840,282)
(15,591,071)
Other comprehensive income/(expenditure)
Currency translation differences
90,949
(25,856)
Total comprehensive loss for the year
(9,749,333)
(15,616,927)
Loss for the financial year is all attributable to the owners of the parent company.
BIGCHANGE GROUP LIMITED
GROUP BALANCE SHEET
AS AT
31 DECEMBER 2023
31 December 2023
- 10 -
2023
2022
Notes
£
£
£
£
Fixed assets
Intangible assets
11
48
219
Tangible assets
12
531,969
231,792
532,017
232,011
Current assets
Stocks
15
425,069
331,637
Debtors
16
7,747,811
4,709,563
Cash at bank and in hand
10,585,413
18,347,835
18,758,293
23,389,035
Creditors: amounts falling due within one year
17
(8,184,864)
(6,410,012)
Net current assets
10,573,429
16,979,023
Total assets less current liabilities
11,105,446
17,211,034
Creditors: amounts falling due after more than one year
18
(29,278,038)
(26,520,020)
Net liabilities
(18,172,592)
(9,308,986)
Capital and reserves
Called up share capital
24
141,295
141,295
Share premium account
12,500
-
0
Share-based payment reserve
2,345,426
1,472,199
Profit and loss reserves
(20,671,813)
(10,922,480)
Total equity
(18,172,592)
(9,308,986)
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:
28 March 2024
Mr R S Warley
Director
Company Registration No. 07738776
BIGCHANGE GROUP LIMITED
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2023
31 December 2023
- 11 -
2023
2022
Notes
£
£
£
£
Fixed assets
Investments
13
1,001
1,001
Current assets
Debtors
16
33,492,500
24,312,530
Cash at bank and in hand
7,226,545
17,289,018
40,719,045
41,601,548
Creditors: amounts falling due within one year
17
(300,360)
(332,660)
Net current assets
40,418,685
41,268,888
Total assets less current liabilities
40,419,686
41,269,889
Creditors: amounts falling due after more than one year
18
(29,225,588)
(26,467,807)
Net assets
11,194,098
14,802,082
Capital and reserves
Called up share capital
24
141,295
141,295
Share premium account
12,500
-
0
Profit and loss reserves
11,040,303
14,660,787
Total equity
11,194,098
14,802,082

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £3,620,484 (2022 - £2,562,821 loss).

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:
28 March 2024
Mr R S Warley
Director
Company registration number 07738776 (England and Wales)
BIGCHANGE GROUP LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 12 -
Share capital
Share premium account
Share-based payment reserve
Profit and loss reserves
Total
£
£
£
£
£
Balance at 1 January 2022
141,295
-
0
598,972
4,694,447
5,434,714
Year ended 31 December 2022:
Loss for the year
-
-
-
(15,591,071)
(15,591,071)
Other comprehensive income:
Currency translation differences
-
-
-
(25,856)
(25,856)
Total comprehensive loss for the year
-
-
-
(15,616,927)
(15,616,927)
Transfers
-
-
873,227
-
873,227
Balance at 31 December 2022
141,295
-
0
1,472,199
(10,922,480)
(9,308,986)
Year ended 31 December 2023:
Loss for the year
-
-
-
(9,840,282)
(9,840,282)
Other comprehensive income:
Currency translation differences
-
-
-
90,949
90,949
Total comprehensive loss for the year
-
-
-
(9,749,333)
(9,749,333)
Transfers
-
-
873,227
-
873,227
Other movements
-
12,500
-
-
12,500
Balance at 31 December 2023
141,295
12,500
2,345,426
(20,671,813)
(18,172,592)
BIGCHANGE GROUP LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 13 -
Share capital
Share premium account
Profit and loss reserves
Total
£
£
£
£
Balance at 1 January 2022
141,295
-
0
17,223,608
17,364,903
Year ended 31 December 2022:
Loss and total comprehensive income for the year
-
-
(2,562,821)
(2,562,821)
Balance at 31 December 2022
141,295
-
0
14,660,787
14,802,082
Year ended 31 December 2023:
Profit and total comprehensive income
-
-
(3,620,484)
(3,620,484)
Other movements
-
12,500
-
12,500
Balance at 31 December 2023
141,295
12,500
11,040,303
11,194,098
BIGCHANGE GROUP LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 14 -
2023
2022
Notes
£
£
£
£
Cash flows from operating activities
Cash absorbed by operations
28
(9,515,813)
(12,670,083)
Interest paid
(1,136)
(41,948)
Income taxes refunded
2,479,013
-
Net cash outflow from operating activities
(7,037,936)
(12,712,031)
Investing activities
Purchase of intangible assets
-
(27)
Purchase of tangible fixed assets
(484,979)
(64,819)
Net cash used in investing activities
(484,979)
(64,846)
Financing activities
Repayment of borrowings
(11,630)
(4,025)
Repayment of bank loans
(224,598)
(60,000)
Payment of finance leases obligations
(62,963)
(23,828)
Net cash used in financing activities
(299,191)
(87,853)
Net decrease in cash and cash equivalents
(7,822,106)
(12,864,730)
Cash and cash equivalents at beginning of year
18,347,835
31,212,565
Effect of foreign exchange rates
59,684
-
0
Cash and cash equivalents at end of year
10,585,413
18,347,835
BIGCHANGE GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 15 -
1
Accounting policies
Company information

BigChange Group Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 3175 Century Way, Thorpe Park, Leeds, LS15 8ZB.

 

The group consists of BigChange Group Limited and all of its subsidiaries.

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.

The 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 for parent company information presented within the consolidated financial statements:

 

 

The company has taken advantage of the disclosure exemptions of Section 33.1A of FRS 102 which permit it to not present details of its transactions with members of the group headed by BigChange Topco Limited where relevant group companies are all wholly owned.

 

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.

BIGCHANGE GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 16 -
1.2
Basis of consolidation

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

 

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

The consolidated group financial statements consist of the financial statements of the parent company BigChange Group Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

 

All financial statements are made up to 31 December 2023. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

 

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

1.3
Going concern

Notwithstanding a financial loss for the year ended 31 December 2023, and reporting net liabilities of £18,172,592 (2022 – net liabilities £9,308,986) as at the balance sheet date, the financial statements of the Group have been prepared on a going concern basis which the directors consider to be appropriate for the following reasons.

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 Group’s current performance against its forecasts, the Group will have, as a subsidiary of BigChange TopCo Limited, sufficient capacity to meet its liabilities as they fall due during the going concern assessment period.

Consequently, the Directors are confident that the Group 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.

1.4
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.

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

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.

1.5
Research and development expenditure

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

1.6
Intantible fixed assets

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

 

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Amortisation 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:

Patents & licences
20% straight line
1.7
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
25% straight line
Motor vehicles
25% 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 recognised in the profit and loss account.

1.8
Fixed asset investments

Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

 

In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

BIGCHANGE GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 18 -

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

 

Investments in associates are initially recognised at the transaction price (including transaction costs) and are subsequently adjusted to reflect the group’s share of the profit or loss, other comprehensive income and equity of the associate using the equity method. Any difference between the cost of acquisition and the share of the fair value of the net identifiable assets of the associate on acquisition is recognised as goodwill. Any unamortised balance of goodwill is included in the carrying value of the investment in associates.

 

Losses in excess of the carrying amount of an investment in an associate are recorded as a provision only when the company has incurred legal or constructive obligations or has made payments on behalf of the associate.

 

In the parent company financial statements, investments in associates are accounted for at cost less impairment.

Entities in which the group has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

1.9
Impairment of fixed assets

At each reporting period end date, the group 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.

 

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

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.

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.

BIGCHANGE GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 19 -
1.10
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.

1.11
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.

1.12
Financial instruments

The group 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 group's balance sheet when the group becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset and 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 GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 20 -
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 group 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 group 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 GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 21 -
Derecognition of financial liabilities

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

1.13
Equity instruments

Equity instruments issued by the group 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 group.

1.14
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 group’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 if, and only if, there is 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.

1.15
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.

1.16
Retirement benefits

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

BIGCHANGE GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 22 -
1.17
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.

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.

 

The expense in relation to options over the parent company’s shares granted to employees of a subsidiary is recognised by the company as a capital contribution, and presented as an increase in the company’s investment in that subsidiary.

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 accounted 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 26.

1.18
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 leased asset are consumed.

1.19
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.

BIGCHANGE GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 23 -
2
Judgements and key sources of estimation uncertainty

In the application of the group’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.

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 new 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 new 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 22.

Bad debt provision

The group 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
2023
2022
£
£
Turnover analysed by class of business
Cloud-based scheduling solutions
22,713,363
15,450,429
2023
2022
£
£
Turnover analysed by geographical market
United Kingdom
21,465,733
14,598,727
Europe
1,167,563
797,253
Rest of World
80,067
54,449
22,713,363
15,450,429
BIGCHANGE GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 24 -
4
Exceptional item
2023
2022
£
£
Expenditure
Corporate reorganisation costs - legal and professional
28,977
357,137

In 2021 the company was acquired by Great Hill Partners L.P. As a result of the acquisition a new group structure was introduced along with a change in financing arrangements. This reorganisation resulted in these exceptional costs.

5
Operating loss
2023
2022
£
£
Operating loss for the year is stated after charging/(crediting):
Exchange differences apart from those arising on financial instruments measured at fair value through profit or loss
(102,279)
63,954
Depreciation of owned tangible fixed assets
150,529
149,193
Depreciation of tangible fixed assets held under finance leases
33,675
39,953
Amortisation of intangible assets
166
176
Share-based payments
918,816
918,816
Operating lease charges
282,382
171,288
6
Auditor's remuneration
2023
2022
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company
10,800
10,000
Audit of the financial statements of the company's subsidiaries
31,600
29,300
42,400
39,300
For other services
All other non-audit services
13,700
12,900
BIGCHANGE GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 25 -
7
Employees

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

Group
Company
2023
2022
2023
2022
Number
Number
Number
Number
Management
11
13
4
4
Sales
42
32
-
-
Administration
180
177
-
-
Total
233
222
4
4

Their aggregate remuneration comprised:

Group
Company
2023
2022
2023
2022
£
£
£
£
Wages and salaries
15,430,738
15,342,006
-
0
-
0
Social security costs
1,964,938
2,061,475
-
-
Pension costs
464,933
396,534
-
0
-
0
17,860,609
17,800,015
-
0
-
0
8
Directors' remuneration
2023
2022
£
£
Remuneration for qualifying services
1,513,833
1,005,138
Company pension contributions to defined contribution schemes
20,667
23,147
1,534,500
1,028,285
Remuneration disclosed above includes the following amounts paid to the highest paid director:
2023
2022
£
£
Remuneration for qualifying services
907,159
500,557
Company pension contributions to defined contribution schemes
20,000
20,481
BIGCHANGE GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 26 -
9
Interest payable and similar expenses
2023
2022
£
£
Interest on bank overdrafts and loans
2,855,118
1,971,970
Interest on finance leases and hire purchase contracts
1,430
2,553
Other interest
(294)
11
Total finance costs
2,856,254
1,974,534
10
Taxation
2023
2022
£
£
Current tax
Adjustments in respect of prior periods
(2,479,013)
-
0

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
(12,319,295)
(15,591,071)
Expected tax credit based on the standard rate of corporation tax in the UK of 23.52% (2022: 19.00%)
(2,897,567)
(2,962,303)
Tax effect of expenses that are not deductible in determining taxable profit
359,150
27,447
Unutilised tax losses carried forward
2,367,230
2,628,999
Change in unrecognised deferred tax assets
(140,087)
-
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
17,667
Effect of losses in foreign jurisdictions
130,611
122,193
Taxation credit
(2,479,013)
-
BIGCHANGE GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 27 -
11
Intangible fixed assets
Group
Patents & licences
£
Cost
At 1 January 2023
510
Exchange adjustments
(11)
At 31 December 2023
499
Amortisation
At 1 January 2023
291
Amortisation charged for the year
166
Exchange adjustments
(6)
At 31 December 2023
451
Carrying amount
At 31 December 2023
48
At 31 December 2022
219
The company had no intangible fixed assets at 31 December 2023 or 31 December 2022.
12
Tangible fixed assets
Group
Leasehold land and buildings
Fixtures and fittings
Motor vehicles
Total
£
£
£
£
Cost
At 1 January 2023
-
0
767,830
131,133
898,963
Additions
263,201
221,778
-
0
484,979
Disposals
-
0
-
0
(90,860)
(90,860)
Exchange adjustments
-
0
(6,224)
-
0
(6,224)
At 31 December 2023
263,201
983,384
40,273
1,286,858
Depreciation
At 1 January 2023
-
0
572,186
94,985
667,171
Depreciation charged in the year
19,959
128,724
35,521
184,204
Eliminated in respect of disposals
-
0
-
0
(90,860)
(90,860)
Exchange adjustments
-
0
(5,626)
-
0
(5,626)
At 31 December 2023
19,959
695,284
39,646
754,889
Carrying amount
At 31 December 2023
243,242
288,100
627
531,969
At 31 December 2022
-
0
195,644
36,148
231,792
BIGCHANGE GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
12
Tangible fixed assets
(Continued)
- 28 -
The company had no tangible fixed assets at 31 December 2023 or 31 December 2022.

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

Group
Company
2023
2022
2023
2022
£
£
£
£
Motor vehicles
425
34,100
-
0
-
0
13
Fixed asset investments
Group
Company
2023
2022
2023
2022
Notes
£
£
£
£
Investments in subsidiaries
14
-
0
-
0
1,001
1,001
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 January 2023 and 31 December 2023
1,001
Carrying amount
At 31 December 2023
1,001
At 31 December 2022
1,001
14
Subsidiaries

Details of the company's subsidiaries at 31 December 2023 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
BigChange Limited
England and Wales
Ordinary shares
100.00
BigChange France SA
France
Ordinary shares
100.00

Registered Offices

 

BigChange Limited - 3150 Century Way, Thorpe Park, Leeds LS15 8ZB

BigChange France - 141 Av. des Grésillons, 92230 Gennevilliers, France.

BIGCHANGE GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 29 -
15
Stocks
Group
Company
2023
2022
2023
2022
£
£
£
£
Finished goods and goods for resale
425,069
331,637
-
0
-
0
16
Debtors
Group
Company
2023
2022
2023
2022
Amounts falling due within one year:
£
£
£
£
Trade debtors
4,829,243
3,103,303
-
0
-
0
Amounts owed by group undertakings
68,916
38,106
33,478,667
24,291,002
Other debtors
1,619,492
980,611
13,833
21,528
Prepayments and accrued income
1,127,760
485,143
-
0
-
0
7,645,411
4,607,163
33,492,500
24,312,530
Amounts falling due after more than one year:
Deferred tax asset (note 23)
102,400
102,400
-
0
-
0
Total debtors
7,747,811
4,709,563
33,492,500
24,312,530
17
Creditors: amounts falling due within one year
Group
Company
2023
2022
2023
2022
£
£
£
£
Obligations under finance leases
20
-
0
62,963
-
0
-
0
Other borrowings
19
26,337
37,967
-
0
-
0
Trade creditors
2,032,426
1,586,620
1,667
-
0
Amounts owed to group undertakings
202,723
202,723
268,083
266,823
Other taxation and social security
1,077,976
1,195,168
-
-
Other creditors
34,135
10,649
-
0
-
0
Accruals and deferred income
4,811,267
3,313,922
30,610
65,837
8,184,864
6,410,012
300,360
332,660

Included in other borrowings is a €30,376 (2022 - €50,000) unsecured loan from the French government.

BIGCHANGE GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 30 -
18
Creditors: amounts falling due after more than one year
Group
Company
2023
2022
2023
2022
Notes
£
£
£
£
Bank loans and overdrafts
19
29,225,588
26,467,807
29,225,588
26,467,807
Accruals and deferred income
52,450
52,213
-
0
-
0
29,278,038
26,520,020
29,225,588
26,467,807
19
Loans and overdrafts
Group
Company
2023
2022
2023
2022
£
£
£
£
Bank loans
29,225,588
26,467,807
29,225,588
26,467,807
Other loans
26,337
37,967
-
0
-
0
29,251,925
26,505,774
29,225,588
26,467,807
Payable within one year
26,337
37,967
-
0
-
0
Payable after one year
29,225,588
26,467,807
29,225,588
26,467,807

Bank loans are secured by fixed and floating charges over the assets of the company and of both its immediate parent undertaking BigChange Bidco Limited and subsidiary undertaking BigChange Limited.

The loan facility of £25,000,000 was entered into on the 22 December 2021 (Closing date). The capital on the facility is repayable at the 5th anniversary of the closing date referred to as the termination date. Interest is calculated at a rate of LIBOR plus 6% per annum. Interest is due for repayment in six monthly intervals. Any interest not paid at the six monthly interval is capitalised to the loan. Capitalised interest not settled in the payment intervals throughout the term of the facility is payable with the capital at the termination date.

20
Finance lease obligations
Group
Company
2023
2022
2023
2022
£
£
£
£
Future minimum lease payments due under finance leases:
Within one year
-
0
67,141
-
0
-
0
Less: future finance charges
-
0
(4,178)
-
0
-
0
-
62,963
-
0
-
0

Finance lease payments represented rentals payable by the company or group for certain items of plant and machinery. 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 GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 31 -
21
Retirement benefit schemes
2023
2022
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
464,933
396,534

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

22
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 27.

 

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.

Group
Company
2023
2022
2023
2022
£
£
£
£
Expenses recognised in the year
Arising from equity settled share based payment transactions
873,227
873,227
-
-
Arising from cash settled share based payment transactions
45,589
45,589
-
-
BIGCHANGE GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 32 -
23
Deferred taxation

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

Assets
Assets
2023
2022
Group
£
£
Tax losses
102,400
102,400
The company has no deferred tax assets or liabilities.
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.

24
Share capital
Group and company
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of 10p each
1,412,947
1,412,946
141,295
141,295

Shares rank equally for all voting purposes. Each share ranks equally for any dividend declared.

25
Share-based payment reserve

The share-based payment reserve represents amounts expensed by the group in respect of equity-settled share-based payment schemes, which have not yet exercised. Details of the schemes are provided in note 22.

26
Operating lease commitments
Lessee

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

Group
Company
2023
2022
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
-
-
-
2,873,241
159,809
-
-
BIGCHANGE GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 33 -
27
Controlling party

The company's immediate parent company is BigChange Bidco 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 the consolidated financial statements are available from The Registrar of Companies, Companies House, Crown Way, Cardiff, CF14 3UZ.

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.

28
Cash absorbed by group operations
2023
2022
£
£
Loss for the year after tax
(9,840,282)
(15,591,071)
Adjustments for:
Taxation credited
10
(2,479,013)
-
0
Finance costs
9
2,856,254
41,948
Amortisation of intangible assets
11
166
176
Depreciation of tangible fixed assets
12
184,204
189,146
Cash and equity settled share based payment expense
22
873,227
918,816
Movements in working capital:
(Increase)/decrease in stocks
(93,432)
94,875
Increase in debtors
(3,038,248)
(1,921,191)
Increase in creditors
2,021,311
3,597,218
Cash absorbed by operations
(9,515,813)
(12,670,083)
BIGCHANGE GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 34 -
29
Analysis of changes in net debt - group
1 January 2023
Cash flows
Accrued interest
Other movements
Exchange rate movements
31 December 2023
£
£
£
£
£
£
Cash at bank and in hand
18,347,835
(7,822,106)
-
-
59,684
10,585,413
Borrowings excluding overdrafts
(26,505,774)
236,228
(2,855,118)
(127,261)
-
(29,251,925)
Obligations under finance leases
(62,963)
62,963
-
-
-
-
(8,220,902)
(7,522,915)
(2,855,118)
(127,261)
59,684
(18,666,512)
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