Company Registration No. 01926324 (England and Wales)
Wordsynk Limited
Financial statements
for the year ended 31 December 2024
Pages for filing with the registrar
Wordsynk Limited
Contents
Page
Statement of financial position
1
Statement of changes in equity
2
Notes to the financial statements
3 - 13
Wordsynk Limited
Statement of financial position
As at 31 December 2024
1
2024
2023
Notes
£000
£000
£000
£000
Fixed assets
Intangible assets
4
4,115
3,484
Current assets
Debtors
6
40,165
19,603
Cash at bank and in hand
81
35
40,246
19,638
Creditors: amounts falling due within one year
7
(36,784)
(18,424)
Net current assets
3,462
1,214
Total assets less current liabilities
7,577
4,698
Provisions for liabilities
(875)
(739)
Net assets
6,702
3,959
Capital and reserves
Called up share capital
9
7
7
Capital contribution reserve
394
313
Profit and loss reserves
6,301
3,639
Total equity
6,702
3,959

The directors of the company have elected not to include a copy of the income statement within the financial statements.true

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

The financial statements were approved by the board of directors and authorised for issue on 26 June 2025 and are signed on its behalf by:
J Gould
Director
Company Registration No. 01926324
Wordsynk Limited
Statement of changes in equity
For the year ended 31 December 2024
2
Share capital
Capital contribution reserve
Profit and loss reserves
Total
Notes
£000
£000
£000
£000
Balance at 1 December 2023
7
187
1,271
1,465
Year ended 31 December 2023:
Profit and total comprehensive income
-
-
2,368
2,368
Share based payments
8
-
0
126
-
0
126
Balance at 31 December 2023
7
313
3,639
3,959
Year ended 31 December 2024:
Profit and total comprehensive income
-
-
2,662
2,662
Share based payments
8
-
0
81
-
0
81
Balance at 31 December 2024
7
394
6,301
6,702
Wordsynk Limited
Notes to the financial statements
For the year ended 31 December 2024
3
1
Accounting policies
Company information

WordSynk Limited (‘the Company’) is a developer of technology solutions, primarily to the language

services industry.

The c ompany is a private company limited by shares and is incorporated in England and Wales under the Companies Act 2006. The address of its registered office is Brainworks, Unit 4 - Royds Close, Leeds,LS12 6LL.

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 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary a mounts in these financial statements are rounded to the nearest £000.

The financial statements have been prepared under the historical cost convention. 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:

- Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures; and

- Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income.

1.2
Going concern

The true d irectors manage the business on a UK group wide basis, "the group", and assess g oing c oncern at both a c ompany and g roup level. The going concern basis of preparation is considered applicable in the financial statements despite the group reporting a loss result for 2024. It is forecast to be profitable during the year ending December 2025 and beyond. The group is also in a strong net asset position and holds a significant positive cash balance.

The directors have considered the forecasted cash flows up to December 2026 and are comfortable with the current performance and the forecast which shows that there will continue to be a positive generation of cash to cover all liabilities which fall due over this period.

Wordsynk Limited
Notes to the financial statements (continued)
For the year ended 31 December 2024
1
Accounting policies (continued)
4

The debt within the group is currently made up of a £24.5m term loan which is not due for payment until August 2026. There is also a £5m RCF agreement of which £2m was drawn down in January 2024. These are part of the same agreement and require the same covenant compliance including cashflow cover, adjusted leverage, and guarantor coverage. The continued and forecasted improvements in both EBITDA and cash generation enables the directors to be comfortable that the group will continue to be in compliance with all covenants and that the group will be able to either roll over or replace its debt facilities before their expiry date in August 2026.

Based on the above, the directors have a reasonable expectation that the company will continue to trade as a going concern for the foreseeable future with the necessary resources to do this.

The group guarantees the continuing operations of Wordsynk Limited.

1.3
Turnover

Turnover comprises the fair value of the consideration receivable for the use of the c ompany's technology solutions, under licence agreements with fellow group companies, at an agreed mark up.

The c ompany recognises turnover when the amount of turnover can be measured reliably and when the specific criteria relating to the c ompany’s sales channels have been met. Turnover is recognised in the accounting period in which the services are rendered.

1.4
Research and development expenditure

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight line basis over their useful economic lives, estimated for assets currently held at 3 years.

If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.

1.5
Intangible fixed assets

Intangible assets are stated at cost less accumulated amortisation and accumulated impairment losses. Amortisation is calculated, using the straight-line method, to allocate the depreciable amount of the assets to their residual values over their estimated useful lives.

The estimated useful lives range as follows:

Software
3 to 5 years
Wordsynk Limited
Notes to the financial statements (continued)
For the year ended 31 December 2024
1
Accounting policies (continued)
5

Amortisation is charged to administrative expenses in the profit and loss account.

Where factors, such as technological advancement or changes in market price, indicate that residual value or useful life have changed, the residual value, useful life or amortisation rate are amended prospectively to reflect the new circumstances.

The assets are reviewed for impairment if the above factors indicate that the carrying amount may be impaired.

Costs associated with maintaining software are recognised as an expense as incurred. Development costs that are directly attributable to the design and testing of identifiable and unique software products controlled by the company are recognised as intangible assets when the following criteria are met:

- it is technically feasible to complete the software so that it will be available for use;

- management intends to complete the software and use or sell it;

- there is an ability to use or sell the software;

- it can be demonstrated how the software will generate probable future economic benefits;

- adequate technical, financial and other resources to complete the development and to use or sell the software are available; and

- the expenditure attributable to the software during its development can be reliably measured

Other development expenditures that do not meet these criteria are recognised as an expense as incurred. Development costs previously recognised as an expense are not recognised as an asset in a subsequent period.

1.6
Tangible fixed assets

Tangible assets are stated at historical cost less accumulated depreciation and accumulated impairment losses. Historical cost includes the original purchase price, costs directly attributable to bringing the asset to its working condition for its intended use, dismantling and restoration costs.

Depreciation is provided on the following basis:

Computer equipment
3 to 5 years

The assets’ residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised within ‘administrative expenses’ in the profit and loss account.

Wordsynk Limited
Notes to the financial statements (continued)
For the year ended 31 December 2024
1
Accounting policies (continued)
6
1.7
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.

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 cashgenerating 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.

1.8
Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

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 statement of financial position when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include debtors, 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.

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.

Wordsynk Limited
Notes to the financial statements (continued)
For the year ended 31 December 2024
1
Accounting policies (continued)
7
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 paymen ts 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. A m ounts 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.

1.10
Equity instruments

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new ordinary shares or options are shown in equity as a deduction, net of tax, from the proceeds.

Dividends and other distributions to the c ompany’s shareholders are recognised as a liability in the financial statements in the period in which the dividends and other distributions are approved by the shareholders. These amounts are recognised in the Statement of Changes in Equity.

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 income statement 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. Where items recognised in other comprehensive income or equity are chargeable to or deductible for tax purposes, the resulting current or deferred tax expense or income is presented in the same component of comprehensive income or equity as the transaction or other event that resulted in the tax expense or income. 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

Short term benefits, including holiday pay and other similar non-monetary benefits, are recognised

as an expense in the period in which the service is received.

Wordsynk Limited
Notes to the financial statements (continued)
For the year ended 31 December 2024
1
Accounting policies (continued)
8
1.13
Retirement benefits

The c ompany provides a range of benefits to employees, including paid holiday arrangements and defined contribution pension plan.

(i) Short term benefits

Short term benefits, including holiday pay and other similar non-monetary benefits, are recognised as an expense in the period in which the service is received.

(ii) Defined contribution pension plan

Employees of the c ompany are eligible to participate in a defined contribution plan, operated by Link Up Mitaka Limited, a fellow group undertaking. A defined contribution plan is a pension plan under which the c ompany pays fixed contributions into a separate entity. Once the contributions have been paid the c ompany has no further payment obligations. The contributions are recognised as an expense when they are due. Amounts not paid are shown in creditors in the balance sheet. The assets of the plan are held separately from the c ompany in independently administered funds.

1.14
Share-based payments

Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each balance sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.

The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the c ompany keeping the scheme open or the employee maintaining any contributions required by the scheme).

Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.

Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received.

1.15
Foreign exchange

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate.

Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Wordsynk Limited
Notes to the financial statements (continued)
For the year ended 31 December 2024
9
2
Critical accounting 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.

Critical judgements

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Key accounting estimates and assumptions

The c ompany makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are addressed below.

Intangible fixed assets

The c ompany considers whether intangible assets are impaired. Where an indication of impairment is

identified the estimation of recoverable value requires estimation of the recoverable value of the cash

generating units (CGUs). This requires estimation of the future cash flows from CGUs. See note 4 for

the carrying amount of intangible fixed assets.

Equity settled scheme

A share-based payments charge was made in the year under an equity settled scheme by issuance of

profit interest units. The units are split 50% time based which vest at a rate of 10% per annum over a 5

year vesting period and 50% performance based which vest in full over 5 years.

The company makes estimates on the fair value of these units over the vesting period by considering the

non-market and market based conditions attached to them. It makes assumptions that the shares will

vest over the full 5 year period and requires an estimate of the equity value of the company across the

vesting period. See note 8 for the weighted average share price of the units.

Impairment of debtors

The c ompany makes an estimate of the recoverable value of debtors. When assessing impairment of

debtors, management considers factors including the ageing profile and historical experience. See note 6 for the value of debtors.

Wordsynk Limited
Notes to the financial statements (continued)
For the year ended 31 December 2024
10
3
Employees

The average monthly number of persons (excluding non-remunerated directors) employed by the company during the year was:

2024
2023
Number
Number
Total
8
11
4
Intangible fixed assets
Software
£000
Cost
At 1 January 2024
13,771
Additions
2,430
Disposals
(369)
At 31 December 2024
15,832
Amortisation and impairment
At 1 January 2024
10,287
Amortisation charged for the year
1,799
Disposals
(369)
At 31 December 2024
11,717
Carrying amount
At 31 December 2024
4,115
At 31 December 2023
3,484
Wordsynk Limited
Notes to the financial statements (continued)
For the year ended 31 December 2024
11
5
Tangible fixed assets
Plant and machinery etc
£000
Cost
At 1 January 2024 and 31 December 2024
24
Depreciation and impairment
At 1 January 2024 and 31 December 2024
24
Carrying amount
At 31 December 2024
-
0
At 31 December 2023
-
0
6
Debtors
2024
2023
Amounts falling due within one year:
£000
£000
Amounts owed by group undertakings
40,165
19,598
Other debtors
-
0
5
40,165
19,603

Amounts owed by group undertakings are unsecured, interest free and repayable on demand.

7
Creditors: amounts falling due within one year
2024
2023
£000
£000
Amounts owed to group undertakings
35,735
18,016
Corporation tax
1,022
391
Other taxation and social security
18
17
Other creditors
9
-
0
36,784
18,424

Amounts owed to group undertakings are unsecured, interest free and repayable on demand.

Wordsynk Limited
Notes to the financial statements (continued)
For the year ended 31 December 2024
12
8
Share-based payment transactions

The company operates an equity-settled share based remuneration scheme for a number of key

employees. Shares consist of 417,824 units (2023: 417,824 units) spli t 50% time based units which vest at a rate of 10% per annum over a 5 year vesting period and 50% perfomance based shares which vest in full over 5 years.

The shares issued are in the ultimate parent company.

Number of share options
Weighted average exercise price
2024
2023
2024
2023
Number
Number
£000
£000
Outstanding at 1 January 2024 and 31 December 2024
417,824
417,824
-
0
-
0
Exercisable at 31 December 2024
-
0
-
0
-
0
-
0

In the year a charge in profit and loss of £81,423 (2023: £125,546), was incurred in respect of a share based charge, from 417,824 units (2023: 417,824 units) split 50% time based shares which vest at a rate of 105 per annum over a 5 year vesting period and 50% performance based shares which vest in full over 5 years.

The shares issued are in the ultimate parent company.

All restricted stock are issued with a £nil exercisable price.

9
Called up share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£000
£000
Issued and fully paid
Ordinary shares of £1 each
7,000
7,000
7
7

Rights, preferences and restrictions:

Each of the shares carry a voting right and equal rights to participate in any discretional dividends.

10
Audit report information

As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006:

The auditor's report was unqualified.

Senior Statutory Auditor:
Diane Petit-Laurent FCA
Statutory Auditors:
Saffery LLP
Date of audit report:
27 June 2025
Wordsynk Limited
Notes to the financial statements (continued)
For the year ended 31 December 2024
13
11
Financial commitments, guarantees and contingent liabilities

As at the balance sheet date, the company is party to a fixed and floating charge over all of its assets in favour of Kartesia. thebigword Group Holdings Limited and fellow subsidiaries have a total facility with Kartesia for £27,031k (2023: £25,172k).

12
Parent company

The c ompany is a subsidiary undertaking of thebigword Group Limited, a company incorporated in Great

Britain and registered in England and Wales.

thebigword Group Holdings Limited is the parent company of the largest group for which consolidated

financial statements are drawn up.

Copies of the consolidated financial statements of thebigword Group Holdings Limited may be obtained

from, Brainworks, Unit 4, Royds Close, Leeds, England, LS12 6LL.

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