Company Registration No. 13505463 (England and Wales)
thebigword Group Bidco Limited
Annual report and financial statements
for the year ended 31 December 2024
thebigword Group Bidco Limited
Company information
Directors
J Zimbalist
J Gould
(Appointed 7 June 2024)
M O Rice
(Appointed 7 June 2024)
Company number
13505463
Registered office
Brainworks
Unit 4 - Royds Close
Leeds
England
LS12 6LL
Independent auditor
Saffery LLP
Trinity
16 John Dalton Street
Manchester
M2 6HY
Bankers
HSBC UK Bank plc
33 Park Row
Leeds
West Yorkshire
LS1 1LD
Solicitors
DLA Piper UK LLP
Princes Exchange
Princes Square
Leeds
LS1 4BY
thebigword Group Bidco Limited
Contents
Page
Strategic report
1 - 2
Directors' report
3 - 4
Independent auditor's report
5 - 7
Statement of comprehensive income
8
Statement of financial position
9
Statement of changes in equity
10
Notes to the financial statements
11 - 20
thebigword Group Bidco Limited
Strategic report
For the year ended 31 December 2024
1
The directors present the strategic report for the year ended 31 December 2024.
Review of the business
The principal activity of thebigword Group BidCo Limited (the 'company') is principally that of a holding the debt of the group and servicing the debt repayments with the support of the subsidiaries of the group.
For a greater understanding of the current performance and potential future developments impacting on the company then please refer to the consolidated financial statements of its parent company, thebigword Group Holdings Limited. These are available as disclosed in note 18 to these financial statements.
Principal risks and uncertainties
Due to being a holding company, the company's principal risks and uncertainties are focused on the underlying subsidiaries of the business and their performance. Any potential downturn in performance would adversely impact on the investments held in the subsidiaries. Various subsidiaries being held means that the risks are spread across these trading entities.
The company is primarily funded through a bank loan, which has been utilised for investment in the group. This funding is monitored alongside the wider expected cash flows and investment requirements throughout the group. Further consideration of this is provided in the consolidated financial statements of the parent company, thebigword Group Holdings Limited as disclosed in note 18, as well as in the Directors' Report.
Key performance indicators
Given the low level of operations within the company as a standalone entity the key performance indicators are more focused on the performance of the underlying group. These have been considered in greater detail in the consolidated financial statements of the parent company. These are available as disclosed in note 18 to these financial statements.
Section 172
This section describes how the directors have had regard to the matters set out in section 172(1) (a) to (f) of the Companies Act 2006 in exercising their duty to promote the success of the company and group for the benefits of its stakeholders as a whole.
Our stakeholders
The directors consider that the following groups are the group's key stakeholders:
Employees
Clients
Shareholders
Suppliers
The directors seek to understand the respective interest of such stakeholder groups so that they can be properly considered in their decisions.
Employees
thebigword aims to be an innovative and rewarding business where colleagues can reach their full potential building meaningful careers in an innovative and growing industry.
The continued development of the business is dependent on the contribution of all employees and the business recognises the benefits of having a committed and well trained workforce. This is achieved through regular meetings at all levels within the workforce and feedback via management to the Director Group.
thebigword Group Bidco Limited
Strategic report (continued)
For the year ended 31 December 2024
2
Clients
The company and group utilises its WordSynk technology to breakdown language barriers for clients, connecting them with the world, fostering growth and universal understanding.
Clients are key to the continued existence and growth of the business, and the directors recognise that acting promptly upon customer feedback is essential. The directors are continually aware of our customer opinions of our services either through direct contact with the customer or via feedback from our sales and operations teams. The directors are very proud that the business continues to have very high client retention rates.
Shareholders and third party debt holders
The directors manage the company and group to be a sound investment with a clear strategy for growth from the perspective of both these stakeholders whilst ensuring they deliver value to the shareholders. The directors are in regular contact with the shareholders and third party debt holders and keep them appraised on the ongoing development of the group both operationally and financially.
Suppliers
The company and group relies on linguists, freelancers and partners to deliver its services. The directors are actively involved in discussions with key suppliers, not only to ensure value for money for shareholders, but also to ensure high quality services are delivered to all clients.
The company and group aims to become the language technology platform of choice by providing a home for linguists, where they can use their skills to connect the world, supporting trade, diplomacy and justice for the company and group’s customers.
J Gould
Director
26 June 2025
thebigword Group Bidco Limited
Directors' report
For the year ended 31 December 2024
3
The directors present their annual report and financial statements for the year ended 31 December 2024.
Results and dividends
The results for the year are set out on page 8.
No ordinary dividends were paid. The directors do not recommend payment of a final dividend.
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
A G Lightowler
(Resigned 1 March 2024)
J Zimbalist
J Gould
(Appointed 7 June 2024)
M O Rice
(Appointed 7 June 2024)
Qualifying third party indemnity provisions
The company has made qualifying third party indemnity provisions for the benefit of its directors during the year. These provisions remain in force at the reporting date.
Going concern
The directors manage the business on a UK group wide basis, "the group", and assess going concern at both a company and group 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.
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 as a going concern for the foreseeable future with the necessary resources to do this.
Future developments
For a greater understanding of the current performance and potential future developments impacting on the company then please refer to the consolidated financial statements of its parent company, thebigword Group Holdings Limited. These are available as disclosed in the Controlling party note in these financial statements.
Auditor
The auditor, Saffery LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.
Energy and carbon report
As the company has not consumed more than 40,000 kWh of energy in this reporting period, it qualifies as a low energy user under these regulations and is not required to report on its emissions, energy consumption or energy efficiency activities.
thebigword Group Bidco Limited
Directors' report (continued)
For the year ended 31 December 2024
4
Statement of directors' responsibilities
The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law).
Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:
select suitable accounting policies and then apply them consistently;
make judgements and accounting estimates that are reasonable and prudent;
state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Statement of disclosure to auditor
So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.
On behalf of the board
J Gould
Director
26 June 2025
thebigword Group Bidco Limited
Independent auditor's report
To the members of thebigword Group Bidco Limited
5
Opinion
We have audited the financial statements of thebigword Group Bidco Limited (the 'company') for the year ended 31 December 2024 which comprise the statement of comprehensive income, the statement of financial position, the statement of changes in equity and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
In our opinion the financial statements:
give a true and fair view of the state of the company's affairs as at 31 December 2024 and of its loss for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
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.
thebigword Group Bidco Limited
Independent auditor's report (continued)
To the members of thebigword Group Bidco Limited
6
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The specific procedures for this engagement and the extent to which these are capable of detecting irregularities, including fraud are detailed below.
Identifying and assessing risks related to irregularities
We assessed the susceptibility of the company’s financial statements to material misstatement and how fraud might occur, including through discussions with the directors, discussions within our audit team planning meeting, updating our record of internal controls and ensuring these controls operated as intended. We evaluated possible incentives and opportunities for fraudulent manipulation of the financial statements. We identified laws and regulations that are of significance in the context of the company by discussions with directors and by updating our understanding of the sector in which the company operates.
Laws and regulations of direct significance in the context of the company include The Companies Act 2006 and UK Tax legislation.
thebigword Group Bidco Limited
Independent auditor's report (continued)
To the members of thebigword Group Bidco Limited
7
Audit response to risks identified
We considered the extent of compliance with these laws and regulations as part of our audit procedures on the related financial statement items including a review of financial statement disclosures. We reviewed the company's records of breaches of laws and regulations, minutes of meetings and correspondence with relevant authorities to identify potential material misstatements arising. We discussed the company's policies and procedures for compliance with laws and regulations with members of management responsible for compliance.
During the planning meeting with the audit team, the engagement partner drew attention to the key areas which might involve non-compliance with laws and regulations or fraud. We enquired of management whether they were aware of any instances of non-compliance with laws and regulations or knowledge of any actual, suspected or alleged fraud. We addressed the risk of fraud through management override of controls by testing the appropriateness of journal entries and identifying any significant transactions that were unusual or outside the normal course of business. We assessed whether judgements made in making accounting estimates gave rise to a possible indication of management bias. At the completion stage of the audit, the engagement partner’s review included ensuring that the team had approached their work with appropriate professional scepticism and thus the capacity to identify non-compliance with laws and regulations and fraud.
There are inherent limitations in the audit procedures described above and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.
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.
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.
Diane Petit-Laurent FCA
Senior Statutory Auditor
For and on behalf of Saffery LLP
27 June 2025
Statutory Auditors
Trinity
16 John Dalton Street
Manchester
M2 6HY
thebigword Group Bidco Limited
Statement of comprehensive income
For the year ended 31 December 2024
8
2024
2023
Notes
£000
£000
Administrative expenses
2
(327)
Interest payable and similar expenses
6
(2,984)
(3,842)
Loss before taxation
(2,982)
(4,169)
Tax on loss
7
(90)
Loss for the financial year
(2,982)
(4,259)
thebigword Group Bidco Limited
Statement of financial position
As at 31 December 2024
9
2024
2023
Notes
£000
£000
£000
£000
Fixed assets
Investments
8
73,559
73,559
Current assets
Debtors
11
5,444
1
Cash at bank and in hand
85
4
5,529
5
Creditors: amounts falling due within one year
12
(13,358)
(4,711)
Net current liabilities
(7,829)
(4,706)
Total assets less current liabilities
65,730
68,853
Creditors: amounts falling due after more than one year
13
(25,031)
(25,172)
Net assets
40,699
43,681
Capital and reserves
Called up share capital
15
1
1
Share premium account
16
49,639
49,639
Profit and loss reserves
16
(8,941)
(5,959)
Total equity
40,699
43,681
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. 13505463
thebigword Group Bidco Limited
Statement of changes in equity
For the year ended 31 December 2024
10
Share capital
Share premium account
Profit and loss reserves
Total
£000
£000
£000
£000
Balance at 1 January 2023
1
49,639
(1,700)
47,940
Year ended 31 December 2023:
Loss and total comprehensive income
-
-
(4,259)
(4,259)
Balance at 31 December 2023
1
49,639
(5,959)
43,681
Year ended 31 December 2024:
Loss and total comprehensive income
-
-
(2,982)
(2,982)
Balance at 31 December 2024
1
49,639
(8,941)
40,699
thebigword Group Bidco Limited
Notes to the financial statements
For the year ended 31 December 2024
11
1
Accounting policies
Company information
thebigword Group BidCo Limited (‘the Company’) is a holding company investing in subsidiaries whose principal activities are the provision of translation and interpreting services.
thebigword Group Bidco Limited is a private company limited by shares incorporated in England and Wales. The registered office is Brainworks, Unit 4 - Royds Close, Leeds, England, 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.
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 £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.
The company has taken advantage of the exemption under section 400 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.
1.2
Going concern
The truedirectors manage the business on a UK group wide basis, "the group", and assess going concern at both a company and group 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.
thebigword Group Bidco Limited
Notes to the financial statements (continued)
For the year ended 31 December 2024
1
Accounting policies (continued)
12
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 as a going concern for the foreseeable future with the necessary resources to do this.
The group guarantees the continuing operations of thebigword Group Bidco Limited.
1.3
Fixed asset investments
Interests in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.
A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
1.4
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.
1.5
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.
thebigword Group Bidco Limited
Notes to the financial statements (continued)
For the year ended 31 December 2024
1
Accounting policies (continued)
13
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.
Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.
Basic financial liabilities
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
1.6
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 Company’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.
thebigword Group Bidco Limited
Notes to the financial statements (continued)
For the year ended 31 December 2024
1
Accounting policies (continued)
14
1.7
Hedge accounting
The company uses variable to fixed interest rate swaps to manage its exposure to fair value risk on its interest rate swaps. These derivatives are measured at fair value at each balance sheet date.
To the extent the cash flow hedge is effective, movements in fair value are recognised in other
comprehensive income and presented in a separate cash flow hedge reserve. Any ineffective
portions of those movements are recognised in profit or loss for the period.
Gains and losses on the hedging instruments and the hedged items are recognised in profit or loss for the period. When a hedged item is an unrecognised firm commitment, the cumulative hedging gain or loss on the hedged item is recognised as an asset or liability with a corresponding gain or loss recognised in profit or loss.
1.8
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.
1.9
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.
thebigword Group Bidco Limited
Notes to the financial statements (continued)
For the year ended 31 December 2024
15
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 judgements
The company 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.
Investment in subsidiary undertakings
The company considers whether investments in subsidiary undertakings are impaired. Where an indication of impairment is identified the estimation of recoverable value requires estimation of the future cash flows and net asset values from the subsidiary undertaking. See note 8 for the carrying amount of investments held.
3
Operating profit/(loss)
2024
2023
Operating profit/(loss) for the year is stated after charging:
£000
£000
Exchange losses
1
4
Auditor's remuneration
Auditor's remuneration in respect of audit services (audit of the financial statements) amounting to £8,000 (2023: £7,000) will be borne by Link Up Mitaka Limited, a fellow group undertaking.
In accordance with SI2008/489 the company has not disclosed the fees payable to the company's auditor for 'other services' as this information is included in the consolidated financial statements of thebigword Group Holdings Limited.
thebigword Group Bidco Limited
Notes to the financial statements (continued)
For the year ended 31 December 2024
16
5
Employees
The average monthly number of persons (excluding non-remunerated directors) employed by the company during the year was:
2024
2023
Number
Number
Total
The directors' emoluments are paid through the fellow group undertakings Link Up Mitaka Limited and thebigword Inc. and are disclosed in the financial statements of the company's parent undertaking, thebigword Group Holdings Limited.
6
Interest payable and similar expenses
2024
2023
£000
£000
RCF loan interest
131
-
Other interest
2,853
3,842
2,984
3,842
Bank loan interest payable is on a loan of £24.5m and includes transaction costs of £850,000, which will be charged to profit or loss as part of the interest charge using the effective interest rate method (see note 14). Amortisation of these transaction costs included within bank loan interest payable was £170,000 (2023: £170,000).
thebigword Group Bidco Limited
Notes to the financial statements (continued)
For the year ended 31 December 2024
17
7
Taxation
2024
2023
£000
£000
Deferred tax
Origination and reversal of timing differences
90
The actual 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:
2024
2023
£000
£000
Loss before taxation
(2,982)
(4,169)
Expected tax credit based on the standard rate of corporation tax in the UK of 25.00% (2023: 23.52%)
(746)
(981)
Effect of change in corporation tax rate
(20)
Group relief
499
660
Other non-reversing timing differences
1
(1)
Deferred tax adjustments in respect of prior years
(31)
Movement in deferred tax not recognised
246
463
Taxation charge for the year
-
90
8
Investments
2024
2023
Notes
£000
£000
Investments in subsidiaries
9
73,559
73,559
Directors have assessed there were no indicators of impairment existing at the year end.
They foresee no significant reduction to the recoverable value of the investments by a change in either the companies legal, or economic circumstances. They consider the group's future cash flows as being higher than the carrying value of it's investment in those companies. They therefore deem no impairment is required.
thebigword Group Bidco Limited
Notes to the financial statements (continued)
For the year ended 31 December 2024
18
9
Subsidiaries
The following were subsidiary undertakings of the Company:
Name of undertaking
Address
Class of
% Held
shares held
thebigword Group Limited
1
Ordinary
100
Link Up Mitaka Limited*
1
Ordinary
100
TBW Global Limited*
1
Ordinary
100
thebigword Interpreting Services Limited*
1
Ordinary
100
thebigword Overseas Interpreting Limited*
1
Ordinary
100
Wordsynk Limited*
1
Ordinary
100
thebigword Asia Limited*
1
Ordinary
100
thebigword International Limited*
1
Ordinary
100
Carmona UK Limited*
1
Ordinary
100
Mitaka Limited*
1
Ordinary
100
Multilingual Services Limited
1
Ordinary
100
thebigword Europe Limited*
1
Ordinary
100
thebigword International Management Services Limited*
1
Ordinary
100
thebigword Limited*
1
Ordinary
100
thebigword Transcription Services Limited*
1
Ordinary
100
Word Pie Limited*
1
Ordinary
100
thebigword (Beijing) Technology Co Ltd*
2
Ordinary
100
thebigword Deutschland GmbH*
3
Ordinary
100
thebigword India Pvt Ltd*
4
Ordinary
100
Mitaka thebigword KK*
5
Ordinary
100
thebigword B.V.*
6
Ordinary
100
thebigword BSL UK Limited*
1
Ordinary
100
Clarion Interpreting limited*
1
Ordinary
100
Registered office addresses (all UK unless otherwise indicated):
1) Brainworks, Unit 4, Royds Close, Leeds, England, LS12 6LL
2) Room 1812, 18th Floor, Building 9, No.91 Jianguo Road, Chaoyang District Beijing, Beijing, 100026 China
3) Königsallee 70 40212, Düsseldorf, Nordrhein-Westfalen Germany
4) Park Plaza, 5th Floor, Ganeshkind Road Model Colony, Next To Pune, Maharashtra, 411005 India
5) Emiffice Nerima, Nerima Station 2F, Nerima 1-3-10, Nerima-ku, Tokyo 176-0001, Japan
6) Bethaniëndwarsstraat 6-G, 1012 CB Amsterdam, Netherlands
* investment held indirectly through subsidiary undertakings.
10
Cash at bank and in hand
Cash at bank and in hand totalling £85,000 (2023: £4,000) is held with an unlimited guarantee given by thebigword Group Holdings Limited and Wordsynk Holdings Inc and Wordsynk Intermediate Holdings LLC date 4 August 2021.
thebigword Group Bidco Limited
Notes to the financial statements (continued)
For the year ended 31 December 2024
19
11
Debtors
2024
2023
Amounts falling due within one year:
£000
£000
Amounts owed by group undertakings
5,444
1
Amounts owed by group undertakings are unsecured, interest free and repayable on demand.
12
Creditors: amounts falling due within one year
2024
2023
Notes
£000
£000
Bank loans
14
2,000
Amounts owed to group undertakings
10,899
4,346
Corporation tax
159
77
Other creditors
3
Accruals and deferred income
300
285
13,358
4,711
Amounts owed to group undertakings are unsecured, interest free and repayable on demand.
13
Creditors: amounts falling due after more than one year
2024
2023
Notes
£000
£000
Bank loans and overdrafts
14
25,031
25,172
14
Loans and overdrafts
2024
2023
£000
£000
Bank loans
27,031
25,172
Payable within one year
2,000
Payable after one year
25,031
25,172
On the 4th of August 2021 a bank loan of £24,500,000 was taken. Interest is charged on this loan based on a number of measures at a rate between 6.25% and 7.00% plus SONIA per annum. Transaction costs of £850,000, were incurred, which have been deducted from the initial carrying value and will be charged to profit or loss as part of the interest charge calculated using the effective interest rate method. This loan is due to expire on 3rd August 2026. The loan is secured by a fixed and floating charge over the assets of the group.
A £2m Revolving Credit Facility loan drawdown was taken out in the year. This was a revolving facility with an establishment date of 30th January 2024. The interest rate was also 6.25%-7% plus SONIA.
thebigword Group Bidco Limited
Notes to the financial statements (continued)
For the year ended 31 December 2024
20
15
Share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£000
£000
Issued and fully paid
Ordinary shares of 1p each
133,761
133,761
1
1
Rights preferences and restrictions:
Each of the shares carry a voting right and equal rights to participate in any discretional dividends.
16
Reserves
Share premium
The share premium account includes the premium on issue of equity shares, net of any issue costs.
Profit and loss reserves
The profit and loss account represents cumulative profits or losses, net of dividends paid and other adjustments.
17
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).
18
Parent company
The company is a subsidiary undertaking of thebigword Group Holdings Limited, a company incorporated in Great Britain and registered in England and Wales.
thebigword Group Holdings Limited is the parent company of the largest and smallest 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.
19
Ultimate controlling party
The directors do not regard there to be any ultimate controlling party due to the ownership structure of the group.
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