REGISTERED NUMBER: 07492932 (England and Wales)

UNAUDITED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

FOR

THE BEHAVIOURAL CHANGE COMPANY LTD

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

4

DIRECTORS:

S L Davies

S H Davies

C A Hollingworth

SECRETARY:

S L Davies

REGISTERED OFFICE:

96 Banbury Road

Oxford

Oxfordshire

OX2 6JT

REGISTERED NUMBER:

07492932 (England and Wales)

ACCOUNTANTS:

MGR Weston Kay LLP

Chartered Accountants

55 Loudoun Road

St John's Wood

London

NW8 0DL

FIXED ASSETS

Intangible assets

4

687,541

721,794

Tangible assets

5

48,632

62,956

Investments

6

415,426

641,294

1,151,599

1,426,044

CURRENT ASSETS

Debtors

7

740,835

1,814,817

Cash at bank and in hand

775,995

538,324

1,516,830

2,353,141

CREDITORS

Amounts falling due within one year

8

(835,772

)

(1,343,421

)

NET CURRENT ASSETS

681,058

1,009,720

TOTAL ASSETS LESS CURRENT LIABILITIES

1,832,657

2,435,764

CREDITORS

Amounts falling due after more than one year

9

(220,555

)

(317,138

)

PROVISIONS FOR LIABILITIES

(5,117

)

(9,234

)

NET ASSETS

1,606,985

2,109,392

CAPITAL AND RESERVES

Called up share capital

11

1,000

1,000

Other reserves

(280,000

)

(280,000

)

Retained earnings

1,885,985

2,388,392

SHAREHOLDERS' FUNDS

1,606,985

2,109,392

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31 December 2024.

The members have not required the company to obtain an audit of its financial statements for the year ended 31 December 2024 in accordance with Section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for:

(a)	ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and

(b)

preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company.

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

In accordance with Section 444 of the Companies Act 2006, the Profit and Loss Account has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 11 September 2025 and were signed on its behalf by:

S L Davies - Director

1.	STATUTORY INFORMATION

The Behavioural Change Company Ltd is a private company limited by shares incorporated in England and Wales. The registered office is 96 Banbury Road, Oxford, Oxfordshire, OX2 6JT.

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 £.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

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.

Turnover

Turnover represents amounts receivable for market research services recognised on the stage of completion of the project net of VAT.

Intangible assets other than goodwill

The company capitalises its internally generated intellectual property on a cost basis.

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:

Intellectual Property

20% straight line

The intellectual property represents the company's database of market research and analysis.

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 improvements

Over the lease term

Fixtures, fittings and equipment

25% reducing balance

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

Investments in subsidiaries and associates

Interests in subsidiaries, associates and jointly controlled entities are initially measured at transaction price excluding transaction costs, and are subsequently measured at fair value at each reporting date. Changes in fair value are recognised in profit or loss. Transaction costs are expensed to profit or loss as incurred.

The fair value of the investments is calculated based upon a multiple of the relevant subsidiary or associated company's EBITDA and apportioned in line with the company's shareholding to arrive at an estimate of the investments' arms length fair value.

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.

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 company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

Taxation

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

Current tax

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

Deferred tax

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

Leases

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

Retirement benefits

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

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 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.

Group accounts

The financial statements present information about the company as an individual undertaking and not about its group. The company and its subsidiary undertaking comprise a small-sized group. The company has therefore taken advantage of the exemptions provided by section 399 of the Companies Act 2006 not to prepare group accounts.

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).

Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

Financial instruments

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

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

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

3.

EMPLOYEES

The average number of employees during the year was 28 (2023 - 38 ) .

4.	INTANGIBLE FIXED ASSETS

Intellectual

property

£

COST

At 1 January 2024

1,736,759

Additions

244,690

At 31 December 2024

1,981,449

AMORTISATION

At 1 January 2024

1,014,965

Amortisation for year

278,943

At 31 December 2024

1,293,908

NET BOOK VALUE

At 31 December 2024

687,541

At 31 December 2023

721,794

5.	TANGIBLE FIXED ASSETS

Plant and

Land and

machinery

buildings

etc

Totals

£

£

£

COST

At 1 January 2024

7,343

196,022

203,365

Additions

-

4,719

4,719

Disposals

-

(6,616

)

(6,616

)

At 31 December 2024

7,343

194,125

201,468

DEPRECIATION

At 1 January 2024

5,660

134,749

140,409

Charge for year

1,469

16,020

17,489

Eliminated on disposal

-

(5,062

)

(5,062

)

At 31 December 2024

7,129

145,707

152,836

NET BOOK VALUE

At 31 December 2024

214

48,418

48,632

At 31 December 2023

1,683

61,273

62,956

6.	FIXED ASSET INVESTMENTS

Shares in

Interest

group

in

undertakings

associate

Totals

£

£

£

COST

At 1 January 2024

and 31 December 2024

63

641,231

641,294

PROVISIONS

Impairments

-

225,868

225,868

At 31 December 2024

-

225,868

225,868

NET BOOK VALUE

At 31 December 2024

63

415,363

415,426

At 31 December 2023

63

641,231

641,294

7.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.24

31.12.23

£

£

Trade debtors

511,832

1,349,243

Amounts owed by group undertakings

21,764

225,192

Other debtors

207,239

240,382

740,835

1,814,817

8.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.24

31.12.23

£

£

Bank loans and overdrafts

50,000

50,000

Trade creditors

77,836

203,053

Taxation and social security

190,656

356,031

Other creditors

517,280

734,337

835,772

1,343,421

9.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

31.12.24

31.12.23

£

£

Bank loans

29,166

79,167

Other creditors

191,389

237,971

220,555

317,138

10.	LEASING AGREEMENTS

Minimum lease payments under non-cancellable operating leases fall due as follows:

31.12.24

31.12.23

£

£

Within one year

111,725

76,524

Between one and five years

75,912

-

187,637

76,524

11.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

31.12.24

31.12.23

value:

£

£

1,000,000

Ordinary

0.1p

1,000

1,000

12.	SHARE-BASED PAYMENT TRANSACTIONS

The company has an EMI share option plan, under which 90,000 options have been granted to 6 employees at an exercise price of 97p. The options can be exercised: after a change of control or sale of the company; in the event of a flotation after the third anniversary of the date of grant of options; in the period immediately preceding a change of control following notification from the directors.