The directors present the strategic report for the year ended 31 December 2025.
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 from its registered office, Suite U2, Ground Floor Arlington Business Centre, White Rose Park, Leeds, England, LS11 0PA.
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. These are available as disclosed in the 'Review of the business' section above.
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 the 'Review of the business' section above.
The directors do not consider there to be non-financial KPIs that are deemed appropriate and therefore no disclosure has been made in this regard.
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.
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.
On behalf of the board
The directors present their annual report and financial statements for the year ended 31 December 2025.
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.
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
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 from its registered office, Suite U2, Ground Floor Arlington Business Centre, White Rose Park, Leeds, England, LS11 0PA.
The auditor, Saffery LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.
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.
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; and
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.
We have audited the financial statements of thebigword Group Bidco Limited (the 'company') for the year ended 31 December 2025 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).
Basis for opinion
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Other information
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.
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.
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.
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.
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 Suite U2, Ground Floor Arlington Business Centre, White Rose Park, Leeds, England, LS11 0PA.
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.
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.
Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.
The financial statements of the company are consolidated in the financial statements of thebigword Group Holdings Limited. These consolidated financial statements are available from its registered office, Suite U2, Ground Floor Arlington Business Centre, White Rose Park, Leeds, England, LS11 0PA.
The directors have considered the group’s forecast cash flows up to 31 December 2027 and are satisfied that current performance and forecasts indicate continued positive operating cash generation sufficient to meet liabilities as they fall due over this period, subject to addressing the term loan maturity before 30 September 2027 through extension, refinancing, replacement or repayment.
The group’s debt currently includes a £24.5m term loan which, at the reporting date, was due for repayment in August 2026. Covenant compliance on the outstanding term loan includes cash flow cover, adjusted leverage and guarantor coverage. Subsequent to year end, the facility was amended to extend the maturity date to 30 September 2027.
At 31 December 2025, the group also had a £5m revolving credit facility (“RCF”), of which £2m had been drawn. The outstanding RCF balance was fully repaid in February 2026 and the RCF agreement was subsequently terminated.
The directors have considered the group’s current and forecast performance, including forecast improvements in EBITDA and cash generation, and are satisfied that the group is expected to remain in compliance with its covenants.
Based on the above, the directors have a reasonable expectation that the group will continue to trade as a going concern for the foreseeable future and has adequate resources.
The group guarantees the continuing operations of thebigword Group Bidco Limited.
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.
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
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, including creditors, bank loans and loans from fellow group companies, 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.
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.
Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.
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.
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 income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
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.
The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.
The company makes estimates and assumptions concerning the future. The resulting accounting estimates may, by definition, differ to 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.
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.
Auditor's remuneration in respect of audit services (audit of the financial statements) amounting to £9,000 (2024: £8,000) 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.
The average monthly number of persons (excluding non-remunerated directors) employed by the company during the year was:
The directors' emoluments are paid through the fellow group undertakings WordSynk Limited and thebigword Inc. and are disclosed in the financial statements of the company's parent undertaking, thebigword Group Holdings Limited.
Bank loan interest payable is on a loan of £24.5m and includes transaction costs of £865,144, 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 £173,029 (2024: £170,000).
The actual credit 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:
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.
Registered office addresses (all UK unless otherwise indicated):
* investment held indirectly through subsidiary undertakings.
**These companies were dissolved on 7 July 2026.
Cash at bank and in hand totalling £83,000 (2024: £85,000) 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.
Amounts owed by group undertakings are unsecured, interest free and repayable on demand.
Amounts owed to group undertakings are unsecured, interest free and repayable on demand.
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 £865,144, 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. At 31 December 2025, the loan was due to mature on 3 August 2026 and was secured by fixed and floating charges over the assets of the Company. Subsequent to year end, the facility was amended to extend the maturity date to September 2027. £3,675,000 is due for repayment before 31 December 2026 and is included within amounts payable within one year.
A £2m Revolving Credit Facility loan drawdown was taken out in the prior year. This was a revolving facility with an establishment date of 30th January 2024. The interest rate was also 6.25%-7% plus SONIA. This loan was subsequently repaid on 4th February 2026.
Rights preferences and restrictions:
Each of the shares carry a voting right and equal rights to participate in any discretional dividends.
The share premium account includes the premium on issue of equity shares, net of any issue costs.
The profit and loss account represents cumulative profits or losses, net of dividends paid and other adjustments.
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 £26,770k (2024: £27,031k).
The directors do not regard there to be any ultimate controlling party due to the ownership structure of the group.