Company registration number 08597751 (England and Wales)
MESSAGE HOUSE LTD
FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
PAGES FOR FILING WITH REGISTRAR
MESSAGE HOUSE LTD
CONTENTS
Page
Balance sheet
1
Notes to the financial statements
2 - 9
MESSAGE HOUSE LTD
BALANCE SHEET
AS AT
31 DECEMBER 2025
31 December 2025
- 1 -
31 December 2025
31 July 2024
as restated
Notes
£
£
£
£
Fixed assets
Tangible assets
4
20,854
901,905
Current assets
Debtors
5
1,571,297
464,865
Cash at bank and in hand
1,558,836
1,801,632
3,130,133
2,266,497
Creditors: amounts falling due within one year
6
(945,332)
(149,714)
Net current assets
2,184,801
2,116,783
Net assets
2,205,655
3,018,688
Capital and reserves
Called up share capital
100
100
Profit and loss reserves
2,205,555
3,018,588
Total equity
2,205,655
3,018,688
These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true
The financial statements were approved by the board of directors and authorised for issue on 5 October 2026 and are signed on its behalf by:
B Seto
Director
Company registration number 08597751 (England and Wales)
MESSAGE HOUSE LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
- 2 -
1
Accounting policies
Company information
Message House Ltd is a private company limited by shares incorporated in England and Wales. The registered office is 3 Churchgates The Wilderness, Berkhamsted, HP4 2UB.
1.1
Reporting period
The financial statements presented reflect the financial position and performance of Message House Ltd for a period of 17 months. This is due to the company aligning its fiscal year‑end with that of its affiliates, resulting in a reporting period of more than one year. Consequently, the financial data covers the period from 01 August 2024 to 31 December 2025. Comparative figures relate to the previous 12‑month period and are therefore not directly comparable.
1.2
Basis of preparation
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 amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
1.3
Going concern
Atruet the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
1.4
Revenue
Revenue comprises sales of services provided to customers net of value added tax and other sales taxes, less an appropriate deduction for actual and expected returns and discounts. Revenue is recognised when performance obligations are satisfied and the control of services is transferred to the buyer. Where the performance obligation is satisfied over time, revenue is recognised in accordance with its progress towards complete satisfaction of that performance obligation.
When cash inflows are deferred and represent a financing arrangement, the promised consideration is adjusted for the effects of the time value of money, which is recognised as interest income.
The nature, timing of satisfaction of performance obligations and significant payment terms of the company's major sources of revenue are as follows:
Revenue from contracts for the provision of professional services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that are recoverable.
1.5
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.
MESSAGE HOUSE LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 3 -
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:
Freehold buildings
2% Straight Line
Plant and equipment
25% Straight Line
Fixtures and fittings
25% Straight Line
Computers
33% Straight Line
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.
1.6
Impairment of fixed assets
At each reporting period end date, the company reviews the carrying amounts of its tangible 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 cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
1.7
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
1.8
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.
MESSAGE HOUSE LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 4 -
Basic financial assets
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
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.
1.9
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
1.10
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.
MESSAGE HOUSE LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 5 -
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset 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.
1.11
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
1.12
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.13
Leases
As lessee
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.
2
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.
MESSAGE HOUSE LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
2
Judgements and key sources of estimation uncertainty
(Continued)
- 6 -
Key sources of estimation uncertainty
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.
Accrued Income
Accrued income represents consultancy fees earned for services provided up to the reporting date but not yet invoiced. In determining accrued income, management applies judgement in assessing the stage of completion of consultancy engagements, based on time incurred, project milestones achieved, and agreed fee structures. Estimates are made regarding the value of work performed, contractual billing rates, and the likelihood that the income will be recoverable from clients.
Deferred Income
Deferred income comprises amounts invoiced or received in advance of consultancy services being delivered. Management exercises judgement in determining the appropriate period over which such income should be recognised, taking into account contractual terms, the nature of the consultancy services provided, and the expected timing of project delivery. Income is recognised as services are performed in accordance with the underlying consultancy agreements.
3
Employees
The average monthly number of persons (including directors) employed by the company during the period was:
2025
2024
Number
Number
Total
19
16
4
Tangible fixed assets
Freehold buildings
Plant and equipment
Fixtures and fittings
Computers
Total
£
£
£
£
£
Cost
At 1 August 2024
979,319
6,612
4,417
712
991,060
Additions
21,450
21,450
Disposals
(979,319)
(6,612)
(4,417)
(712)
(991,060)
At 31 December 2025
21,450
21,450
Depreciation and impairment
At 1 August 2024
78,345
6,612
3,486
712
89,155
Depreciation charged in the period
3,264
931
596
4,791
Eliminated in respect of disposals
(81,609)
(6,612)
(4,417)
(712)
(93,350)
At 31 December 2025
596
596
MESSAGE HOUSE LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
4
Tangible fixed assets
Freehold buildings
Plant and equipment
Fixtures and fittings
Computers
Total
£
£
£
£
£
(Continued)
- 7 -
Carrying amount
At 31 December 2025
20,854
20,854
At 31 July 2024
900,974
931
901,905
5
Debtors
2025
2024
Amounts falling due within one year:
£
£
Trade debtors
1,142,950
457,922
Other debtors
428,347
6,943
1,571,297
464,865
6
Creditors: amounts falling due within one year
2025
2024
£
£
Amounts owed to group undertakings
5,774
Corporation tax
126,365
124,560
Other taxation and social security
23,757
Other creditors
789,436
25,154
945,332
149,714
7
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 is unqualified and includes the following:
Opinion
In our opinion the financial statements:
give a true and fair view of the state of the company's affairs as at 31 December 2025 and of its profit for the period 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.
Senior Statutory Auditor:
Alison Richardson
Statutory Auditor:
Richardsons
Date of audit report:
5 October 2026
MESSAGE HOUSE LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
- 8 -
8
Parent company
The company is included in the consolidated financial statements of BSP-BPI Holdings LLC registered in the USA whose registered office is 251 Little Falls Drive, Wilmington, Delaware, 19808.
9
Charges
During the year, the Company granted security in connection with certain group financing arrangements. The security comprises a fixed charge over the Company’s intellectual property and related rights and a floating charge over all of the Company’s property and undertaking, together with a negative pledge. The Company is not a borrower under the arrangements and has no liability in respect of the secured obligations as at the balance‑sheet date. Accordingly, no liability has been recognised in the Company’s balance sheet in relation to these charges.
MESSAGE HOUSE LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
- 9 -
10
Prior period adjustment
Reconciliation of changes in equity
1 August
31 July
2023
2024
£
£
Adjustments to prior period
Depreciation Charge
-
(19,586)
Equity as previously reported
-
3,038,274
Equity as adjusted
-
3,018,688
Analysis of the effect upon equity
Profit and loss reserves
-
(19,586)
Reconciliation of changes in profit for the previous financial period
2024
£
Adjustments to prior period
Depreciation Charge
(19,586)
Profit as previously reported
371,396
Profit as adjusted
351,810
Notes to reconciliation
During the period, the company reviewed the classification of certain items previously included within inventories. It was determined that these items were held for long‑term use in the business and should have been recognised and depreciated as tangible fixed assets. The comparative figures have been restated to reflect this reclassification.
The effect of this adjustment is an increase in tangible fixed assets of £900,974 and a £920,560 decrease in inventories. There is a decrease in the profit for the prior year of £19,586, which is the depreciation which should have been charged last year.