Company registration number 06754202 (England and Wales)
Twig Rights Limited
Annual report and financial statements
for the year ended 31 December 2023
Twig Rights Limited
Company information
Directors
J Grayer
A Klaber
Company number
06754202
Registered office
71-75 Shelton Street
Covent Garden
London
WC2H 9JQ
Auditor
Henderson Loggie LLP
The Vision Building
20 Greenmarket
Dundee
DD1 4QB
Twig Rights Limited
Contents
Page
Strategic report
1 - 2
Directors' report
3
Directors' responsibilities statement
4
Independent auditor's report
5 - 7
Statement of comprehensive income
8
Balance sheet
9
Statement of changes in equity
10
Notes to the financial statements
11 - 17
Twig Rights Limited
Strategic Report
for the year ended 31 December 2023
- 1 -

The directors present the strategic report for the year ended 31 December 2023.

Review of the business

Twig Rights Limited and Twig Education Limited (together "the Group") are a multi-media development studio specialising in creating global Education programs that primarily explore real world phenomena through student driven investigation and discovery, with a major focus on the US instructional market.

Our mission has been to improve global science literacy by giving all students the skills and knowledge they need to understand how their world works.

The Group currently provides high quality digital and print resources to more than 60 countries and in 20 different languages and comprises a collaboration of teachers, filmmakers, writers, researchers, designers, academics, and students, all working together to create exciting and effective student learning experiences.

Twig Science is the flagship product developed by the company and is a full science curriculum product for grades K-8, that is constructed around the new Next Generation Science Standards (NGSS) teaching framework that is sold globally, with particular success in the USA.

Following the acquisition of the company by Imagine Learning LLC in 2021, the Group has increased its development capabilities into other core subject areas to enhance its reputation as a best-in-class development studio.

The Group is strategically well placed to develop further innovative market leading products as part of an enlarged Imagine Learning LLC group that offers other K-12 Core products alongside a growing portfolio of additional innovative educational brands.

Principal risks and uncertainties

The principal risks and uncertainties affecting the Group include the following:

 

 

 

 

 

Twig Rights Limited
Strategic Report (continued)
for the year ended 31 December 2023
- 2 -
Development and performance

Key areas of strategic development and performance of the business include:

 

 

 

 

On behalf of the board

A Klaber
Director
27 August 2024
Twig Rights Limited
Directors' report
for the year ended 31 December 2023
- 3 -

The directors present their annual report and financial statements for the year ended 31 December 2023.

Principal activities

The company acts as a holding company with trading subsidiary, Twig Education Limited, the principal activity of which is the development and delivery of multimedia educational content and products for the global market worldwide.

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:

J Grayer
A Klaber
Strategic report

The company has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the company's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. Included in the strategic report is an indication of the principal risks and uncertainties including the risks associated with new products, projects and technology, competition, availability of free digital resources and human resources. Also included are the methods adopted to manage these risks where applicable.

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
A Klaber
Director
27 August 2024
Twig Rights Limited
Directors' responsibilities statement
for the year ended 31 December 2023
- 4 -

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:

 

 

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.

Twig Rights Limited
Independent auditor's report
to the members of Twig Rights Limited
- 5 -
Opinion

We have audited the financial statements of Twig Rights Limited (the 'company') for the year ended 31 December 2023 which comprise the statement of comprehensive income, the balance sheet, 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:

Basis for opinion

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.

Other information

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.

Twig Rights Limited
Independent auditor's report (continued)
to the members of Twig Rights 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:

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:

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.

Twig Rights Limited
Independent auditor's report (continued)
to the members of Twig Rights Limited
- 7 -

As part of our planning process:

The key procedures we undertook to detect irregularities including fraud during the course of the audit included:

Owing to the inherent limitations of an audit, there is an unavoidable risk that some material misstatements in the financial statements may not be detected, even though the audit is properly planned and performed in accordance with the ISAs (UK). For instance, the further removed non-compliance is from the events and transactions reflected in the financial statements, the less likely the auditor is to become aware of it or to recognise the non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. The primary responsibility for the prevention and detection of irregularities and fraud rests with the directors.

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.

Gavin Black (Senior Statutory Auditor)
For and on behalf of Henderson Loggie LLP
27 August 2024
Chartered Accountants
Statutory Auditor
The Vision Building
20 Greenmarket
Dundee
DD1 4QB
Twig Rights Limited
Statement of comprehensive income
for the year ended 31 December 2023
- 8 -
2023
2022
Notes
£
£
Administrative expenses
(229)
(80)
Operating loss
(229)
(80)
Interest receivable and similar income
4
11
4
Loss before taxation
(218)
(76)
Tax on loss
5
-
0
-
0
Loss for the financial year
(218)
(76)

The profit and loss account has been prepared on the basis that all operations are continuing operations.

Twig Rights Limited
Balance sheet
as at 31 December 2023
- 9 -
2023
2022
Notes
£
£
£
£
Investments
6
-
0
-
0
-
0
-
0
Current assets
Debtors
8
25,445,177
25,445,176
Cash at bank and in hand
3,319
3,538
Net current assets
25,448,496
25,448,714
Net assets
25,448,496
25,448,714
Capital and reserves
Called up share capital
9
2,272
2,272
Share premium account
10
28,268,109
28,268,109
Profit and loss reserves
11
(2,821,885)
(2,821,667)
Total equity
25,448,496
25,448,714
The financial statements were approved by the board of directors and authorised for issue on 27 August 2024 and are signed on its behalf by:
A Klaber
Director
Company Registration No. 06754202
Twig Rights Limited
Statement of changes in equity
for the year ended 31 December 2023
- 10 -
Share capital
Share premium account
Profit and loss reserves
Total
£
£
£
£
Balance at 1 January 2022
2,272
28,268,109
(2,821,591)
25,448,790
Year ended 31 December 2022:
Loss and total comprehensive income for the year
-
-
(76)
(76)
Balance at 31 December 2022
2,272
28,268,109
(2,821,667)
25,448,714
Year ended 31 December 2023:
Loss and total comprehensive income for the year
-
-
(218)
(218)
Balance at 31 December 2023
2,272
28,268,109
(2,821,885)
25,448,496
Twig Rights Limited
Notes to the financial statements
for the year ended 31 December 2023
- 11 -
1
Accounting policies
Company information

Twig Rights Limited is a private company limited by shares incorporated in England and Wales. The registered office is 71-75 Shelton Street, Covent Garden, London, WC2H 9JQ.

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 £.

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:

 

 

The financial statements of the company are consolidated in the financial statements of Twig Holdco UK Limited. These consolidated financial statements are available from its registered office.

The company has taken advantage of the exemption under section 400 of the Companies Act 2006 not to prepare consolidated financial statements. The financial statements present information about the company as an individual entity and not about its group.

 

Twig Rights Limited is a wholly owned subsidiary of Twig UK Holdco Limited and the results of Twig Rights Limited are included in the consolidated financial statements of Twig UK Holdco Limited which are available from its registered office.

Twig Rights Limited
Notes to the financial statements (continued)
for the year ended 31 December 2023
1
Accounting policies (continued)
- 12 -
1.2
Going concern

The financial statements have been prepared on a going concern basis. The directors have considered relevant information, including the annual budget, forecast future cash flows and the impact of subsequent events in making their assessment. The directors have performed an analysis of forecast future cash flows taking into account the potential impact on the business of the current economic climate, particularly in the US and the UK. This analysis also considers the effectiveness of available measures to assist in mitigating the impact.true

 

Following the restructuring of the Twig UK Holdco Limited group (which includes Twig Rights Limited), the group is heavily reliant on Imagine Learning LLC providing working capital funding as it can no longer rely on the positive cash generation from the trading activities of Twig Education Inc. The directors have received confirmation of continued financial support from Imagine Learning LLC covering a period of at least 12 months from the date of approval of these financial statements. The directors have also taken appropriate steps to ensure that the parent company has the financial resources to provide this support.

 

Based on the trading assessment and having regard to the financial resources available to the group, including the ongoing financial support of its parent company and ultimate shareholders, the directors have concluded that there is no material uncertainty and that they can continue to adopt the going concern basis in preparing the annual report and financial statements.

1.3
Fixed asset investments

Interests in subsidiaries, associates and jointly controlled entities 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 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.

1.5
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 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.

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.

Twig Rights Limited
Notes to the financial statements (continued)
for the year ended 31 December 2023
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.

Derecognition of financial assets

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.

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.

Derecognition of financial liabilities

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

1.6
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.

Twig Rights Limited
Notes to the financial statements (continued)
for the year ended 31 December 2023
1
Accounting policies (continued)
- 14 -
1.7
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

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.

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.

Carrying value of intercompany debtor balances

Debts due from subsidiary undertakings are assessed at each reporting date for any indication of impairment. If any indication exists, the entity determines the recoverable amount of the debtor. In such cases, the recoverable amount is based on forecasted results which involves the use of significant estimates and assumptions including turnover, margin and growth rates as well as future economic and market conditions.

3
Employees

The average monthly number of persons (including directors) employed by the company during the year was:

2023
2022
Number
Number
Total
-
0
-
0
4
Interest receivable and similar income
2023
2022
£
£
Interest income
Interest on bank deposits
11
4
Twig Rights Limited
Notes to the financial statements (continued)
for the year ended 31 December 2023
- 15 -
5
Taxation

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:

2023
2022
£
£
Loss before taxation
(218)
(76)
Expected tax credit based on the standard rate of corporation tax in the UK of 25% (2022: 19%)
(55)
(14)
Tax effect of utilisation of tax losses not previously recognised
(3)
-
0
Unutilised tax losses carried forward
58
14
Taxation charge for the year
-
-

On 3 March 2021, the UK Budget 2021 announcements included measures to support economic recovery as a result of the COVID-19 pandemic. These included an increase to the UK’s main corporation tax rate to 25%, which became effective from 1 April 2023. The 25% rate was granted Royal Assent on 10 June 2021 and so was enacted at the balance sheet date. As a result, the corporation tax rate for the year has been taken as 25%.

6
Fixed asset investments
2023
2022
£
£
Investments in subsidiaries
7
-
0
-
0
Twig Rights Limited
Notes to the financial statements (continued)
for the year ended 31 December 2023
- 16 -
7
Subsidiaries

Details of the company's subsidiaries at 31 December 2023 are as follows:

Name of undertaking
Registered office
Nature of business
Class of shares held
% Held
Twig Education Limited
England
Development and delivery of multi media curriculum content and products
Ordinary
100
8
Debtors
2023
2022
Amounts falling due within one year:
£
£
Amounts owed by group undertakings
25,445,177
25,445,176

There are no fixed repayment terms for amounts owed by group undertakings and no interest applies. Although the intercompany debt naturally defaults to be presented as payable within one year, it is not expected that this debt will be called for payment within the next 12 months.

9
Share capital
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of 1p each
9,565
9,565
96
96
A Ordinary shares of 1p each
216,606
216,606
2,166
2,166
E Ordinary shares of 1p each
1,000
1,000
10
10
227,171
227,171
2,272
2,272

Each ordinary and 'A' ordinary share is entitled to one vote in any circumstance and are equally entitled to dividend or other distributions.

 

Each ‘A’ ordinary share has preferential rights in a return of capital where the first amount equal to the subscription price of each A ordinary share is paid to the A ordinary shares and a second amount equal to the subscription price of each ordinary share is paid is paid to the ordinary share and thereafter proceeds ae paid pari passu between the ordinary shares and the A ordinary shares after allowing for a fixed percentage allocation to E ordinary shares.

 

'E' ordinary shares shall not be entitled to receive dividends or distributions and shall not carry any voting rights. Holders shall not be entitled to receive information from the company or receive notice of, or attend, any general meetings of the company. Returns on capital are allocated to 'A' and ordinary shares based on subscription price prior to any allocation due to 'E' ordinary holders.

10
Share premium account

The share premium account includes any premiums received on issue of share capital. Any transaction costs associated with the issuing of shares are deducted from share premium.

Twig Rights Limited
Notes to the financial statements (continued)
for the year ended 31 December 2023
- 17 -
11
Profit and loss reserves

Profit and loss reserves include all current and prior period retained profits and losses.

12
Ultimate controlling party

The company is wholly owned by Twig UK Holdco Limited, a company incorporated in England.

 

The ultimate controlling party is Imagine Learning LLC, incorporated in the United States of America.

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