The Directors present the strategic report for the period ended 30 April 2024.
The Company acts as an intermediate holding company for certain entities in the Wild Peak Holdings Group. The directors expect the principal activities of the Company to remain the same for the foreseeable future.
During the period the Company acquired Twinkl Limited (and other associated companies) funded by an intra-group loan from the Company’s immediate parent, Star Pupil Topco Limited.
The directors consider the results for the year and the future prospects of the Company to be satisfactory.
Results for the year
Operating loss was £523,359 and the loss before taxation was £47,847,911. The loss for the financial year was transferred to reserves. Net liabilities at 30 April 2024 were £41,340,592.
As the Company only acts as a holding company, its risks are derived from its subsidiary companies, as described below.
Changes in consumer demands or the way in which teachers use third-party providers of educational or teaching content. Twinkl actively engages with educators, invests in market research and adapts its product and service offering to align with emerging needs and trends;
ability to attract new customers and retain existing customers. Twinkl’s proposition remains strong and highly relevant through a diverse and growing content library and continuous investment in digital resources, user experience and engagement and content delivery;
change in competitive behaviour and the threat of new entrants including AI powered tools. Twinkl operates with an agile business model and proposition, creating in-demand resources and technology for its customers. Twinkl holds a strong and established market position, enabling it to mitigate the potential impact of new competitors entering the market; and
the risk of catastrophic IT and website failure, which would halt or slow down new content production or delivery or prohibit customers from accessing the website or making payment. Twinkl manages this risk through on-going investment into IT infrastructure, security and personnel and deploying robust back-up procedures.
This statement is made in accordance with section 414CZA Companies Act 2006 (as amended).
In accordance with their duties under section 172(1) Companies Act 2006, the Company's directors have collectively, and individually, acted in a way that they consider, in good faith, promotes the success of the Company for the benefit of its members as a whole.
In line with the duty to promote the success of the Company for the benefit of its shareholders, the Company must have regard to the overall strategy and direction of the wider Group. Any decisions are considered from the perspective of the Company, ensuring that decisions are beneficial to its stakeholders as well as having regard to the long-term sustainable success of the Group as a whole.
Engaging with stakeholders
Our key stakeholders, and the ways in which we engage with them, are as follows:
Our team - Most of the Group’s employees are employed by the Company’s direct and indirect trading subsidiaries. As a Group we believe our long-term success is predicated on the commitment and contribution of our team. We promote a culture of collaboration and engage with our team through newsletters, ‘all-hands’ meetings, leadership updates and team surveys.
We provide training and support to our team, to ensure they have the necessary skills to perform their roles effectively. We promote flexible working practices, including remote and hybrid working, and we also aim to be a responsible employer in our approach to the pay and benefits our team receive.
Our customers and suppliers - Most of the Group’s customers and suppliers are those of the Company’s direct and indirect trading subsidiaries. As a Group we invest heavily in resources and processes to offer customers the best quality service with the minimum turnaround time.
We work with a range of suppliers and recognise the importance of these to our operational performance and ability to achieve our long-term goals. We are committed to working with suppliers who share our values and we seek to maintain strong and mutually beneficial relationships with them.
Our community - Everything we do as a Group supports the global teaching community and we are committed to transforming people's lives through education. All Twinkl resources are teacher-made and can be used by anyone, anywhere, making learning accessible to all.
Our planet - The Group’s main trading subsidiary, Twinkl Ltd, recycles all its office paper and toners, uses only Forest Stewardship Council® certified paper for printing, and office power is wholly supplied from renewable sources.
On behalf of the board
The directors present their annual report and financial statements for the period ended 30 April 2024.
The results for the period 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 period and up to the date of signature of the financial statements were as follows:
The auditor, BHP LLP, has been appointed under section 485 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 Star Pupil Bidco Limited (the 'company') for the period ended 30 April 2024 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).
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 period 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.
Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:
the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;
we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company; and
identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.
We assessed the susceptibility of the company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by;
making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud.
To address the risks of fraud through management bias and override controls, we:
performed analytical procedures to identify any unusual or unexpected relationships;
assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and
investigated the rationale behind significant or unusual transactions.
In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:
agreeing financial statement disclosures to underlying supporting documentation;
enquiring of management as to actual and potential litigation and claims.
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.
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.
The profit and loss account has been prepared on the basis that all operations are continuing operations.
Star Pupil Bidco Limited is a private company limited by shares incorporated in England and Wales. The registered office is Building B Hallamshire Business Park, Napier Street, Sheffield, United Kingdom, S11 8HA.
The company was incorporated on 1 February 2023, with its first accounts prepared to 30 April 2024. This is a long period to bring the year end in line with the rest of the group.
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 £.
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;
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 Wild Peak Holdings Limited. These consolidated financial statements are available from its registered office, Wards Exchange, Ecclesall Road, Sheffield, England, S11 8HW.
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.
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 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.
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.
Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.
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.
Where the Group has entered into arrangements that are equity-settled share-based payments with certain employees, these are measured at fair value at the date of grant, which is then recognised in the profit and loss account over the expected time to vest, based on the Group's best estimate. Fair value is measured by use of an appropriate model. The charge is adjusted at each balance sheet date to reflect the actual number of shares expected to vest based on non-market performance conditions such as service and employment service conditions where appropriate. The movement in cumulative charges since the previous balance sheet is recognised in the profit and loss account, with a corresponding entry in equity.
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 key estimate within the financial statements is the valuation of the fixed asset investments. Performance in the underlying investment is assessed to determine if any impairment is required.
The average monthly number of persons (including directors) employed by the company during the period was:
Their aggregate remuneration comprised:
The actual charge for the period can be reconciled to the expected credit for the period based on the profit or loss and the standard rate of tax as follows:
Details of the company's subsidiaries at 30 April 2024 are as follows:
Included within amounts owed to group undertakings is £499,802,198 of fixed rate loan notes owned by Star Pupil Topco Limited. £490,790,847 of these accrue interest at 8%. At year end there was £47,371,478 accrued interest included within this balance.
The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.
On 21 February 2023 the parent company, Star Pupil Topco Limited, issued 969,000 C ordinary shares to certain employees. These shares are treated as equity-settled share based payments. The Monte Carlo option pricing model has been used to determine the fair value at grant date, in conjunction with a third party valuation specialist.
An expense has been recognised within the Star Pupil Bidco Limited company financial statements. During the period this expense was £518,669
There was a second issue of 206,310 C ordinary shares post year end. No share based payment has been recognised in respect to this.
Inputs for the 21 February 2023 issue were as follows:
All shares were issued in the period.