| REGISTERED NUMBER: |
| FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 |
| FOR |
| BLUE DUCK EDUCATION LTD |
| TRADING AS |
| MANGAHIGH |
| REGISTERED NUMBER: |
| FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 |
| FOR |
| BLUE DUCK EDUCATION LTD |
| TRADING AS |
| MANGAHIGH |
| BLUE DUCK EDUCATION LTD (REGISTERED NUMBER: 06626639) |
| TRADING AS MANGAHIGH |
| CONTENTS OF THE FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| Page |
| Company Information | 1 |
| Statement of Financial Position | 2 |
| Notes to the Financial Statements | 3 |
| BLUE DUCK EDUCATION LTD |
| TRADING AS MANGAHIGH |
| COMPANY INFORMATION |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| DIRECTORS: |
| SECRETARY: |
| REGISTERED OFFICE: |
| REGISTERED NUMBER: |
| AUDITORS: |
| Manufactory House |
| Bell Lane |
| Hertford |
| Hertfordshire |
| SG14 1BP |
| BLUE DUCK EDUCATION LTD (REGISTERED NUMBER: 06626639) |
| TRADING AS MANGAHIGH |
| STATEMENT OF FINANCIAL POSITION |
| 31 DECEMBER 2024 |
| 31.12.24 | 31.12.23 |
| Notes | £ | £ | £ | £ |
| FIXED ASSETS |
| Tangible assets | 4 |
| Investments | 5 |
| CURRENT ASSETS |
| Debtors | 6 |
| Cash at bank |
| CREDITORS |
| Amounts falling due within one year | 7 |
| NET CURRENT LIABILITIES | ( |
) | ( |
) |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
( |
) |
( |
) |
| CREDITORS |
| Amounts falling due after more than one year |
8 |
| NET LIABILITIES | ( |
) | ( |
) |
| CAPITAL AND RESERVES |
| Called up share capital | 9 |
| Share premium |
| Capital redemption reserve |
| Retained earnings | ( |
) | ( |
) |
| SHAREHOLDERS' FUNDS | ( |
) | ( |
) |
| In accordance with Section 444 of the Companies Act 2006, the Statement of Comprehensive Income has not been delivered. |
| The financial statements were approved by the Board of Directors and authorised for issue on |
| BLUE DUCK EDUCATION LTD (REGISTERED NUMBER: 06626639) |
| TRADING AS MANGAHIGH |
| NOTES TO THE FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 1. | STATUTORY INFORMATION |
| Blue Duck Education Ltd is a private company, limited by shares, incorporated and registered in England and Wales. The Company's registered number and registered office address can be found on the Company Information page. |
| The presentation currency of the financial statements is the Pounds Sterling (£). |
| Amounts are rounded to the nearest £. |
| 2. | ACCOUNTING POLICIES |
| Basis of preparing the financial statements |
| The financial statements are prepared on a going concern basis as detailed further within this note. |
| Set out below is a summary of the principal accounting policies, all of which have been applied consistently (except as otherwise stated). |
| Preparation of consolidated financial statements |
| The financial statements contain information about Blue Duck Education Ltd as an individual Company and do not contain consolidated financial information as the parent of a group. The Company is exempt under Section 399(2A) of the Companies Act 2006 from the requirements to prepare consolidated financial statements. |
| Significant judgements and estimates |
| In applying the Company's accounting policies, the directors are required to make judgements, estimates and assumptions in determining the carrying amounts of assets and liabilities. The director's judgements, estimated and assumptions are based on the best and most reliable evidence available at the time when the decisions are made, and are based on historical experience and other factors that are considered to be applicable. Due to the inherent subjectivity involved in making such judgements, estimates and assumptions, the actual results and outcomes may differ. |
| Critical judgements in applying the company’s accounting policies |
| The critical judgement that the directors have made in the process of applying the Company's accounting policies that have the most significant effect on the amounts recognised in the statutory financial statements are discussed below: |
| (i) Assessing indicators and impairment |
| In assessing whether there have been any indicators or impairment of assets, the directors have considered both external and internal sources of information such as market conditions, counterparty credit ratings and experience or recoverability. There have been no indicators or impairments identified during the current financial year. |
| BLUE DUCK EDUCATION LTD (REGISTERED NUMBER: 06626639) |
| TRADING AS MANGAHIGH |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 2. | ACCOUNTING POLICIES - continued |
| Key sources of estimation uncertainty |
| The key assumptions concerning the future, and other key sources of estimation uncertainty that have a significant risk of causing material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below. |
| (ii) Revenue recognition in respect of services |
| The Company uses the percentage of completion method to recognise project revenue for fixed-priced contracts. This method requires the directors to estimate the level of services performed at each reporting date as a proportion of the total services to be performed to complete the contract. Variations to estimates could result in the over or under recognition of revenue. |
| (iii) Recoverability of receivables |
| The Company establishes a provision for receivables that are estimated not to be recoverable. When assessing recoverability, the directors consider factors such as the ageing of the receivables, past experience and recoverability, and the credit profile of individual or groups of customers. |
| Turnover |
| Turnover represents the value of services provided by the Company in the financial year which have been completed and accepted by customers under the terms of their contracts with the Company. In assessing the values attributable to service contracts in progress at the Statement of Financial Position date, turnover is recognised according to the stage of completion of the contract and to the extent to which the right to consideration has been obtained through performance. Revenue is recognised on a daily basis on commencement of the subscription period in accordance with the contract. |
| Deferred commissions |
| The Company capitalises commission costs that consist of payments made to the Company's personnel which are incremental and directly related to the acquisition of customer contracts. Commission costs are accrued and capitalised upon execution of the sales contract by the customer. Payments to sales personnel are made shortly after the end of each quarter for the sales executed in the prior quarter. Commissions payments are made at agreed rates and only become payable when monies are received. Deferred commissions are amortised over the term of the related non-cancellable customer contract. These are disclosed in other debtors at the year end. |
| Grants |
| Grants are accounted under the accruals model as permitted by FRS 102. The deferred element of grants is included in creditors as deferred income. Grants of a revenue nature are recognised in other operating income within the Statement of Comprehensive Income in the same period as the related expenditure. |
| Tangible fixed assets |
| Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life. |
| Leasehold improvements | - | in accordance with the property |
| Office equipment | - | 33% on cost |
| Computer equipment | - | 50% on cost |
| BLUE DUCK EDUCATION LTD (REGISTERED NUMBER: 06626639) |
| TRADING AS MANGAHIGH |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 2. | ACCOUNTING POLICIES - continued |
| Impairment of assets |
| At each reporting date the Company reviews the carrying value of its assets to determine whether there is any indication that these 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. |
| The recoverable amount of an asset is the higher of fair value less costs to sell and value in use. Value in use is the present value of the future cash flows expected to be derived from the asset, or cash generating unit. The present value calculation involves estimating the future cash inflows and outflows to be derived from continuing use of the asset, and from its ultimate disposal, applying an appropriate discount rate to those future cash flows. |
| Where the recoverable amount of an asset is less than the carrying amount, an impairment loss is recognised immediately in profit or loss. An impairment loss recognised for all assets is reversed in a subsequent period if, and only if, the reasons for the impairment loss have ceased to apply. Impairment losses are charged to profit or loss in administration expenses. |
| Investments in subsidiaries |
| Investments in subsidiary undertakings are recognised at cost. |
| Financial instruments |
| Financial assets and liabilities are recognised when the Company becomes party to the contractual provisions of the financial instrument. The Company holds financial instruments which comprise cash and cash equivalents, trade and other receivables, equity investments, trade and other payables, loans and borrowings. The Company has chosen to apply the provisions of Section 11 Basic Financial Instruments. |
| Financial assets / liabilities - classified as basic financial instruments |
| (i) Cash and cash equivalents |
| This includes cash in hand, deposits held with banks, and other short-term highly liquid investments with original maturities of three months or less. |
| (ii) Trade and other receivables |
| Trade and other receivables are initially recognised at the transaction price, including any transaction costs, and subsequently measured at amortised cost including the effective interest method, less any provision for impairment. Amounts that are receivable within one year are measured at the undiscounted amount of the cash expected to be received, net of any impairment. |
| At the end of each reporting period, the Company assesses whether there is objective evidence that a receivable amount may be impaired. A provision for impairment is established when there is objective evidence that the Company will not be able to collect all amounts due according to the original terms of the receivables. The amount of the provision is the difference between the asset's carrying amount and the present value of the estimated future cash flows, discounted at the effective interest rate. The amount of the provision is recognised immediately in profit or loss. |
| (iii) Equity investments |
| Equity investments comprise ordinary share capital. Any other equity investments held are initially recognised at fair value, which is the transaction price excluding transaction costs and are subsequently measured at fair value through profit or loss. |
| (iv) Trade and other payables and loans and borrowings |
| Trade and other payables and loans and borrowings are initially measured at the transaction price, including any transaction price, including any transaction costs, and subsequently measured at amortised cost using the effective interest method. |
| BLUE DUCK EDUCATION LTD (REGISTERED NUMBER: 06626639) |
| TRADING AS MANGAHIGH |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 2. | ACCOUNTING POLICIES - continued |
| Equity |
| Equity instruments are classified in accordance with the substance of contractual agreement. An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all of its liabilities. |
| Equity instruments issued by the Company are recorded at the fair value of the cash or other resources received or receivable net of direct costs of issuing the equity instruments. |
| Provisions |
| Provisions are recognised when there is a present obligation (legal or constructive) as a result of a past event, it is probable that the obligation will be required to be settled, and a reliable estimate can be made of the amount of the obligation. The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting date, taking into account the risks and uncertainties surrounding the obligation. Provisions are discounted when the time value of money is material. |
| Research and development |
| Expenditure in connection with research and development activities is charged in the period in which it is incurred. |
| Foreign currencies |
| Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the Statement of Position date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result. |
| Pension costs and other post-retirement benefits |
| The Company operates a defined contribution pension scheme. Contributions payable to the Company's pension scheme are charged to profit or loss in the period to which they relate. |
| Going concern |
| The Company incurred a loss before taxation of £355,957 for the year ended 31 December 2024 and has been loss making since incorporation, culminating in its balance sheet position having net liabilities of £12,016,915 at that date. Market conditions for 'EdTech' has been tough due to a global downturn, higher inflation and constraints on school budgets. The Company's customer base has largely been loyal, projects to improve the user experience have progressed and new content added. An efficiency drive has reduced costs and the company is expected to be profitable in 2025. |
| Nonetheless, in order to meet day to day working capital requirements, the Company has required, and continues to require utilisation of a loan facility from the parent company which has made available to the Company, with a current limit of up to 11,875,000 EUR, to be drawn down in tranches of up to 1,000,000 EUR at any one time, as agreed by the parent and Company. Interest is chargeable on the loan balance at a rate of 2% above the 6 month Euribor lending rate. As at the balance sheet date the loan was repayable on demand but not to the detriment of the Company's ability to continue its operations. As at the Statement of Financial Position date 11,825,000 EUR had been drawn down from the loan facility. |
| The directors have received assurances from the ultimate parent company, on behalf of the parent company, that this facility will not be recalled to the detriment of the Company being able to carry on its business operations as a going concern. Furthermore, the ultimate parent company have provided assurances of their on-going commitment to provide adequate funding for at least 12 months from the date of approval of these financial statements. |
| BLUE DUCK EDUCATION LTD (REGISTERED NUMBER: 06626639) |
| TRADING AS MANGAHIGH |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 2. | ACCOUNTING POLICIES - continued |
| The current economic conditions present increased risks for all businesses. In response to such conditions, the directors have carefully considered these risks including an assessment on uncertainty on future trading projection for a period of at least 12 months from the date of signing the financial statements, and the extent to which they might affect the preparation of the financial statements on a going concern basis. In addition, the Company's assets are assessed for recoverability on a regular basis, and the directors consider that the Company is not exposed to losses on these assets which would affect their decision to adopt the going concern basis. |
| Based on the assessments and assurances above, the directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future and consider appropriate to adopt the going concern basis of accounting in preparing these financial statements. However, should the aforementioned financial support be discontinued the going concern basis may not be valid given the Company may be unable to realise its assets and discharge its liabilities in the normal course of business and adjustments would have to be made to reduce the value of assets to their recoverable amount and to provide for further liabilities that may arise. The directors have therefore concluded that the combination of these circumstances represents a material uncertainty that casts significant doubt upon the Company's ability to continue as a going concern but nevertheless have prepared the accounts on a going concern basis in light of the written confirmation received regarding the parent company's and ultimate parent company's intentions to continue to meet the Company's funding requirements. The financial statements do not include the adjustments that would result if the Company were unable to continue as a going concern. |
| 3. | EMPLOYEES AND DIRECTORS |
| The average number of employees during the year was |
| 4. | TANGIBLE FIXED ASSETS |
| Computer |
| equipment |
| £ |
| COST |
| At 1 January 2024 |
| and 31 December 2024 |
| DEPRECIATION |
| At 1 January 2024 |
| Charge for year |
| At 31 December 2024 |
| NET BOOK VALUE |
| At 31 December 2024 |
| At 31 December 2023 |
| BLUE DUCK EDUCATION LTD (REGISTERED NUMBER: 06626639) |
| TRADING AS MANGAHIGH |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 5. | FIXED ASSET INVESTMENTS |
| Other |
| investments |
| £ |
| COST |
| At 1 January 2024 |
| and 31 December 2024 |
| NET BOOK VALUE |
| At 31 December 2024 |
| At 31 December 2023 |
| The company owns 100% of the ordinary shares in its Brazilian Subsidiary Blue Duck Educacao do Brasil LTDA. The directors have considered the requirements of FRS 102 (Section 1A) and have decided to continue to state the value of the company's investment at cost of £175 (2023 - £175). The subsidiary remits all available after tax profits on a regular basis to its UK Parent by way of dividend. |
| 6. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| 31.12.24 | 31.12.23 |
| £ | £ |
| Trade debtors |
| Other debtors |
| VAT |
| Prepayments |
| 7. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| 31.12.24 | 31.12.23 |
| £ | £ |
| Bank loans and overdrafts |
| Trade creditors |
| Amounts owed to group undertakings |
| Social security and other taxes |
| Other creditors |
| Accruals and deferred income |
| 8. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
| 31.12.24 | 31.12.23 |
| £ | £ |
| Accruals and deferred income |
| 9. | CALLED UP SHARE CAPITAL |
| Allotted, issued and fully paid: |
| Number: | Class: | Nominal | 31.12.24 | 31.12.23 |
| value: | £ | £ |
| Ordinary | £0.00 | 1 | 89 | 89 |
| BLUE DUCK EDUCATION LTD (REGISTERED NUMBER: 06626639) |
| TRADING AS MANGAHIGH |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 10. | DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006 |
| The Auditors' Report was unqualified. |
| for and on behalf of |
| 11. | RELATED PARTY DISCLOSURES |
| During the year the Company received dividends totalling £37,650 (2023 - £92,092) from its Brazilian subsidiary. |
| Included in creditors due within than one year is a trade creditor balance of £66,334 (2023 - £56,443) to Westermann GmbH & Co. KG, the Company's parent company. During the year Westermann GmbH & Co. KG charged the Company management fees totalling £11,721 (2023: £16,561). |
| Included in creditors due in less than one year is a loan balance of £11,658,431 (2023: £11,143,590) to Westermann GmbH & Co. KG. At the balance sheet date the loan was repayable by 30 April 2026. The parent company has confirmed that they do not currently intend to recall or demand any repayment of amounts due to them, except that insofar as the funds of the Company enable it to carry on its business operations as a going concern, and that this commitment extends to a period of at least 12 months from the date of approval of these financial statements.. During the year interest of £633,867 (2023: £579,483) was charged on the loan balance at a rate of 2% above the 6 month Euribor lending rate. |
| 12. | POST BALANCE SHEET EVENTS |
| Included in creditors due in less than one year is a loan balance of £11,658,431 to Westermann GmbH & Co. KG. At the balance sheet date this loan was repayable on 30 April 2025. After the year end the loan agreement was amended and the loan repayment date extended to 30 April 2026. |
| 13. | ULTIMATE CONTROLLING PARTY |
| The ultimate controlling party is |
| The immediate parent company is Westermann GmbH & Co. KG, a company registered in Germany. |
| The ultimate parent company is Medien Union, a company registered in Germany, Medien Union prepares group accounts and copies can be obtained from Amtsstrasse 5-11 Ludwigshafen, D-67059, Germany. |