Company registration number 06719651 (England and Wales)
Twig Education Limited
Annual report and financial statements
for the year ended 31 December 2025
Twig Education Limited
Company information
Directors
J Grayer
A Klaber
Company number
06719651
Registered office
71-75 Shelton Street
Covent Garden
London
WC2H 9JQ
Auditor
Henderson Loggie LLP
The Vision Building
20 Greenmarket
Dundee
DD1 4QB
Twig Education 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 - 24
Twig Education Limited
Strategic report
for the year ended 31 December 2025
- 1 -
The directors present the strategic report for the year ended 31 December 2025.
Review of the business
Twig Education Limited is 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.
Twig Education currently provides high quality digital and print resources 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 company has increased its development capabilities into other core subject areas to enhance its reputation as a best-in-class development studio.
On 27 November 2024, parent Company, Twig UK Holdco Limited, entered into a purchase agreement to acquire all the issued and outstanding stock in Ripple Education Limited (dba Pango). Pango is an artificial intelligence platform that ingests education content and generates customized learning assets.
The company 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 company include the following:
Competitive risk - the company operates in a highly competitive market against well-established large publishers. Product innovations, technical advances by competitors or higher financial sales & marketing spend could adversely affect the company.
Availability of free digital resources - although the company's educational resources are considered best-in-class by many educators and students - there is a plethora of free resources that provide alternatives to purchasing the company's products.
Human Resources - The company's staff resources are vital to its continued creative and operational success and are based in several distinct locations. Attracting and retaining key creative, technical, operational, and commercial talent is critical and a relevant and attractive reward package form a fundamental strand of the company's HR strategy.
Group support - the company is reliant on the resources of its parent company, Imagine Learning LLC to fund future product development.
Twig Education Limited
Strategic report (continued)
for the year ended 31 December 2025
- 2 -
Development and performance
Key areas of strategic development and performance of the business include:
Key performance indicators
Key financial performance indicators include the monitoring of (i) product trials and pilots, and new sales pipelines, (ii) operational execution and optimising margins, and (iii) strategic product development investment.
A Klaber
Director
21 August 2026
Twig Education Limited
Directors' report
for the year ended 31 December 2025
- 3 -
The directors present their annual report and financial statements for the year ended 31 December 2025.
Principal activities
The principal activity of the company is that of developing and delivering award winning multi media education resources.
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
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.
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.
Strategic report
Included within 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.
On behalf of the board
A Klaber
Director
21 August 2026
Twig Education Limited
Directors' responsibilities statement
for the year ended 31 December 2025
- 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:
select suitable accounting policies and then apply them consistently;
make judgements and accounting estimates that are reasonable and prudent; 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.
Twig Education Limited
Independent auditor's report
to the members of Twig Education Limited
- 5 -
Opinion
We have audited the financial statements of Twig Education Limited (the 'company') for the year ended 31 December 2025 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:
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 year 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.
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.
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 Education Limited
Independent auditor's report
to the members of Twig Education Limited (continued)
- 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:
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.
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:
adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.
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 Education Limited
Independent auditor's report
to the members of Twig Education Limited (continued)
- 7 -
As part of our planning process:
We enquired of management the systems and controls the company has in place, the areas of the financial statements that are mostly susceptible to the risk of irregularities and fraud, and whether there was any known, suspected or alleged fraud. Management informed us that there were no instances of known, suspected or alleged fraud;
We obtained an understanding of the legal and regulatory frameworks applicable to the company. We determined that the following were most relevant: FRS 102; Copyright regulations; Anti Bribery and Corruption regulations; Health and Safety; employment law (including the Working Time Directive); and compliance with the UK Companies Act;
We considered the incentives and opportunities that exist in the company, including the extent of management bias, which present a potential for irregularities and fraud to be perpetrated, and tailored our risk assessment accordingly; and
Using our knowledge of the company, together with the discussions held with management at the planning stage, we formed a conclusion on the risk of misstatement due to irregularities including fraud and tailored our procedures according to this risk assessment.
The key procedures we undertook to detect irregularities including fraud during the course of the audit included:
Enquiries with management about any known or suspected instances of non-compliance with laws and regulations and fraud;
Reviewing Board minutes;
Challenging assumptions and judgements made by management in their significant accounting estimates, in particular in relation to the carrying value of intangible assets and the carrying value of intercompany debtors;
Auditing the risk of management override of controls, including through testing journal entries and other adjustments for appropriateness; and
Reviewing the financial statement disclosures and determining whether accounting policies have been appropriately applied.
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, Statutory Auditor
Chartered Accountants
The Vision Building
20 Greenmarket
Dundee
DD1 4QB
21 August 2026
Twig Education Limited
Statement of comprehensive income
for the year ended 31 December 2025
- 8 -
2025
2024
Notes
£
£
Turnover
3
11,121,926
9,751,448
Cost of sales
(6,561,349)
(6,186,267)
Gross profit
4,560,577
3,565,181
Administrative expenses
(3,615,650)
(4,170,990)
Operating profit/(loss)
4
944,927
(605,809)
Interest receivable and similar income
7
1,209,167
569,535
Interest payable and similar expenses
8
(1,627,072)
(1,188,608)
Profit/(loss) before taxation
527,022
(1,224,882)
Tax on profit/(loss)
9
3,808
Profit/(loss) for the financial year
527,022
(1,221,074)
The profit and loss account has been prepared on the basis that all operations are continuing operations.
Twig Education Limited
Balance sheet
as at 31 December 2025
- 9 -
2025
2024
Notes
£
£
£
£
Fixed assets
Intangible assets
10
13,514,869
19,074,600
Tangible assets
11
112,575
147,929
13,627,444
19,222,529
Current assets
Debtors
12
59,735,094
47,654,309
Cash at bank and in hand
997,940
1,039,737
60,733,034
48,694,046
Creditors: amounts falling due within one year
13
(75,158,735)
(69,135,698)
Net current liabilities
(14,425,701)
(20,441,652)
Total assets less current liabilities
(798,257)
(1,219,123)
Creditors: amounts falling due after more than one year
14
(402,725)
(508,881)
Net liabilities
(1,200,982)
(1,728,004)
Capital and reserves
Called up share capital
18
92
92
Profit and loss reserves
19
(1,201,074)
(1,728,096)
Total equity
(1,200,982)
(1,728,004)
These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.
The financial statements were approved by the board of directors and authorised for issue on 21 August 2026 and are signed on its behalf by:
A Klaber
Director
Company registration number 06719651 (England and Wales)
Twig Education Limited
Statement of changes in equity
for the year ended 31 December 2025
- 10 -
Share capital
Profit and loss reserves
Total
£
£
£
Balance at 1 January 2024
92
(507,022)
(506,930)
Year ended 31 December 2024:
Loss and total comprehensive income
-
(1,221,074)
(1,221,074)
Balance at 31 December 2024
92
(1,728,096)
(1,728,004)
Year ended 31 December 2025:
Profit and total comprehensive income
-
527,022
527,022
Balance at 31 December 2025
92
(1,201,074)
(1,200,982)
Twig Education Limited
Notes to the financial statements
for the year ended 31 December 2025
- 11 -
1
Accounting policies
Company information
Twig Education 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:
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’ – Carrying amounts, interest income/expense and net gains/losses for each category of financial instrument; 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.
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
The group (which includes Twig Education Limited) is heavily reliant on Imagine Learning LLC providing working capital funding. 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.
Twig Education Limited
Notes to the financial statements (continued)
for the year ended 31 December 2025
1
Accounting policies (continued)
- 12 -
1.3
Turnover
Licences
Income recognised from films represents the invoiced value of licence fees including withholding tax but excluding value added tax. The company's policy is to recognise the income when all of the following criteria are met:
(a) a licence agreement has been executed by both parties;
(b) the programme has substantially met all necessary technical quality requirements;
(c) delivery to the broadcaster has occurred;
(d) the licence term has commenced;
(e) the arrangement is fixed or determinable; and
(f) collection of the arrangement fee is reasonably assured.
Any licence fees received in advance, which do not meet all of the above criteria, are included in deferred income until the above criteria are met.
Where the revenue recognition criteria are met and the customer is given the right to access content as it stands at the point in time at which the licence is granted, income is recognised at the licence grant date.
Where the revenue recognition criteria are met and the customer is given the right to access content as it exists throughout the licence period, income is recognised over the term of the licence agreement.
The company also recognises transfer pricing adjustments each year within turnover which are in relation to other group entities.
Products and services
Turnover is recognised when a customer obtains control of promised goods or services, for an amount that reflects the consideration which has been received in exchange for those goods or services.
The majority of invoiced revenues are for products and services that span over several years. There can be multiple performance obligations in relation to these products and services. These may include delivery of a range of print materials, digital media, access to hosted content and other physical items related to the product.
The transaction price of a product is allocated based on a mix of standalone prices for particular components and also the known specific cost of providing certain elements. The timing of providing certain performance obligations also directly influences the allocation of revenues over the lifetime of each customer contract.
Transfer pricing
The company also recognises transfer pricing adjustments each year within turnover which are in relation to other group entities.
1.4
Research and development expenditure
Research expenditure is written off to the profit and loss account in the year in which it is incurred.
Development expenditure is written off in the same way unless the directors are satisfied as to the technical, commercial and financial viability of individual projects. In this situation, the expenditure is capitalised as an intangible asset and amortised over its expected useful life. Development expenditure includes third party costs and employee costs.
Where payments are made to third parties for access to film content these are included in prepayments and released to intangibles when utilised.
Twig Education Limited
Notes to the financial statements (continued)
for the year ended 31 December 2025
1
Accounting policies (continued)
- 13 -
1.5
Intangible fixed assets other than goodwill
Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.
Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.
Amortisation 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:
Development costs
5 - 7 years straight line
1.6
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.
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:
Leasehold improvements
over the shorter of the lease term or useful life
Fixtures, fittings & equipment
4 years 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.
1.7
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.
1.8
Impairment of fixed assets
At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible 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.
Twig Education Limited
Notes to the financial statements (continued)
for the year ended 31 December 2025
1
Accounting policies (continued)
- 14 -
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.
1.9
Cash at bank and in hand
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.
1.10
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.
Trade debtors, loans and other receivables that have fixed or determinable payments that are not quoted in an active market are classified as 'loans and receivables'. Loans and receivables are measured at amortised cost using the effective interest method, less any impairment.
Interest is recognised by applying the effective interest rate, except for short-term receivables when the recognition of interest would be immaterial. The effective interest method is a method of calculating the amortised cost of a debt instrument and of allocating the interest income over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts through the expected life of the debt instrument to the net carrying amount on initial recognition.
Twig Education Limited
Notes to the financial statements (continued)
for the year ended 31 December 2025
1
Accounting policies (continued)
- 15 -
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.
1.11
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 Education Limited
Notes to the financial statements (continued)
for the year ended 31 December 2025
1
Accounting policies (continued)
- 16 -
Changes in the fair value of derivatives that are designated and qualify as fair value hedges are recognised in profit or loss immediately, together with any changes in the fair value of the hedged asset or liability that are attributable to the hedged risk.
1.12
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.
1.13
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.
1.14
Retirement benefits
The company makes contributions to the personal pension schemes of individual employees as well as a company pension scheme. Contributions payable are charged to the profit and loss account in the year they are payable.
1.15
Leases
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.
1.16
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.
Twig Education Limited
Notes to the financial statements (continued)
for the year ended 31 December 2025
1
Accounting policies (continued)
- 17 -
1.17
New or revised Financial Reporting Standards
Amendments to FRS 102 introduced by the Periodic Review 2024
The amendments to FRS 102 are applicable for accounting periods commencing on or after 1 January 2026, with earlier adoption permitted. The directors have opted not to adopt these amendments early, as such, the amendments will be implemented for the accounting year ending 31 December 2026.
The most significant amendments are the replacement of Section 23, now renamed ‘Revenue from Contracts with Customers’, and Section 20 ‘Leases’. The other less significant changes are not currently expected to have a material impact. The new revenue and leasing requirements seek to provide greater consistency and alignment with International Financial Reporting Standards, namely IFRS 15 and IFRS 16.
The company is currently planning for the implementation of these changes.
Under the new lease accounting requirements these changes will be applied using the modified retrospective approach which avoids the restatement of comparative figures. The implementation of the changes would see leased assets recognised as Right-of-Use assets on-balance sheet, with a lease liability recognised based on the discounted value of any future commitments, plus payments related to optional extension periods if considered reasonably certain. Exemptions to this approach will be considered for certain short-term leases or low-value assets.
Under the new revenue accounting requirements, management expects these changes to be applied using the modified retrospective approach which avoids the restatement of comparative figures. Management are reviewing the current and expected future revenue transactions to determine the necessary performance obligations, transaction prices, and overall recognition and presentation to ensure compliance with the changes.
As at the date of signing the financial statements, and given the changes relate to future periods, it has been deemed impractical to determine the amounts involved.
Twig Education Limited
Notes to the financial statements (continued)
for the year ended 31 December 2025
- 18 -
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.
Critical judgements
The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.
Carrying value of intangible assets
Development costs are capitalised as intangible assets on the basis that the individual projects are technically feasible as well as being commercially and financially viable. Once capitalised, development costs are amortised over an expected useful life of 5 to 7 years but, in reality, may generate income over a longer period of time.
Carrying value of intercompany debtors
Intercompany debtors are assessed at each reporting date for any indication of impairment. If any such indication exists, the entity determines the recoverable amount of the intercompany debtor. The calculation of recoverable amount involves the use of net assets but, in some cases, it uses projected future cash flows which use estimates and assumptions on various inputs such as turnover, growth rates, margins, earnings multiples, risk-adjusted discount rate, as well as future economic and market conditions.
3
Turnover and other revenue
An analysis of the company's turnover is as follows:
2025
2024
£
£
Turnover analysed by class of business
Principal activity
688,371
820,175
Group transfer pricing adjustment
10,433,555
8,931,273
11,121,926
9,751,448
2025
2024
£
£
Other revenue
Interest income
1,209,167
569,535
Twig Education Limited
Notes to the financial statements (continued)
for the year ended 31 December 2025
- 19 -
4
Operating profit/(loss)
2025
2024
Operating profit/(loss) for the year is stated after charging/(crediting):
£
£
Exchange losses/(gains)
138,551
(2,265)
Fees payable to the company's auditor for the audit of the company's financial statements
28,350
27,000
Depreciation of tangible fixed assets
47,579
79,547
Amortisation of intangible assets
6,559,693
6,158,084
Operating lease charges
70,167
87,166
5
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2025
2024
Number
Number
Average
84
119
Their aggregate remuneration comprised:
2025
2024
£
£
Wages and salaries
5,070,512
6,145,508
Social security costs
623,614
611,037
Pension costs
267,880
288,852
5,962,006
7,045,397
Redundancy payments made or committed
430,198
-
Employment costs include internal staff costs incurred in developing multi media curriculum content and products amounting to £726,068 (2024 - £2,340,711) which have been capitalised as part of intangible fixed asset additions.
Twig Education Limited
Notes to the financial statements (continued)
for the year ended 31 December 2025
- 20 -
6
Directors' remuneration
Directors were not remunerated through this company in either financial year.
7
Interest receivable and similar income
2025
2024
£
£
Interest income
Interest on bank deposits
1,227
139
Interest receivable from group companies
1,207,940
569,396
Total income
1,209,167
569,535
8
Interest payable and similar expenses
2025
2024
£
£
Interest payable to group undertakings
1,627,072
1,188,608
9
Taxation
2025
2024
£
£
Current tax
Adjustments in respect of prior periods
(3,808)
The actual charge/(credit) for the year can be reconciled to the expected charge/(credit) for the year based on the profit or loss and the standard rate of tax as follows:
2025
2024
£
£
Profit/(loss) before taxation
527,022
(1,224,882)
Expected tax charge/(credit) based on the standard rate of corporation tax in the UK of 25% (2024: 25%)
131,756
(306,221)
Tax effect of expenses that are not deductible in determining taxable profit
10,297
8,661
Change in unrecognised deferred tax assets
(142,053)
297,560
Research and development tax credit
(3,808)
Taxation charge/(credit) for the year
-
(3,808)
Twig Education Limited
Notes to the financial statements (continued)
for the year ended 31 December 2025
- 21 -
10
Intangible fixed assets
Development costs
£
Cost
At 1 January 2025
47,737,870
Additions - internally developed
999,962
At 31 December 2025
48,737,832
Amortisation and impairment
At 1 January 2025
28,663,270
Amortisation charged for the year
6,559,693
At 31 December 2025
35,222,963
Carrying amount
At 31 December 2025
13,514,869
At 31 December 2024
19,074,600
This asset reflects development costs incurred in developing multi media curriculum content and products. Internal staff costs of £726,068 (2024 - £2,340,711) have been capitalised as part of additions.
11
Tangible fixed assets
Leasehold improvements
Fixtures, fittings & equipment
Total
£
£
£
Cost
At 1 January 2025
111,270
298,884
410,154
Additions
12,225
12,225
At 31 December 2025
123,495
298,884
422,379
Depreciation and impairment
At 1 January 2025
9,796
252,429
262,225
Depreciation charged in the year
19,363
28,216
47,579
At 31 December 2025
29,159
280,645
309,804
Carrying amount
At 31 December 2025
94,336
18,239
112,575
At 31 December 2024
101,474
46,455
147,929
Twig Education Limited
Notes to the financial statements (continued)
for the year ended 31 December 2025
- 22 -
12
Debtors
2025
2024
Amounts falling due within one year:
£
£
Trade debtors
177,883
242,017
Amounts owed by group undertakings
58,849,036
46,610,948
Other debtors
374,017
258,062
Prepayments
64,158
143,385
59,465,094
47,254,412
2025
2024
Amounts falling due after more than one year:
£
£
Other debtors
270,000
399,897
Total debtors
59,735,094
47,654,309
There are no fixed repayment terms for amounts owed to group undertakings. Interest applied to a USD denominated balance at an average of 5.37% (2024 - 6.31%) for the year.
13
Creditors: amounts falling due within one year
2025
2024
Notes
£
£
Trade creditors
264,074
346,609
Amounts owed to group undertakings
74,166,957
67,426,414
Taxation and social security
182,250
162,886
Deferred income
16
172,645
337,668
Other creditors
8,523
12,451
Accruals
364,286
849,670
75,158,735
69,135,698
There are no fixed repayment terms for amounts owed to group undertakings. Interest applied to a USD denominated balance at an average of 5.37% (2024 - 6.31%) for the year.
14
Creditors: amounts falling due after more than one year
2025
2024
Notes
£
£
Deferred income
16
402,725
508,881
Twig Education Limited
Notes to the financial statements (continued)
for the year ended 31 December 2025
- 23 -
15
Deferred taxation
There were no deferred tax movements in the year.
Deferred tax is not recognised in respect of tax losses of £21,956,000 (2024 - £21,450,000) as it is not probable that they will be recovered against future taxable profits.
16
Deferred income
2025
2024
£
£
Other deferred income
575,370
846,549
Included in the financial statements as follows:
Current liabilities
172,645
337,668
Non-current liabilities
402,725
508,881
575,370
846,549
17
Retirement benefit schemes
2025
2024
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
267,880
288,852
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.
18
Share capital
2025
2024
£
£
Ordinary share capital
Issued and fully paid
9,250 Ordinary shares of 1p each
92
92
Ordinary shares carry full ownership, voting and equity rights.
19
Profit and loss reserves
Profit and loss reserves include all current and prior period retained profits and losses.
Twig Education Limited
Notes to the financial statements (continued)
for the year ended 31 December 2025
- 24 -
20
Operating lease commitments
As lessee
At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
2025
2024
£
£
Within 1 year
42,615
80,312
Years 2-5
360,900
42,615
441,212
21
Related party transactions
The company has taken advantage of the disclosure exemption under FRS 102.33.1A not to disclose transactions entered into between two or more wholly owned members of its group.
22
Events after the reporting date
Subsequent to the balance sheet date, the legal transfer of Ripple Education Limited’s intellectual property to Twig Education Limited was completed on 30 June 2026. As the transaction occurred after the reporting date, no adjustment has been made to the amounts recognised in these financial statements. Management has evaluated the transaction in accordance with the applicable accounting standards and concluded that it represents a non-adjusting subsequent event. The transfer is not expected to have a material impact on the financial position or results of operations.
23
Ultimate controlling party
The company's parent undertaking is Twig UK Holdco Limited, a company incorporated in the Great Britain and registered in England.
The ultimate controlling party is Imagine Learning LLC, incorporated in the United States of America.
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