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Registered number: 03645180









RENAISSANCE LEARNING UK LIMITED









ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023

 
RENAISSANCE LEARNING UK LIMITED
 
 
COMPANY INFORMATION


Directors
Christopher Bauleke 
Neal Dittersdorf 
Nathan Brady (appointed 8 May 2024)




Registered number
03645180



Registered office
1st Floor Vantage
Great West Road

Brentford

London

TW8 9AG




Independent auditors
Nyman Libson Paul LLP
Chartered Accountants & Statutory Auditors

124 Finchley Road

London

NW3 5JS




Bankers
National Westminister Bank
9 The Town

Enfield

Middlesex

EN2 CLH





 
RENAISSANCE LEARNING UK LIMITED
 

CONTENTS



Page
Strategic Report
 
1
Directors' Report
 
2 - 3
Independent Auditors' Report
 
4 - 6
Statement of Comprehensive Income
 
7
Statement of Financial Position
 
8 - 9
Statement of Changes in Equity
 
10 - 11
Notes to the Financial Statements
 
12 - 26


 
RENAISSANCE LEARNING UK LIMITED
 
 
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

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

Business review
 
The principal activity of the company continued to be that of the provision of cloud based educational computer software and the delivery of continued professional development (CPD). There have not been any significant changes in the company's principal activities in the year under review.
The results for the year show sales of £24,586,555 (2022: £23,999,959) and pre-tax profits of £7,312,408 (2022: £1,212,560). The company had net assets of £498,258,355 (2022: £4,171,362) at the balance sheet date.
The business continues to develop and localise educational computer software solutions, and make these available to customers in the United Kingdom and abroad.  In addition, the company continues to form and develop partnerships with educational institutions and other educational product suppliers.

Principal risks and uncertainties
 
The management of the business and the execution of the company's strategy are subject to a number of risks. The key business risks and uncertainties affecting the company are considered to be competition at both national and international level and changes in technology, as well as fluctuations in education budgets.

Financial key performance indicators
 
The key financial performance indicators are gross profit margin and operating profit.
                                                                            2021                       2022                     2023
                                                                               £                            £                            £
Gross Profit                                                    10,137,211              10,901,848           15,554,467
Operating Profit/(Loss)                                       519,654                   607,475            (4,858,367)

Other key performance indicators
 
High retention figures and high customer satisfaction figures
• Working closely with over 65 of the UK’s children book publishers
• Used by over 2.05 million British and Irish school children, in approximately 7,600 schools, with another
          2,000 schools using the British product internationally
• High staff retention rates ensuring continuity of service


This report was approved by the board on 25 September 2024 and signed on its behalf.



Nathan Brady
Director

Page 1

 
RENAISSANCE LEARNING UK LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

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

Directors' responsibilities statement

The directors are responsible for preparing the Strategic Report, the Directors' 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 for the company's financial statements and then apply them consistently;

make judgments and accounting estimates that are reasonable and prudent;

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 to enable them to ensure that the financial statements comply with the Companies Act 2006They 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.

Results and dividends

The profit for the year, after taxation, amounted to £7,243,860 (2022 £1,006,819).

No dividend was paid or proposed in the current or prior year.

Directors

The directors who served during the year were:

Christopher Bauleke 
Neal Dittersdorf 
Dean Tilsley (resigned 18 August 2023)
Joan Mill (resigned 31 August 2023)

Future developments

The directors are confident that the business will continue to grow organically by offering added value products to the current portfolio of services offered.

Page 2

 
RENAISSANCE LEARNING UK LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Financial instruments

The principal financial instruments of the company comprise bank balances, trade and other debtors and trade and other creditors. The main purpose of these instruments is to raise funds for the company's operations.
In respect of bank balances, liquidity risk is managed by ensuring sufficient funds are available to settle liabilities as and when they fall due.
Trade and other debtors are managed in respect of credit and cash flow risk by policies concerning the credit offered to customers and the regular monitoring of amounts outstanding for both time and credit limits.
Trade and other creditors liquidity risk is managed by ensuring sufficient funds are available to meet amounts due.

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the company's auditors are unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the company's auditors are aware of that information.

Auditors

The auditorsNyman Libson Paul LLPwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board on 25 September 2024 and signed on its behalf.
 





Nathan Brady
Director

Page 3

 
RENAISSANCE LEARNING UK LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF RENAISSANCE LEARNING UK LIMITED
 

Opinion


We have audited the financial statements of Renaissance Learning UK Limited (the 'company') for the year ended 31 December 2023, which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity and the related notes, including a summary of significant accounting policiesThe 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 2023 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.


Basis for opinion


We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' 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 United Kingdom, including the Financial Reporting Council'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.


Page 4

 
RENAISSANCE LEARNING UK LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF RENAISSANCE LEARNING UK LIMITED (CONTINUED)


Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The directors are responsible for the other information contained within the Annual ReportOur 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.


Opinion on other matters prescribed by the Companies Act 2006
 

In our opinion, based on the work undertaken in the course of the 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 set out on page 2, 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.


Page 5

 
RENAISSANCE LEARNING UK LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF RENAISSANCE LEARNING UK LIMITED (CONTINUED)


Auditors' 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 Auditors' 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 extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we considered the following:
 


A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' 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 2006Our 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 Auditors' 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.



Richard Paul (Senior Statutory Auditor)
  
for and on behalf of
Nyman Libson Paul LLP
 
Chartered Accountants
Statutory Auditors
  
124 Finchley Road
London
NW3 5JS

25 September 2024
Page 6

 
RENAISSANCE LEARNING UK LIMITED
 
 
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023

2023
2022
Note
£
£

  

Turnover
 4 
24,586,555
23,999,959

Cost of sales
  
(9,032,088)
(13,098,111)

Gross profit
  
15,554,467
10,901,848

Distribution costs
  
(7,279,212)
(7,249,641)

Administrative expenses
  
(13,133,622)
(3,044,732)

Operating (loss)/profit
 5 
(4,858,367)
607,475

Interest receivable and similar income
 8 
12,170,775
605,871

Interest payable and similar expenses
 9 
-
(786)

Profit before tax
  
7,312,408
1,212,560

Tax on profit
 10 
(68,548)
(205,741)

Profit for the financial year
  
7,243,860
1,006,819

Other comprehensive income for the year
  

Total comprehensive income for the year
  
7,243,860
1,006,819

The notes on pages 12 to 26 form part of these financial statements.

Page 7

 
RENAISSANCE LEARNING UK LIMITED
REGISTERED NUMBER: 03645180

STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023

2023
2022
Note
£
£

Fixed assets
  

Tangible fixed assets
  
393,263
500,296

Investments
 12 
508,256,397
118,284

  
508,649,660
618,580

Current assets
  

Stocks
 13 
11,047
8,158

Debtors: amounts falling due after more than one year
 14 
887,603
894,059

Debtors: amounts falling due within one year
 14 
30,766,942
35,534,890

Cash at bank and in hand
 15 
3,494,005
6,149,962

  
35,159,597
42,587,069

Creditors: amounts falling due within one year
 16 
(33,999,561)
(22,833,123)

Net current assets
  
 
 
1,160,036
 
 
19,753,946

Total assets less current liabilities
  
509,809,696
20,372,526

Creditors: amounts falling due after more than one year
 17 
(11,133,705)
(15,854,956)

Provisions for liabilities
  

Deferred tax
 19 
(46,912)
-

Other provision
  
(370,724)
(346,208)

  
 
 
(417,636)
 
 
(346,208)

Net assets
  
498,258,355
4,171,362


Capital and reserves
  

Called up share capital 
 21 
200,001
200,000

Share premium account
 22 
486,843,132
-

Profit and loss account
 22 
11,215,222
3,971,362

  
498,258,355
4,171,362


Page 8

 
RENAISSANCE LEARNING UK LIMITED
REGISTERED NUMBER: 03645180
    
STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 DECEMBER 2023

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 25 September 2024.




Nathan Brady
Director

The notes on pages 12 to 26 form part of these financial statements.

Page 9

 
RENAISSANCE LEARNING UK LIMITED
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023


Called up share capital
Share premium account
Profit and loss account
Total equity

£
£
£
£

At 1 January 2023
200,000
-
3,971,362
4,171,362


Comprehensive income for the year

Profit for the year

-
-
7,243,860
7,243,860


Other comprehensive income for the year
-
-
-
-


Total comprehensive income for the year
-
-
7,243,860
7,243,860


Contributions by and distributions to owners

Shares issued during the year
1
486,843,132
-
486,843,133


Total transactions with owners
1
486,843,132
-
486,843,133


At 31 December 2023
200,001
486,843,132
11,215,222
498,258,355


The notes on pages 12 to 26 form part of these financial statements.

Page 10

 
RENAISSANCE LEARNING UK LIMITED
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2022


Called up share capital
Profit and loss account
Total equity

£
£
£

At 1 January 2022
200,000
2,964,543
3,164,543


Comprehensive income for the year

Profit for the year

-
1,006,819
1,006,819


Other comprehensive income for the year
-
-
-


Total comprehensive income for the year
-
1,006,819
1,006,819


Total transactions with owners
-
-
-


At 31 December 2022
200,000
3,971,362
4,171,362


The notes on pages 12 to 26 form part of these financial statements.

Page 11

 
RENAISSANCE LEARNING UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

1.


General information

Renaissance Learning Limited is a limited liability company incorporated in England. The address of its registered office is 1st Floor Vantage, Great West Road, Brentford, London, TW8 9AG.
The company operates as a developer and retailer of educational computer software and continued professional development resources. 

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the company's accounting policies (see note 3).

The following principal accounting policies have been applied:

 
2.2

Financial Reporting Standard 102 - reduced disclosure exemptions

The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
the requirements of Section 7 Statement of Cash Flows;
the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;
the requirements of Section 33 Related Party Disclosures paragraph 33.7.

This information is included in the consolidated financial statements of Renaissance Learning, Inc. as at 31 March 2023 and these financial statements may be obtained from http://www.renlearn.com.

 
2.3

Exemption from preparing consolidated financial statements

The company is a parent company that is also a subsidiary included in the consolidated financial statements of a larger group by a parent undertaking established under the law of a state other than the United Kingdom and is therefore exempt from the requirement to prepare consolidated financial statements under section 401 of the Companies Act 2006.

Page 12

 
RENAISSANCE LEARNING UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.4

Foreign currency translation

Functional and presentation currency

The company's functional and presentational currency is GBP, rounded to the nearest £1.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the Statement of Income and Retained Earnings.

 
2.5

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
the amount of revenue can be measured reliably;
it is probable that the company will receive the consideration due under the contract;
the stage of completion of the contract at the end of the reporting period can be measured reliably; and
the costs incurred and the costs to complete the contract can be measured reliably.

Revenue on the provision of education software and support service contracts lasting more than one year are carried forward as deferred income and recognised in the period in which the service has been utilised.

 
2.6

Operating leases: the company as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

Page 13

 
RENAISSANCE LEARNING UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.7

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.8

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.9

Pensions

Defined contribution pension plan

The company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the company pays fixed contributions into a separate entity. Once the contributions have been paid the company has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the company in independently administered funds.

 
2.10

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the company operates and generates income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

Page 14

 
RENAISSANCE LEARNING UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.11

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

The company adds to the carrying amount of an item of fixed assets the cost of replacing part of such an item when that cost is incurred, if the replacement part is expected to provide incremental future benefits to the company. The carrying amount of the replaced part is derecognised. Repairs and maintenance are charged to profit or loss during the period in which they are incurred.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

The estimated useful lives range as follows:

Short-term leasehold property
-
over the period of the lease
Fixtures
-
10 years
Furniture
-
7 years
Equipment
-
5 years
Computers
-
3 years

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

 
2.12

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.13

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. 

 
2.14

Debtors

Short-term debtors are measured at transaction price, less any impairment. 

 
2.15

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. 
In the Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the company's cash management.  

Page 15

 
RENAISSANCE LEARNING UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.16

Creditors

Short term creditors are measured at the transaction price.

 
2.17

Holiday pay accrual

A liability is recognised to the extent of any unused holiday pay entitlement which is accrued at the reporting date and carried forward to future periods. This is measured at the undiscounted salary cost of the future holiday entitlement so accrued at the reporting date.

 
2.18

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
 
Increases in provisions are generally charged as an expense to profit or loss.

 
2.19

Financial instruments

The company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.


3.


Judgments in applying accounting policies and key sources of estimation uncertainty

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported for assets and liabilities as at the reporting date and the amounts reported for revenues and expenses during the year. However, the nature of estimation means that actual outcomes could differ from those estimates.
The following are the company's key accounting estimates and assumptions:
Tangible assets
Tangible assets are depreciated over their useful lives taking into account residual values where appropriate. The actual lives of assets and residual values are assessed annually and may vary depending on a number of factors. In re-assessing the assets' lives, factors such as technological innovation, product life cycles and maintenance programmes are taken into account.
Impairment of debtors
The company makes an estimate of the recoverable value of trade and other debtors. When assessing impairment, management considers factors including the current credit rating of the debtor, the ageing profile and historical experience.
Dilapidations provision
The provision recorded in the accounts for dilapidations costs is an estimated cost of repairing office premises occupied by the company to the state they were prior to the lease commencing. This provision is re-assessed on an annual basis, using factors such as unit square footage, length of the lease and the time remaining until the lease expires.

Page 16

 
RENAISSANCE LEARNING UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

4.


Turnover

Analysis of turnover by country of destination:

2023
2022
£
£

United Kingdom
21,346,581
20,959,516

Rest of Europe
885,114
935,658

Rest of the world
2,354,860
2,104,785

24,586,555
23,999,959



5.


Operating (loss)/profit

The operating (loss)/profit is stated after charging:

2023
2022
£
£

Exchange differences
5,496,291
14,483

Other operating lease rentals
-
658,248


6.


Auditors' remuneration

During the year, the company obtained the following services from the company's auditors:


2023
2022
£
£

Fees payable to the company's auditors for the audit of the company's financial statements

25,000
17,000

Page 17

 
RENAISSANCE LEARNING UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

7.


Employees

Staff costs were as follows:


2023
2022
£
£

Wages and salaries
7,761,622
7,215,973

Social security costs
1,072,220
984,533

Cost of defined contribution scheme
438,571
312,232

9,272,413
8,512,738


The average monthly number of employees, including the directors, during the year was as follows:


        2023
        2022
            No.
            No.







General and administration
28
21



Sales and customer service
74
82



Product development
40
32

142
135


8.


Interest receivable

2023
2022
£
£


Interest receivable from group companies
12,170,775
605,871

12,170,775
605,871


9.


Interest payable and similar expenses

2023
2022
£
£


Other interest payable
-
786

-
786

Page 18

 
RENAISSANCE LEARNING UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

10.


Taxation


2023
2022
£
£

Corporation tax


Current tax on profits for the year
-
243,508


-
243,508


Total current tax
-
243,508

Deferred tax


Origination and reversal of timing differences
68,548
(37,767)

Total deferred tax
68,548
(37,767)


Tax on profit
68,548
205,741
Page 19

 
RENAISSANCE LEARNING UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
 
10.Taxation (continued)


Factors affecting tax charge for the year

The tax assessed for the year is higher than (2022 - higher than) the standard rate of corporation tax in the UK of 25% (2022 - 19%). The differences are explained below:

2023
2022
£
£


Profit on ordinary activities before tax
7,312,408
1,212,560


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2022 - 19%)
1,828,102
230,386

Effects of:


Fixed asset differences
23,078
-

Expenses not deductible for tax purposes
2,189,523
-

Other timing differences leading to an increase (decrease) in taxation
(108,184)
-

Non-taxable income
(2,781,152)
-

Adjustments to tax charge in respect of previous periods - deferred tax
68,227
-

Group relief surrendered/(claimed)
(1,150,735)
-

Remeasurement of deferred tax for changes in tax rates
(311)
-

Capital allowances for year in excess of depreciation
-
(24,645)

Total tax charge for the year
68,548
205,741


Factors that may affect future tax charges

The UK corporation tax rate rose from 19% to 25% from 1 April 2023.

Page 20

 
RENAISSANCE LEARNING UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

11.


Tangible fixed assets





Short-term leasehold property
Fixtures and fittings
Total

£
£
£



Cost 


At 1 January 2023
705,895
670,639
1,376,534


Additions
-
100,851
100,851



At 31 December 2023

705,895
771,490
1,477,385



Depreciation


At 1 January 2023
427,630
448,608
876,238


Charge for the year on owned assets
105,646
102,238
207,884



At 31 December 2023

533,276
550,846
1,084,122



Net book value



At 31 December 2023
172,619
220,644
393,263



At 31 December 2022
278,265
222,031
500,296


12.


Fixed asset investments





Investments in subsidiary companies

£



Cost 


At 1 January 2023
118,284


Additions
508,138,113



At 31 December 2023
508,256,397




Page 21

 
RENAISSANCE LEARNING UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

Subsidiary undertakings


The following were subsidiary undertakings of the company:

Name

Registered office

Class of shares

Holding

Renaissance Education Consulting (Beijing) Co. Limited
Room 1526, Units 1-6, 15 Floor, Tower A9 Dongdaqiao Road, Chaoyang District, Beijing, China
Ordinary
100%
GLE UK Topco Limited
Roxburgh Milkins Limited, Merchants House North, Wapping Road, Bristol, England, BS1 4RW
Ordinary
100%


13.


Stocks

2023
2022
£
£

Finished goods and goods for resale
11,047
8,158

11,047
8,158


Page 22

 
RENAISSANCE LEARNING UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

14.


Debtors

2023
2022
£
£

Due after more than one year

Prepayments
887,603
872,423

Deferred tax asset (see note 21)
-
21,636

887,603
894,059


2023
2022
£
£

Due within one year

Trade debtors
3,181,799
5,861,391

Amounts owed by group undertakings
26,581,564
28,912,891

Other debtors
177,867
3,596

Prepayments
825,712
757,012

30,766,942
35,534,890



15.


Cash and cash equivalents

2023
2022
£
£

Cash at bank and in hand
3,494,005
6,149,962

3,494,005
6,149,962



16.


Creditors: Amounts falling due within one year

2023
2022
£
£

Trade creditors
205,960
264,922

Amounts owed to group undertakings
14,995,069
-

Corporation tax
4,770
123,174

Other taxation and social security
486,739
1,080,604

Other creditors
564,811
857,443

Accruals and deferred income
17,742,212
20,506,980

33,999,561
22,833,123


Page 23

 
RENAISSANCE LEARNING UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

17.


Creditors: Amounts falling due after more than one year

2023
2022
£
£

Other creditors
194,759
374,537

Deferred income
10,938,946
15,480,419

11,133,705
15,854,956



18.


Financial instruments

2023
2022
£
£

Financial assets


Financial assets measured at fair value through profit or loss
33,435,235
41,226,254


Financial liabilities


Financial liabilities measured at amortised cost
(15,201,029)
(264,922)


Financial assets measured at fair value through profit or loss comprise bank balances, trade and other debtors and amounts owed by group undertakings.


Other financial liabilities measured at fair value through profit or loss comprise trade creditors and amounts owed to group undertakings.

Page 24

 
RENAISSANCE LEARNING UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

19.


Deferred taxation




2023
2022


£

£






At beginning of year
21,636
(16,131)


Charged/credited to profit or loss
(68,548)
37,767



At end of year
(46,912)
21,636

The deferred taxation balance is made up as follows:

2023
2022
£
£


Accelerated capital allowances
(46,912)
21,636

(46,912)
21,636


20.


Provisions




Provision for property dilapidations

£





At 1 January 2023
346,208


Charged to profit or loss
24,516



At 31 December 2023
370,724


21.


Share capital

2023
2022
£
£
Allotted, called up and fully paid



200,001 (2022 - 200,000) Ordinary shares of £1.00 each
200,001
200,000


During the year, the company issued one ordinary share with a nominal value of £1.

Page 25

 
RENAISSANCE LEARNING UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

22.


Reserves

Share premium account

During the year, the company issued one ordinary share with a nominal value of £1 and share premium of £486,843,132 (2022: £NIL).


23.


Pension commitments

The company makes payments into the personal pension schemes of certain employees. The pension cost charge represents contributions paid by the company to the funds during the year. The contributions payable by the company for the year was £438,571 (2022: £312,232). The amount outstanding at the balance sheet date was £1,111 (2022: £20,380).


24.


Commitments under operating leases

At 31 December 2023 the company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:

2023
2022
£
£


Not later than 1 year
607,411
610,549

Later than 1 year and not later than 5 years
601,827
1,209,238

1,209,238
1,819,787


25.


Related party transactions

The company forms part of a wholly owned group and has taken advantage of the exemptions provided by FRS 102 from the requirement to disclose transactions with other group entities.


26.


Controlling party

The immediate parent company at the balance sheet date is Renaissance UK Holdco Ltd, a company registered in England & Wales. The immadiate parent company up until 31st March 2023 was Renaissance Learning Inc. The ultimate parent company during the year is Blackstone Capital Partners VII LP, a company registered in the Cayman Islands. 


27.


Post balance sheet events

On 18th of September 2024, the lease relating to the premises at South Key Building, 77 Marsh Wall, London, E14 9SH, was surrendered. A charge of £1,692,057.50 was paid. This included £100,000 contribution towards dilapidation.

 
Page 26