ACCOUNTS - Final Accounts preparation

Operating profit

The operating profit is stated after charging:

Registered number: 01525617

GL ASSESSMENT LIMITED

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

GL ASSESSMENT LIMITED

COMPANY INFORMATION

Directors	Christopher Bauleke
	Neal Dittersdorf
	Ted Wolf (appointed 1 November 2024)
	Nathan Brady (resigned 1 November 2024)


Company secretary	Roxburgh Milkins Limited


Registered number	01525617


Registered office	1st Floor, Vantage London,
	Great West Road,
	Brentford,
	Middlesex
	TW8 9AG


Independent auditors	Nyman Libson Paul LLP
	Chartered Accountants & Statutory Auditors
	London
	NW3 5JS

GL ASSESSMENT LIMITED

CONTENTS

	Page
Strategic Report	1 - 2
Directors' Report	3 - 4
Directors' Responsibilities Statement	5
Independent Auditors' Report	6 - 9
Statement of Comprehensive Income	10
Statement of Financial Position	11 - 12
Statement of Changes in Equity	13
Notes to the Financial Statements	14 - 34

GL ASSESSMENT LIMITED

STRATEGIC REPORT

FOR THE YEAR ENDED 31 DECEMBER 2024

Business review

The principal activity of the Company was that of a trading Company engaged in:
• Development and provision of educational assessments with accompanying statistical analysis, scoring, and research
• Supply of above-mentioned assessments in both digital and print format
• Training and consultancy in the above areas
The Company's largest market continued to be the UK but income internationally continues to be significant (38% in 2024 and 34% in 2023).
The profit before taxation, amounted to £29m (2023: £21m) whilst turnover for the year amounted to £58m (2023: £57m).
The Company has net assets of £84m (2023: £172m).

Principal risks and uncertainties

During 2024 the most significant risk to the Company’s profitability was uncertainty over future funding. There was a risk to UK retention rates from the return of national testing and uncertainty over the growth of the international business.
However, the Company has traded well through the period, growing revenue year on year. The UK & International markets have both grown sales driven by strong levels of retention and cross-sell across substantial customer bases.

Financial key performance indicators

Management monitors the performance of the operations regularly and carefully, comparing to both budget and detailed reforecasts (carried out three times per annum) to ensure correct business decisions can be taken, considering both short term performance needs and long term growth.
The Company has also implemented a series of KPI reports to continually assess business performance. These are reviewed and updated regularly.
KPIs monitored on a daily and weekly basis are:
• Sales volume and value
• Sales order pipeline
KPIs monitored monthly are the above plus:
• Cash flow and collections KPI’s
• Risk dashboard
• Product margins
• Operations metrics focusing on key interaction areas with customers such as sales order processing and customer service calls
• Detailed sales, growth and retention metrics.
Critical performance metrics that support the results presented in these accounts are;
• Delivery revenue growth in the year
• Continuation of high margin business with strong cost control

Page 1

GL ASSESSMENT LIMITED

STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

Other key performance indicators

• High customer retention figures and high customer satisfaction figures
• High staff retention rates ensuring continuity of service

This report was approved by the board on 14 November 2025 and signed on its behalf.

Ted Jeffrey Wolf

Director

Page 2

GL ASSESSMENT LIMITED

DIRECTORS' REPORT

FOR THE YEAR ENDED 31 DECEMBER 2024

The directors present their report and the financial statements for the year ended 31 December 2024.

Principal activity

The Company's principal activity is the provision of standardised educational assessments, ancillary data and reports.

Results and dividends

The profit for the year, after taxation, amounted to £25m (2023 - £18m).

During the year the company declared and paid a dividend of £112.8m (2023: £Nil).

Directors

The directors who served during the year were:

Christopher Bauleke

Neal Dittersdorf

Ted Wolf (appointed 1 November 2024)

Nathan Brady (resigned 1 November 2024)

Future developments

The Company is part of the Renaissance Learning Inc group (the “Group”) and the Company’s operations are directly linked to the Group’s operations.

Engagement with suppliers, customers and others

The company continues to provide suppliers and customers with relevant information about the company through regular engagement and communications that may impact them.

Qualifying third party indemnity provisions

Certain directors benefited from qualifying third party indemnity provisions in place during the financial year and at the date of this report.

Matters covered in the Strategic Report

The Companies Act 2006 (Strategic Report and Directors' Report) Regulations 2013 requires a Strategic Report to be prepared. Where mandatory disclosures in the Directors' Report are considered by the directors to be of strategic importance these have been included within the Strategic Report rather than the Directors' Report. It has done so in respect of future prospects, research and development and financial risk management.

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.

Page 3

GL ASSESSMENT LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

Auditors

The auditors, Nyman Libson Paul LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board on 14 November 2025 and signed on its behalf.

Ted Jeffrey Wolf

Director

Page 4

GL ASSESSMENT LIMITED

DIRECTORS' RESPONSIBILITIES STATEMENT

FOR THE YEAR ENDED 31 DECEMBER 2024

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 101 ‘Reduced Disclosure Framework’. 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 judgments and accounting estimates that are reasonable and prudent;

∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

∙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 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.

Page 5

GL ASSESSMENT LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF GL ASSESSMENT LIMITED

Opinion

We have audited the financial statements of GL Assessment Limited (the 'Company') for the year ended 31 December 2024, 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 policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 101 ‘Reduced Disclosure Framework’ (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 2024 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 6

GL ASSESSMENT LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF GL ASSESSMENT 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 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.

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 5, 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 7

GL ASSESSMENT LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF GL ASSESSMENT 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:

∙the nature of the industry and specific sector, the control environment and business performance;

∙results of our enquiries of management about their own identification and assessment of the risks of irregularities;

∙matters identified from the review of company documentation in respect of their policies and procedures relating to:

−identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of non-compliance;

−detecting and responding to the risks of fraud and whether they have knowledge of any actual suspected or alleged fraud;

−internal controls established to mitigate risks of fraud or non-compliance with laws and regulations; and

−matters discussed among the audit engagement team regarding how and where fraud might occur in the financial statements and any potential indicators of fraud.

We also obtained an understanding of the legal and regulatory frameworks that the company operates in, focusing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. The key laws and regulations we considered in this context included UK legislation and regulations in relation to the operation and governance of the company, direct and indirect tax legislation.

In addition, we considered other laws and regulations that could have an effect on the company and result in the imposition of financial or other penalties and litigation. Auditing standards limit the required audit procedures to identify non-compliance with these laws and regulations to enquiry of the directors and other management and inspection of regulatory and legal correspondence, if any. These limited procedures did not identify actual or suspected non-compliance.

All matters in relation to non-compliance with laws and regulations and potential fraud risks were communicated to all members of the engagement team and we remained alert to any indications of non-compliance throughout the audit.

As a result of performing the above, we identified the susceptibility of assets to misappropriation as a potential risk of fraud.

Our procedures to respond to risks identified included the following:

Page 8

GL ASSESSMENT LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF GL ASSESSMENT LIMITED (CONTINUED)

∙reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;

∙enquiries with management concerning actual and potential litigation and claims;

∙assessing the appropriateness and where appropriate with third parties concerning actual and potential litigation and claims;

∙physical inspections of assets;

∙performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;

∙examining minutes of meetings of those charged with governance and correspondence with HMRC and other third parties; and

∙in addressing the risk of fraud through management override of controls, reviewing the appropriateness of journal entries and other adjustments; assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.

There are inherent limitations in the audit procedures described above even though we have properly planned and performed our audit in accordance with auditing standards. The further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. As with any audit, there remained a higher risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations. We did not identify any key audit matters relating to irregularities, including fraud.

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 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 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

London

NW3 5JS

18 November 2025

Page 9

GL ASSESSMENT LIMITED

STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2024


	2024	2023
	£000	£000


Turnover	57,917	56,954
Cost of sales	(7,304)	(9,676)
Gross profit	50,613	47,278
Administrative expenses	(24,788)	(29,209)
Other operating income	793	-
Operating profit	26,618	18,069
Interest payable and similar expenses	(30)	(1,062)
Interest receivable	2,668	3,510
Profit before tax	29,256	20,517
Tax on profit	(2,045)	(2,579)
Profit for the financial year	27,211	17,938

There were no recognised gains and losses for 2024 or 2023 other than those included in the statement of comprehensive income.

There was no other comprehensive income for 2024 (2023:£NIL).

The notes on pages 14 to 34 form part of these financial statements.

Page 10

GL ASSESSMENT LIMITED

REGISTERED NUMBER: 01525617

STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2024

		2024		2023
Note		£000		£000


Fixed assets
Intangible assets	12		12,266		11,464
Tangible fixed assets			795		911
			13,061		12,375
Current assets
Stocks	14	342		546
Debtors: amounts falling due within one year	15	124,367		204,101
		124,709		204,647
Creditors: amounts falling due within one year	16	(50,319)		(43,371)
Net current assets			74,390		161,276
Total assets less current liabilities			87,451		173,651

Creditors: amounts falling due after more than one year	17		(149)		(354)
			87,302		173,297
Provisions for liabilities
Deferred taxation	19	(816)		(1,244)
Other provisions	20	(337)		(337)
			(1,153)		(1,581)

Net assets			86,149		171,716

Capital and reserves
Called up share capital	21	10	10
Share premium account	22	999	999
Profit and loss account	22	85,140	170,707
		86,149	171,716

Page 11

GL ASSESSMENT LIMITED

REGISTERED NUMBER: 01525617

STATEMENT OF FINANCIAL POSITION (CONTINUED)

AS AT 31 DECEMBER 2024

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 14 November 2025.

Ted Jeffrey Wolf

Director

The notes on pages 14 to 34 form part of these financial statements.

Page 12

GL ASSESSMENT LIMITED

STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2024

	Called up share capital	Share premium account	Profit and loss account	Total equity
	£000	£000	£000	£000
At 1 January 2023	10	999	152,769	153,778

Profit for the year	-	-	17,938	17,938

At 1 January 2024	10	999	170,707	171,716

Profit for the year	-	-	27,211	27,211
Dividends: Equity capital	-	-	(112,778)	(112,778)
At 31 December 2024	10	999	85,140	86,149

The notes on pages 14 to 34 form part of these financial statements.

Page 13

GL ASSESSMENT LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

1.	General information

GL Assessment Limited (Company registration is 01525617) is a limited liability Company registered in England and Wales. The registered office is 1st Floor Vantage London, Great West Road, Brentford, Middlesex, TW8 9AG.

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 101 'Reduced Disclosure Framework' and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 101 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 Company has adopted all the new and amended standards which are relevant to the Company and are effective for annual financial periods beginning on or after 1 January 2024. The adoption of these standards did not have any material effect on the financial performance or position of the Company.
A number of new standards and amendments to standards that have been issued are not yet effective and have not been applied in preparing these financial statements. The directors expect that the adoption of these new and amended standards will have no material impact on the financial statements in the year of initial application.

The following principal accounting policies have been applied:

2.2

Financial Reporting Standard 101 - reduced disclosure exemptions

The Company has taken advantage of the following disclosure exemptions under FRS 101:

∙the requirements of IFRS 7 Financial Instruments: Disclosures

∙the requirements of paragraphs 91-99 of IFRS 13 Fair Value Measurement

∙the requirements of IAS 7 Statement of Cash Flows

∙the requirements of paragraph 17 and 18A of IAS 24 Related Party Disclosures

∙the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or more members of a group, provided that any subsidiary which is a party to the transaction is wholly owned by such a member

This information is included in the consolidated financial statements of Renaissance Learning Inc as at 31/12/2024 and these financial statements may be obtained from http://www.renlearn.com.

Page 14

GL ASSESSMENT LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.3

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP and amounts in the financial statements are rounded to the nearest £000.

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.

2.4

Turnover

Revenue is attributable to the sales of digital licenses and physical products.
Under IFRS 15, revenue is recognised at an amount that reflects the consideration to which the Company is expected to be entitled in exchange for transferring goods or services to a customer.
For each contract with a customer, the Company:

∙identifies the contract with a customer;

∙identifies the performance obligations in the contract;

∙determines the transaction price which, where relevant, takes into account estimates of variable
consideration and the time value of money;

∙allocates the transaction price to the separate performance obligations on the basis of the
relative stand-alone selling price of each distinct good or service to be delivered; and

∙recognises revenue when or as each performance obligation is satisfied in a manner that depicts the transfer to the customer of the goods or services promised.

Revenue from the sale of physical products is subject to a single performance obligation and is recognised at a point in time when the customer has accepted delivery of the goods. Amounts disclosed as revenue are net of sales returns and discounts. Consideration is payable by the customer once the goods have been accepted.
Revenue from the sale of annual licences for hosted products is subject to a single performance obligation where the revenue is recognised over time on a straight line basis. Where online credits are issued to use the platform, revenue is recognised as credits are redeemed. This policy reflects the continuous transfer of the service to the customer throughout the licence period. Where usage data is not maintained, revenue is recognised on a straight line basis over the period of the licence. Consideration is payable by the customer at the start of the licence period.

Page 15

GL ASSESSMENT LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.5

Leases

The Company as a lessee

The Company assesses whether a contract is or contains a lease, at inception of a contract. The Company recognises a right-of-use asset and a corresponding lease liability with respect to all lease agreements in which it is the lessee, except for short-term leases (defined as leases with a lease term of 12 months or less) and leases of low value assets. For these leases, the Company recognises the lease payments as an operating expense on a straight-line basis over the term of the lease unless another systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted by using the rate implicit in the lease. If this rate cannot be readily determined, the Company uses its incremental borrowing rate of 7% for the new lease.

Lease payments included in the measurement of the lease liability comprise:

∙fixed lease payments (including in-substance fixed payments), less any lease incentives;

The lease liability is included in 'Creditors' on the Statement of Financial Position.

The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability (using the effective interest method) and by reducing the carrying amount to reflect the lease payments made.

The right-of-use assets comprise the initial measurement of the corresponding lease liability, lease payments made at or before the commencement day and any initial direct costs. They are subsequently measured at cost less accumulated depreciation and impairment losses.

Right-of-use assets are depreciated over the shorter period of lease term and useful life of the underlying asset. If a lease transfers ownership of the underlying asset or the cost of the right-of-use asset reflects that the Company expects to exercise a purchase option, the related right-of-use asset is depreciated over the useful life of the underlying asset. The depreciation starts at the commencement date of the lease.

The right-of-use assets are included in the 'Tangible Fixed Assets' line, as applicable, in the Statement of Financial Position.

The Company applies IAS 36 to determine whether a right-of-use asset is impaired and accounts for any identified impairment loss as described in note 2.11.

As a practical expedient, IFRS 16 permits a lessee not to separate non-lease components, and instead account for any lease and associated non-lease components as a single arrangement. The Company has used this practical expedient.

Page 16

GL ASSESSMENT LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.6

Research and development

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives, which range from 3 to 6 years.
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.

2.7

Interest income

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

2.8

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.

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GL ASSESSMENT LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.9

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.

2.10

Intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

The estimated useful lives range as follows:

				Development expenditure	-		3 to 10 years
				Copyrights and Licenses	-		33%

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.

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GL ASSESSMENT LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.11

Tangible fixed assets (continued)

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.

Depreciation is provided on the following basis:

				Long-term leasehold property	-	Over the lease term
				Fixtures and fittings	-	Five 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

Impairment

Management carries out a regular review of the status of the assets of the Company to determine whether there is any indication that these assets have suffered any impairment.
If such an indication exists, the recoverable amount of the asset is estimated in order to determine the extent of impairment, which is then recognised in profit or loss. Management checks whether there is objective evidence that the assets are impaired and that the fair values have declined.
Management estimates of the impairment are based on critical evaluation of the economic circumstances
involved, historical experience and other factors considered to be relevant.

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 weighted average basis. Work in progress and finished goods include labour and attributable overheads.

At each reporting date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

2.14

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

Page 19

GL ASSESSMENT LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.15

Creditors

Creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers.

Creditors are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method.

2.16

Provisions for liabilities

Provisions are made where an event has taken place that gives the Company a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.
Provisions are charged as an expense to profit or loss in the year that the Company becomes aware of the obligation, and are measured at the best estimate at the reporting date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.
When payments are eventually made, they are charged to the provision carried in the Statement of Financial Position.

2.17

Licence Fees

Licence fees are capitalised as intangibles at their cost and amortised on a straight line basis over the period to which the licence relates.

Page 20

GL ASSESSMENT LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.18

Financial instruments

The Company recognises financial instruments when it becomes a party to the contractual arrangements of the instrument. Financial instruments are de-recognised when they are discharged or when the contractual terms expire. The Company's accounting policies in respect of financial instruments transactions are explained below:
Financial assets
The Company classifies all of its non-derivative financial assets as assets held at amortised cost.
Loans and receivables
Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They arise principally through the provision of goods and services to customers (e.g. trade receivables), but also incorporate other types of contractual monetary asset.They are initially recognised at fair value plus transaction costs that are directly attributable to their acquisition or issue, and are subsequently carried at amortised cost using the effective interest rate method, less provision for impairment.
The Company uses an allowance matrix to measure the expected credit losses and impairments of trade and other receivables from individual customers, which comprise a very large number of small balances. The main components of this allowance are a specific loss component that relates to individually significant exposures, and a known loss component based on historical data for similar financial assets. Loss rates are based on actual credit loss experience over the past seven years and are calculated separately for exposures in different segments based on the following common credit risk characteristics – geographic region, age of customer relationship and type of product purchased.
Financial liabilities
The Company classifies all of its financial liabilities as liabilities at amortised cost.
Loans and payables
Financial liabilities at amortised cost including bank borrowings are initially recognised at fair value net of any transaction costs directly attributable to the issue of the instrument. Such interest bearing liabilities are subsequently measured at amortised cost using the effective interest rate method,which ensures that any interest expense over the period to repayment is at a constant rate on the balance of the liability carried into the Statement of Financial Position.

2.19

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.

Page 21

GL ASSESSMENT LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

3.	Judgments in applying accounting policies and key sources of estimation uncertainty

Preparation of the financial statements requires management to make significant judgments and estimates. The items in the financial statements where these judgments and estimates have been made include:
Revenue recognition
Estimates are necessary in order to evaluate the expected usage of digital services by customers in the future, on licences that straddle the year end.
The estimates used to assess revenue recognition on digital services, involve applying judgements using the historical usage patterns of customers and projecting these into the future, whilst also taking account of any changes to the nature or delivery of these licences that may affect future usage.
Capitalised research & development expenditure
It is the Company's policy to capitalise development expenditure and to amortise this expenditure over the estimated life of the asset. Expenditure incurred to date relates primarily to the following:
• certain external costs associated with developing new assessments; and
• certain internal and external costs associated with further development of the Company's digital platform,
Testwise.
The Directors have adjudged these costs to meet the relevant criteria of IAS 38 "Intangible Assets".
In determining the development expenditures to be capitalized, the Company makes estimates and assumptions based on expected future economic benefits generated by the assessments and the platformthat are the result of these development expenditures. Other important estimates and assumptions in this assessment process include the distinction between Research and Development and the estimated useful life.
Amounts due from Group undertakings
The directors consider all amounts due from Group undertakings to be recoverable.

Page 22

GL ASSESSMENT LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

Turnover

Analysis of turnover by country of destination:


					2024	2023
					£000	£000

United Kingdom	36,046	37,481
Rest of Europe	4,099	4,172
Rest of the world	17,772	15,301
	57,917	56,954

Timing of revenue recognition:
	2024	2023
	£000	£000


Goods and services transferred at a point in time	-	7,493
Goods and services transferred over time	57,917	49,461
	57,917	56,954

Revenue from sales of goods are recognized at the point of sale and revenue from sales of services are recognized over time in line with the revenue policy outlined in note 2.

5.	Other operating income
		2024	2023
		£000	£000

Other operating income	793	-
	793	-

Page 23

GL ASSESSMENT LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

Depreciation of tangible fixed assets	150	131
Amortisation of intangible assets, including goodwill	5,307	4,537
Exchange differences	63	-
	-	-

Remuneration of the auditor, borne by a fellow group undertaking

Page 24

GL ASSESSMENT LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

Wages and salaries	-	11,268
Social security costs	-	1,212
Cost of defined contribution scheme	-	592
	-	13,072

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

	2024	2023
	No.	No.

Production	-	59
Selling and Marketing	-	80
Administration	-	54

	0	193

At the start of the year, all the employees of the Company were transferred to a fellow group company.

9.	Interest receivable
		2024	2023
		£000	£000

Group interest receivable

2,668

3,510

10.	Interest payable and similar expenses
		2024	2023
		£000	£000

Bank interest payable	(3)	1
Other loan interest payable	-	1,031
Finance leases and hire purchase contracts	33	30
	30	1,062

Page 25

GL ASSESSMENT LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

Corporation tax
Current tax on profits for the year	2,473	3,569
	2,473	3,569

Total current tax	2,473	3,569

Deferred tax
Deferred tax - current year	(428)	(990)
Total deferred tax	(428)	(990)


	Tax on profit	2,045	2,579

Page 26

GL ASSESSMENT LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

11.Taxation (continued)

Profit on ordinary activities before tax

29,256

20,517

Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 23.52%)	7,314	4,826
Effects of:
Expenses not deductible for tax purposes, other than goodwill amortisation and impairment	912	1,753
Adjustments to tax charge in respect of prior periods	(797)	(233)
Other timing differences leading to an increase (decrease) in taxation	(432)	(800)
Non-taxable income	(478)	(902)
Adjustment in research and development tax credit leading to an increase (decrease) in the tax charge	(73)	78
Changes in provisions leading to an increase (decrease) in the tax charge	-	(59)
Unrelieved tax losses carried forward	-	(129)
Group relief	(4,401)	(1,955)
Total tax charge for the year	2,045	2,579

Factors that may affect future tax charges

There were no factors that may affect future tax charges.

Page 27

GL ASSESSMENT LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

12.	Intangible assets

	Development expenditure	Copyrights and licenses	Total
	£000	£000	£000
Cost
At 1 January 2024	49,935	2,168	52,103
Additions - internal	6,109	-	6,109
Disposals	(17,918)	-	(17,918)
Revaluation surplus	3,461	-	3,461
At 31 December 2024	41,587	2,168	43,755
Amortisation
At 1 January 2024	38,471	2,168	40,639
Charge for the year on owned assets	5,307	-	5,307
On disposals	(17,918)	-	(17,918)
On revalued assets	3,461	-	3,461
At 31 December 2024	29,321	2,168	31,489
Net book value
At 31 December 2024	12,266	-	12,266
At 31 December 2023	11,464	-	11,464

Page 28

GL ASSESSMENT LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

13.	Tangible fixed assets

	Leasehold property	Fixtures and fittings	Total
	£000	£000	£000
Cost or valuation
At 1 January 2024	1,452	279	1,731
Additions	-	35	35
At 31 December 2024	1,452	314	1,766
Depreciation
At 1 January 2024	710	110	820
Charge for the year on owned assets	-	38	38
Charge for the year on right-of-use assets	113	-	113
At 31 December 2024	823	148	971
Net book value
At 31 December 2024	629	166	795
At 31 December 2023	742	169	911

Page 29

GL ASSESSMENT LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

Finished goods and goods for resale	342	546
	342	546

Stock recognised as an expense and included in 'cost of sales' amounted to £383,583 (2023: £582,497). An impairment provision of £39,481 (2023: £37,513) has been recognised against stock.

15.

Debtors


					2024	2023
					£000	£000


Trade debtors	3,217	3,109
Amounts owed by group undertakings	112,854	198,270
Other debtors	-	45
Prepayments and accrued income	83	396
Tax recoverable	8,213	2,281
	124,367	204,101

The amounts owed by group undertakings are unsecured, repayable on demand and are charged interest at 1.5%.

Page 30

GL ASSESSMENT LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

16.	Creditors: Amounts falling due within one year
		2024	2023
		£000	£000

Trade creditors	1,265	1,993
Amounts owed to group undertakings	32,035	23,410
Other taxation and social security	-	450
Lease liabilities	123	110
Other creditors	2	-
Accruals and deferred income	16,894	17,408
	50,319	43,371

The amounts owed by group undertakings are unsecured, repayable on demand and are charged interest at 1.5%.

17.	Creditors: Amounts falling due after more than one year
		2024	2023
		£000	£000

Lease liabilities	149	354
	149	354

Page 31

GL ASSESSMENT LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

18.	Leases
	Company as a lessee
	The Company has recognised lease liabilities and right-of-use assets for the properties that the Company leases for the purposes of carrying on their trade. All of their right-of-use assets are under the category of Leasehold property.
	Lease liabilities are due as follows:
		2024	2023
		£000	£000

Not later than one year	123	110
Between one year and five years	149	354
	272	464

Contractual undiscounted cash flows are due as follows:
	2024	2023
	£000	£000

Not later than one year	143	146
Between one year and five years	251	426
	394	572

There is no significant liquidity risk in relation to lease liabilities.

The following amounts in respect of leases, where the Company is a lessee, have been recognised in profit or loss:
	2024	2023
	£000	£000

	Interest expense on lease liabilities	33	31
	Depreciation charged on right of use assets	113	101

Page 32

GL ASSESSMENT LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

19.	Deferred taxation

		2024
		£000

	At beginning of year	(1,244)
	Charged to profit or loss	428
	At end of year	(816)

The provision for deferred taxation is made up as follows:
	2024	2023
	£000	£000

	Accelerated capital allowances	(816)	(1,244)
		(816)	(1,244)

20.	Provisions

		Onerous Lease Provision
		£000

	At 1 January 2024	337
	At 31 December 2024	337

The provision is intended to cover any potential costs of dilapidations at the end of the lease term at the Swindon offices.

Page 33

GL ASSESSMENT LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

21.	Share capital
		2024	2023
		£000	£000

Allotted, called up and fully paid

10,000 (2023 - 10,000) Ordinary shares of £1.00 each	10	10

The ordinary shares have the right to one vote per share and there are no restrictions over dividends.

22.

Reserves

Share premium account

The share premium account records the amount above the nominal value received for shares sold, less transaction costs

Profit and loss account

The profit and loss account includes all current and prior period retained profits and losses. All are considered distributable

23.	Pension commitments

The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £Nil (2023 - £592,000) . Contributions totalling £Nil (2023 - £NIL) were payable to the fund at the reporting date and are included in creditors.

24.	Subsequent Events

There were no subsequent events at the date of signing.

25.	Ultimate Parent Undertaking and Controlling party

At 31 December 2024, the immediate parent Company was GL Education Group Limited, a Company incorporated and registered in England and Wales. The results of the Company are included within the consolidated accounts of the ultimate parent Renaissance Learning Inc, which is jointly controlled by Francisco Partners and Blackstone Inc at 31 December 2024.

Page 34