ACCOUNTS - Final Accounts preparation

Operating (loss)/profit

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

Registered number: 02603456

GL EDUCATION GROUP LIMITED

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

GL EDUCATION GROUP LIMITED

COMPANY INFORMATION

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


Company secretary	Roxburgh Milkins Limited


Registered number	02603456


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 EDUCATION GROUP 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 - 29

GL EDUCATION GROUP LIMITED

STRATEGIC REPORT

FOR THE YEAR ENDED 31 DECEMBER 2024

Business review

The results for the year are shown in the statement of comprehensive income on page 9.
The Company acts as the main holding company for its immediate trading subsidiaries for which it acts as a cost centre and makes intragroup recharges accordingly.
The profit for the year, after taxation, amounted to £89m (2023: £1m loss) whilst turnover for the year amounted to £Nil (2023: £Nil).
The Company has net liabilities of £15.7m (2023: £8.1m net assets).

Principal risks and uncertainties

During 2024 the most significant risk to the Group’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.

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 Group has also implemented a series of KPI reports to continually assess business performance in relation to the principal trading subsidiary. 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 of both Group revenue and profit growth in the year
• Continuation of high margin business with strong cost control

Future Prospects

The Company is part of the Renaissance Learning Inc group (the “Group”) and the Company’s ability to operate as a going concern is directly linked to the Group’s position.

Page 1

GL EDUCATION GROUP LIMITED

STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

Section 172 (1) Statement

The Directors can confirm that they have considered broader matters when performing their duties, specifically with regard to promoting the success of the Company for shareholders as a whole.
In developing the Company’s strategy, the Directors and Senior Management Team consistently engage with employees, customers and suppliers as well as shareholders to develop the right outcomes. Specific examples include:
• Review of business unit long term projections and KPI’s to ensure investment and focus continues to be paid to the right areas for the long term as well as short term prospects of the Company.
• Bi-annual strategy and operating reviews with major suppliers to discuss relationship priorities going forward.
• Regular engagement with employees through regular business town halls and detailed discussion sessions with a smaller “Management Forum” group.
• Market research discussions with customers to ascertain their priority and focus areas as these evolve and develop.
• Ensuring the highest standards of business conduct are upheld through maintenance of a risk register, clear and updated HR policies and well documented objective and performance review processes.

This report was approved by the board on 18 November 2025 and signed on its behalf.

Ted Jeffrey Wolf

Director

Page 2

GL EDUCATION GROUP 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 that of a holding company. The principal activity of its subsidiary is the supply of standardised educational assessments and ancillary data and reports.

Results and dividends

The profit for the year, after taxation, amounted to £89m (2023 - £1m loss).

During the year the company declared and paid a dividend of £112.7m (2023: £Nil).

Directors

The directors who served during the year were:

Christopher Bauleke

Neal Dittersdorf

Ted Jeffrey Wolf (appointed 1 November 2024)

Nathan Brady (resigned 1 November 2024)

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 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.

Auditors

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

Page 3

GL EDUCATION GROUP LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

This report was approved by the board on 18 November 2025 and signed on its behalf.

Ted Jeffrey Wolf

Director

Page 4

GL EDUCATION GROUP 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 EDUCATION GROUP LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF GL EDUCATION GROUP LIMITED

Opinion

We have audited the financial statements of GL Education Group 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 EDUCATION GROUP LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF GL EDUCATION GROUP 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 EDUCATION GROUP LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF GL EDUCATION GROUP 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 and regulations for the construction of buildings.

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 EDUCATION GROUP LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF GL EDUCATION GROUP 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 EDUCATION GROUP LIMITED

STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2024

	2024	2023
Note	£000	£000


Administrative expenses		(697)	(69)
Other operating income		-	335
Operating (loss)/profit	5	(697)	266
(Loss)/profit on disposal of investments		(49,721)	-
Income recievable and similar income		141,600	3,475
Interest payable and similar expenses		(2,197)	(4,602)
Profit/(loss) before tax		88,985	(861)
Tax on profit/(loss)		-	(521)
Profit/(loss) for the financial year		88,985	(1,382)

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 29 form part of these financial statements.

Page 10

GL EDUCATION GROUP LIMITED

REGISTERED NUMBER: 02603456

STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2024

		2024		2023
Note		£000		£000


Fixed assets
Intangible assets	11		104		78
Tangible fixed assets	12		721		1,135
Fixed Asset Investments	13		18,251		42,634
			19,076		43,847
Current assets
Debtors: amounts falling due within one year	14	74,825		209,785
Cash at bank and in hand		13,221		5,448
		88,046		215,233
Creditors: amounts falling due within one year	15	(114,330)		(242,256)
Net current liabilities			(26,284)		(27,023)
Total assets less current liabilities			(7,208)		16,824

Creditors: amounts falling due after more than one year	16		(8,169)		(8,408)
			(15,377)		8,416
Provisions for liabilities
Other provisions		(346)		(346)
			(346)		(346)

Net assets excluding pension asset			(15,723)		8,070
Net (liabilities)/assets			(15,723)		8,070

Capital and reserves
Other reserves	20	6,108	6,108
Profit and loss account	20	(21,831)	1,962
		(15,723)	8,070

Page 11

GL EDUCATION GROUP LIMITED

REGISTERED NUMBER: 02603456

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 18 November 2025.

Ted Jeffrey Wolf

Director

The notes on pages 14 to 29 form part of these financial statements.

Page 12

GL EDUCATION GROUP LIMITED

STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2024

	Other reserves	Profit and loss account	Total equity
	£000	£000	£000
At 1 January 2023	-	3,344	3,344

Loss for the year	-	(1,382)	(1,382)
Capital contribution	6,108	-	6,108

At 1 January 2024	6,108	1,962	8,070

Profit for the year	-	88,985	88,985
Dividends: Equity capital	-	(112,778)	(112,778)
At 31 December 2024	6,108	(21,831)	(15,723)

The notes on pages 14 to 29 form part of these financial statements.

Page 13

GL EDUCATION GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

1.	General information

GL Education Group Limited (Company registration number 02603456) 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 financial statements are prepared in sterling which is the functional currency of the Company and rounded to the nearest £000.

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 Group as at 31st December 2024 and these financial statements may be obtained from http://www.renlearn.com.

The Company proposes to continue to adopt the reduced disclosure framework of FRS 101 in its next financial statements.
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.

Page 14

GL EDUCATION GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

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.

2.4

Turnover

Turnover is recognised to the extent that it is probable that the economic benefits will flow to the Company and the turnover can be reliably measured. Turnover 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 turnover is recognised:

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.

2.5

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.

Page 15

GL EDUCATION GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.6

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.

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 term of the lease
				Computer equipment	-	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.

2.7

Investments

Investments in subsidiaries are measured at cost less accumulated impairment.

2.8

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.

2.9

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.

2.10

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.

Page 16

GL EDUCATION GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.11

Government grants

Government grants received on capital expenditure are initially recognised within deferred income on the Company's Statement of Financial Position and are subsequently recognised in profit or loss on a systematic basis over the useful life of the related capital expenditure.
Grants for revenue expenditure are presented as part of the profit or loss in the periods in which the expenditure is recognised.

2.12

Taxation

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.

2.13

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the Company but are presented separately due to their size or incidence.

2.14

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 and financial liabilities are initially measured at fair value.

Financial assets

All recognised financial assets are subsequently measured in their entirety at either fair value or amortised cost, depending on the classification of the financial assets.

Page 17

GL EDUCATION GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.14

Financial instruments (continued)

Fair value through profit or loss

All of the Company's financial assets are subsequently measured at fair value at the end of each reporting period, with any fair value gains or losses being recognised in profit or loss to the extent they are not part of a designated hedging relationship. The net gain or loss recognised in profit or loss includes any dividend or interest earned on the financial asset.

Financial liabilities

At amortised cost

Financial liabilities which are neither contingent consideration of an acquirer in a business combination, held for trading, nor designated as at fair value through profit or loss are subsequently measured at amortised cost using the effective interest method. This is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments through the expected life of the financial liability, or where appropriate a shorter period, to the amortised cost of a financial liability.

2.15

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.

Deferred tax liabilities are also presented within provisions but are measured in accordance with the accounting policy on taxation.

Increases in provisions are generally charged as an expense to profit or loss.

2.16

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 4% for all leases.

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

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

Page 18

GL EDUCATION GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.16

Leases (continued)

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 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 2.6.

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.

2.17

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.

2.18

Preference share capital

Preference share capital is classified as equity if it is non-redeemable and any dividends are discretionary, or is redeemable but only at the Company's option. Dividends on preference share capital classed as equity are recognised as distributions within equity.
Preference share capital is classified as a liability if it is redeemable on a specific date or at the option of the shareholders or if dividend payments are non-discretionary. Dividends thereon are recognised in the profit and loss account as interest expense.

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

Given the simple nature of the entity, management do not consider there to be an significant judgements when applying accounting policies or any key areas of estimation uncertainty.

Page 19

GL EDUCATION GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

4.	Other operating income
		2024	2023
		£000	£000

Other operating income	-	335
	-	335

The Company collected costs on behalf of the group and recharged these at cost, plus a mark-up of 7.5% based on relevant cost drivers in the prior year.

Depreciation of tangible fixed assets	412	383
Auditor's remuneration	50	180
	-	-

Costs suffered on behalf of other group companies are recharged to the relevant company in line with the level of costs incurred.

Employees

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

	2024	2023
	No.	No.

Administration	3	3

7.	Directors' remuneration

Directors’ remuneration of the GLE UK Topco Limited group, totalling £Nil (2023: £1m) was borne by GL Education Group Limited in the prior period. These costs are not allocated or recharged between group companies.
During the period the highest paid director received remuneration and other emoluments of £Nil (2023: £0.65m) and pension contributions of £Nil (2023: £Nil).
No (2023:1) director is making contributions to a defined contribution pension scheme. Other than the directors, no key management have been identified.

Page 20

GL EDUCATION GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

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

Interest payable to group undertakings	2,309	4,551
Bank interest payable	(163)	(2)
Interest on lease liabilities	51	54
	2,197	4,603

Corporation tax
Current tax on profits for the year	-	521
	-	521

Total current tax	-	521

	Deferred tax
	Total deferred tax	-	-


	Tax on profit/(loss)	-	521

Page 21

GL EDUCATION GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

9.Taxation (continued)

Profit/(loss) on ordinary activities before tax

88,985

(861)

Profit/(loss) on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 23.5%)	22,246	(202)
Effects of:
Expenses not deductible for tax purposes, other than goodwill amortisation and impairment	10,430	-
Fixed asset differences	(8)	-
Exempt ABGH distributions	(35,400)	-
Adjustments to tax charge in respect of prior periods - deferred tax	-	(19)
Non-taxable income	(12)	-
Adjustments to brought forward values	(1)	(1)
Remeasurement of deferred tax for changes in tax rates	-	(6)
Movement in deferred tax not recognised	(245)	643
Other differences leading to an increase (decrease) in the tax charge	2,001	1
Group relief	989	105
Total tax charge for the year	-	521

Factors that may affect future tax charges

There were no factors that may affect future tax charges.

10.	Dividends
		2024	2023
		£000	£000

	Interim dividend	112,778	-
		112,778	-

Page 22

GL EDUCATION GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

11.	Intangible assets

		Trademarks
		£000
	Cost
	At 1 January 2024	78
	Additions - internal	26
	At 31 December 2024	104

	Net book value
	At 31 December 2024	104
	At 31 December 2023	78

Page 23

GL EDUCATION GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

12.	Tangible fixed assets

	Long-term leasehold property	Computer equipment	Total
	£000	£000	£000
Cost or valuation
At 1 January 2024	2,420	4,615	7,035
Additions	-	31	31
Disposals	-	(33)	(33)
At 31 December 2024	2,420	4,613	7,033
Depreciation
At 1 January 2024	1,554	4,346	5,900
Charge for the year on owned assets	284	129	413
At 31 December 2024	1,838	4,475	6,313
Net book value
At 31 December 2024	582	138	720
At 31 December 2023	866	269	1,135

13.	Fixed asset investments

		Investments in subsidiary companies
		£000
	Cost or valuation
	At 1 January 2024	42,634
	Additions	17,338
	Disposals	(41,721)
	At 31 December 2024	18,251

Page 24

GL EDUCATION GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

Subsidiary undertaking
The following was a subsidiary undertaking of the Company:
Name	Registered office	Class of shares	Holding

GL Assessment Limited

1st Floor, Vantage London, Great West Road, Brentford, Middlesex, TW9 9AG

Ordinary

100%

14.

Debtors

					2024	2023
					£000	£000


Amounts owed by group undertakings	74,623	200,421
Other debtors	194	9,000
Prepayments and accrued income	8	77
Tax recoverable	-	287
	74,825	209,785

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

Trade creditors	5	-
Amounts owed to group undertakings	112,925	241,579
Other taxation and social security	783	281
Lease liabilities	396	367
Other creditors	32	1
Accruals and deferred income	189	28
	114,330	242,256

Page 25

GL EDUCATION GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

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

Lease liabilities	169	408
Share capital treated as debt	8,000	8,000
	8,169	8,408

17.	Deferred taxation

		2023
		£000

	At beginning of year	520
	Charged to profit or loss	(520)
	At end of year	-

18.	Provisions

	Onerous lease provision	Sales Tax Provision	Total
	£000	£000	£000

At 1 January 2024	321	25	346
At 31 December 2024	321	25	346

The onerous lease provision (£112k) relates to an onerous lease for an old building vacated in December 2016, that remained under lease until October 2017, of which a settlement agreement for the above amount was made at this date but not yet paid.
The additional provision (£234k) added during the previous year relates to the Head Office dilapidation provision.

Page 26

GL EDUCATION GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

Allotted, called up and fully paid

76 (2023 - 76) "A" Ordinary shares shares of £1.00 each	-	-
25 (2023 - 25) "B" Oridnary shares shares of £1.00 each	-	-

	-	-

	2024	2023
	£000	£000
Shares classified as debt

Allotted, called up and fully paid

8,000,000 (2023 - 8,000,000) "D" Redeemable preference shares shares of £1.00 each	8,000	8,000

The preference shares comprise 200 "C" 7% preference shares of £1 each, and 8,000,000 "D" 6.5% redeemable preference shares of £1 each.
The "C" preference shares were issued at par on 20 December 1994. The "C" preference shares carry a dividend of 7% per annum, payable half-yearly in arrears on 30 June and 31 December. The dividend rights are non-cumulative and the shares carry no voting rights. On a winding up of the Company the "C" preference shareholders have a right to receive £1 per share plus any accrued dividend.
The "D" preference shares were issued at par on 27 November 1996. The "D" preference shares carry a dividend of 6.5% per annum, payable annually in arrears on 31 December. The dividend rights are non-cumulative. The "D" preference shares carry no votes at meetings unless the Company fails to redeem the shares on the redemption date or business of the meeting includes a resolution for the winding up of the Company or altering the rights attaching to the "D" preference shares, in which event each holder will be entitled to one vote on a show of hands or one vote per share on a poll.
On winding up of the Company the "D" preference shareholders have a right to receive £1 per share plus any accrued dividend. The "D" shares were due to be redeemed on 27 November 2001. However, the holders of the "D" preference shares have undertaken not to redeem the shares in the foreseeable future and waived rights to dividends. The holders of the "D" preference shares have committed to giving 30 days notice before any future redemption is to take place.

Page 27

GL EDUCATION GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

20.

Reserves

Capital Contribution

The capital contribution reserve relates to long-term funding provided by the parent entities. These contributions are non-refundable , have no entitlement to interest or assets of the Company on winding up and the reserve is considered distributable.

Profit and loss account

The profit and loss account includes all current and prior period retained profits and losses.

21.	Related party transactions
	The Group has taken advantage of the exemption permitted under IAS 24 not to disclose details of related party transactions with entities within the Group headed by the Company.

Page 28

GL EDUCATION GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

22.	Leases
	Company as a lessee
	The group has recognised lease liabilities and right-of-use assets for the properties that the Group 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	396	367
Between one year and five years	169	408
	565	775

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

Not later than one year	342	342
Between one year and five years	185	513
	527	855

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

	Expenses relating to short-term leases	51	53
	Depreciation charged on right-of-use asset	251	252

23.	Post balance sheet events

There were no subsequent events at the date of signing.

24.	Controlling party

At 31 December 2024, the immediate parent company is Renaissance Learning UK 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 29

GL EDUCATION GROUP LIMITED

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