Caseware UK (AP4) 2024.0.164 2024.0.164 2024-12-312024-12-31truetruetruetruetruefalseThe principal activity of the Company in the year under review was that of sales support and marketing of advertising solutions2024-01-01false8993truefalse 8341650 2024-01-01 2024-12-31 8341650 2023-01-01 2023-12-31 8341650 2024-12-31 8341650 2023-12-31 8341650 2023-01-01 8341650 1 2024-01-01 2024-12-31 8341650 1 2023-01-01 2023-12-31 8341650 2 2024-01-01 2024-12-31 8341650 2 2023-01-01 2023-12-31 8341650 4 2024-01-01 2024-12-31 8341650 4 2023-01-01 2023-12-31 8341650 d:Director1 2024-01-01 2024-12-31 8341650 d:RegisteredOffice 2024-01-01 2024-12-31 8341650 e:ComputerEquipment 2024-01-01 2024-12-31 8341650 e:ComputerEquipment 2024-12-31 8341650 e:ComputerEquipment 2023-12-31 8341650 e:ComputerEquipment e:OwnedOrFreeholdAssets 2024-01-01 2024-12-31 8341650 e:CurrentFinancialInstruments 2024-12-31 8341650 e:CurrentFinancialInstruments 2023-12-31 8341650 e:CurrentFinancialInstruments e:WithinOneYear 2024-12-31 8341650 e:CurrentFinancialInstruments e:WithinOneYear 2023-12-31 8341650 e:UKTax 2024-01-01 2024-12-31 8341650 e:UKTax 2023-01-01 2023-12-31 8341650 e:ShareCapital 2024-01-01 2024-12-31 8341650 e:ShareCapital 2024-12-31 8341650 e:ShareCapital 2023-01-01 2023-12-31 8341650 e:ShareCapital 2023-12-31 8341650 e:ShareCapital 2023-01-01 8341650 e:RetainedEarningsAccumulatedLosses 2024-01-01 2024-12-31 8341650 e:RetainedEarningsAccumulatedLosses 2024-12-31 8341650 e:RetainedEarningsAccumulatedLosses 2 2024-01-01 2024-12-31 8341650 e:RetainedEarningsAccumulatedLosses 2023-01-01 2023-12-31 8341650 e:RetainedEarningsAccumulatedLosses 2023-12-31 8341650 e:RetainedEarningsAccumulatedLosses 2023-01-01 8341650 e:RetainedEarningsAccumulatedLosses 2 2023-01-01 2023-12-31 8341650 d:OrdinaryShareClass1 2024-01-01 2024-12-31 8341650 d:OrdinaryShareClass1 2024-12-31 8341650 d:OrdinaryShareClass1 2023-12-31 8341650 d:FRS102 2024-01-01 2024-12-31 8341650 d:Audited 2024-01-01 2024-12-31 8341650 d:FullAccounts 2024-01-01 2024-12-31 8341650 d:PrivateLimitedCompanyLtd 2024-01-01 2024-12-31 8341650 e:WithinOneYear 2024-12-31 8341650 e:WithinOneYear 2023-12-31 8341650 7 2024-01-01 2024-12-31 8341650 e:ShareCapital 2 2024-01-01 2024-12-31 8341650 e:ShareCapital 2 2023-01-01 2023-12-31 8341650 e:AcceleratedTaxDepreciationDeferredTax 2024-12-31 8341650 e:AcceleratedTaxDepreciationDeferredTax 2023-12-31 8341650 e:TaxLossesCarry-forwardsDeferredTax 2024-12-31 8341650 e:TaxLossesCarry-forwardsDeferredTax 2023-12-31 8341650 e:RetirementBenefitObligationsDeferredTax 2024-12-31 8341650 e:RetirementBenefitObligationsDeferredTax 2023-12-31 8341650 f:PoundSterling 2024-01-01 2024-12-31 xbrli:shares iso4217:GBP xbrli:pure

Registered number: 8341650









RIMINI STREET LIMITED









ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

 
RIMINI STREET LIMITED
 
 
COMPANY INFORMATION


Director
S Ravin 




Registered number
8341650



Registered office
Suite 4
7th Floor

50 Broadway

London

SW1H 0DB




Independent auditor
Nortons Assurance Limited
Chartered Accountants and Statutory Auditor

Second Floor

NOW Building

Thames Valley Park

Reading

Berkshire

RG6 1RB





 
RIMINI STREET LIMITED
 

CONTENTS



Page
Strategic Report
1 - 4
Director's Report
5 - 6
Independent Auditor's Report
7 - 10
Profit and Loss Account
11
Balance Sheet
12
Statement of Changes in Equity
13
Notes to the Financial Statements
14 - 25


 
RIMINI STREET LIMITED
 
 
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024

Introduction
 
The director presents his strategic report for the year ended 31 December 2024.

Business review
 
Rimini Street, Inc. ("Parent Company") is a global provider of end-to-end enterprise software support, products and services. The Parent Company offers a comprehensive portfolio of unified solutions to run, manage, support, customize, configure, connect, protect, monitor, and optimize clients’ enterprise application, database, and technology software platforms.
We founded Rimini Street Inc. to disrupt and redefine the enterprise software support market by developing and delivering innovative new solutions that filled a then-unmet need in the enterprise software market. We became and remain the leading independent software support provider for enterprise software based on both the number of active clients supported and recognition by industry analyst firms.
Over the years, as our reputation for technical capability, value, innovation, responsiveness and trusted reliability grew, clients and prospects began asking us to expand the scope of our support, product and service offerings to meet other current and evolving needs and opportunities related to their enterprise software. We also heard from prospects and clients that their goals include reducing the number of IT vendors to more manageable numbers from a governance perspective, with a desire to select vendors who can provide a wider scope of IT services and become true trusted partners.
To meet the needs of our clients and prospects and to service what we believe is a significantly expanded addressable market opportunity, we continue to expand our solutions portfolio (our “Solutions Portfolio”) to a wider array of enterprise software – including an expanded list of supported software for VMware; managed services for Oracle, SAP, Salesforce®, IBM, ServiceNow®, and open-source database software; and new solutions for security, interoperability, observability and consulting. We also offer a unified package of our services as Rimini ONE™, a unique end-to-end, “turnkey” outsourcing option for Oracle and SAP landscapes designed to optimize our clients’ existing technologies with a minimum of 15 extended years of operating lifespan and enable our clients to focus their IT talent and budget on potentially higher-value, innovative projects that will support competitive advantage and growth.
The principal activity of the Company in the year under review was that of sales support and marketing of enterprise software support on behalf of the parent, Rimini Street, Inc. 

Page 1

 
RIMINI STREET LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024

Principal risks and uncertainties
 
The Company's operations expose it to a variety of financial risks that include, liquidity risk, currency risk and credit risk. The key business risks are set out below:
Liquidity Risk
We monitor and retain sufficient cash levels to ensure the Company has funds available for its operations. All cash investments are reviewed and approved by the group treasurer to ensure liquidity is maintained.
Interest Rate Risk
We have cash balances which earn interest at a variable rate. The director considers the interest rate risk to be minimal due to low interest rates in the UK.
Currency Risk
We have transaction currency exposures which arise from purchases in currencies other than the Company's functional currency. Management monitor foreign currency balances and ensure the balances are cleared down regularly to minimise the risk over time.
Global Economic Uncertainty
We have experienced some clients not renewing our services due to the adverse impact on their businesses from current global economic uncertainty, as well as by the economic disruption due to recent political and trade turmoil, amongst other global challenges. These global events, together with inflationary pressures, have negatively impacted the global economy. Uncertainty regarding changes continuing to be made in laws and regulations by the current U.S. administration, along with uncertainty about U.S. trade policies, particularly when pertaining to treaties, tariffs and other limitations on international trade, are causing economic and geopolitical uncertainty. Despite these macroeconomic and geopolitical pressures, we expect to continue to be able to market, sell and provide our current and future products and services to clients globally. We also expect to continue investing in the development and improvement of new and existing products and services to address client needs. Further, although our operations are influenced by general economic conditions, we do not believe the impacts of economic disruptions described above had a significant net impact on our revenue or results during the year ended December 31, 2024.
The extent to which inflation, interest rate changes and continuing global economic and geopolitical uncertainty impact our business going forward, however, will depend on numerous evolving factors we cannot reliably predict and that are beyond our control, including continued governmental and business actions in response to increasing global economic and geopolitical uncertainty. As such, the effects of rising inflation, interest rate changes and other negative impacts on the global economy may not be fully reflected in our financial results until future periods. 

Page 2

 
RIMINI STREET LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024

Financial key performance indicators
 
The director oversees the operations of the group at the Company's parent level, of which the Company is included. The director of the Company does not believe the use of financial KPI's are appropriate for assessing the performance or position of the Company. 
The financial key performance indicators at the Company’s parent level, include the following:
Annualized subscription revenue: We recognize subscription revenue on a daily basis. We define annualized subscription revenue as the amount of subscription revenue recognized during a quarter and multiplied by four. This gives us an indication of the revenue that can be earned in the following 12-month period from our existing client base assuming no cancellations or price changes occur during that period. Subscription revenue excludes any non-recurring revenue, which has been insignificant to date. Our annualized subscription revenue for the Company at the parent level was approximately U.S.$415 million and U.S.$432 million as of December 31, 2024 and 2023, respectively.
Revenue retention rate: A key part of our business model is the recurring nature of our revenue. As a result, it is important that we retain clients after the completion of the non-cancellable portion of the support period. We believe that our revenue retention rate provides insight into the quality of our products and services and the value that our products and services provide our clients.
 
We define revenue retention rate as the actual subscription revenue (U.S. dollar-based) recognized in a 12-month period from clients that existed on the day prior to the start of the 12-month period divided by our annualized subscription revenue as of the day prior to the start of the 12-month period. Our revenue retention rate at the Company parent level was 88% and 90% for each of the years ended December 31, 2024 and 2023, respectively.

Page 3

 
RIMINI STREET LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024

Other key performance indicators
 
Clients
We believe that our ability to expand our client base is an indicator of the growth of our business, the success of our sales and marketing activities, and the value that our services bring to our clients. We define an active client as a distinct entity, such as a company, an educational or government institution, or a business unit of a company that purchases our services to support a specific product. For example, we count as two separate active clients when support for two different products is being provided to the same entity. As of December 31, 2024 and 2023, we had 130 and 128 active clients, respectively, from the United Kingdom.
 
We define a unique client as a distinct entity, such as a company, an educational or government institution or a subsidiary, division or business unit of a company that purchases one or more of our products or services. We count as two separate unique clients when two separate subsidiaries, divisions or business units of an entity purchase our products or services. As of December 31, 2024 and 2023, we had 57 and 53 unique clients, respectively, from the United Kingdom.
 
The increase in both our active and unique client counts have been almost exclusively from new unique clients and not from sales of new products and services to existing unique clients. However, as noted previously, we intend to focus future growth on both new and existing clients. We believe that the growth in our number of clients is an indication of the increased adoption of our enterprise software products and services.
Employees and Human Capital Strategy
We have built our culture centered on our dedication to provide our clients with an exceptional service experience. Our employees focus on providing exceptional service to our clients, and we strive to foster an environment that enables and encourages them in this pursuit. To this end, we view all employees as partners and are committed to providing an exciting, participatory and team-oriented work environment. 
As a key aspect of our success, we believe our culture enables us to recruit and retain high quality talent. To ensure alignment with our short-term and long-term objectives, our compensation programs for all employees include base pay, short-term incentives, and opportunities for long-term incentives. Furthermore, we believe our remote delivery model provides an attractive employment option for our highly experienced PSEs compared to consulting roles that can require significant travel. As of December 31, 2024 and 2023, we employed approximately 83 and 89 professionals, respectively, in the United Kingdom. We also engage temporary employees and consultants as needed. 


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



S Ravin
Director

Date: 9 December 2025

Page 4

 
RIMINI STREET LIMITED
 
 
 
DIRECTOR'S REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024

The director presents his report and the financial statements for the year ended 31 December 2024.

Director's responsibilities statement

The director is responsible for preparing the Strategic Report, the Director's Report and the financial statements in accordance with applicable law and regulations.
 
Company law requires the director to prepare financial statements for each financial year. Under that law the director has elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the director must not approve the financial statements unless he is 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 director is required to:


select suitable accounting policies for the Company's financial statements and then apply them consistently;

make judgments and accounting estimates that are reasonable and prudent;

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

The director is 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 him to ensure that the financial statements comply with the Companies Act 2006He is also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Results and dividends

The profit for the year, after taxation, amounted to £712,109 (2023 - £771,079).

The director does not recommend a dividend during the year (2023 - £nil).

Director

The director who served during the year was:

S Ravin 

Future developments

There are no significant future developments to note.

Matters covered in the Strategic Report

The Company has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the strategic report information required by The Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so in respect of risk and uncertainties and financial risk management objectives and policies.

Page 5

 
RIMINI STREET LIMITED
 
 
 
DIRECTOR'S REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024

Disclosure of information to auditor

The director at the time when this Director's Report is approved has confirmed that:
 
so far as he is aware, there is no relevant audit information of which the Company's auditor is unaware, and

he 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 auditor is aware of that information.

Post balance sheet events

There have been no significant events affecting the Company since the year end.

Auditor

The auditor, Nortons Assurance Limitedwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

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



S Ravin
Director

Date: 9 December 2025

Page 6

 
RIMINI STREET LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF RIMINI STREET LIMITED
 

Opinion


We have audited the financial statements of Rimini Street Limited (the 'Company') for the year ended 31 December 2024, which comprise the Profit and Loss Account, the Balance Sheet, the Statement of Changes in Equity and the related notes, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


give a true and fair view of the state of the Company's affairs as at 31 December 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 Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the 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 director's 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 director with respect to going concern are described in the relevant sections of this report.


Page 7

 
RIMINI STREET LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF RIMINI STREET LIMITED (CONTINUED)


Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditor's Report thereon. The director is responsible for the other information contained within the Annual ReportOur opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.


We have nothing to report in this regard.


Opinion on other matters prescribed by the Companies Act 2006
 

In our opinion, based on the work undertaken in the course of the audit:


the information given in the Strategic Report and the Director's Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Strategic Report and the Director's 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 Director's 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 director's 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 Director's Responsibilities Statement set out on page 5, the director is 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 director determines 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 director is 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 director either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.


Page 8

 
RIMINI STREET LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF RIMINI STREET LIMITED (CONTINUED)


Auditor's responsibilities for the audit of the financial statements
 

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditor's Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.


Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

The objectives of our audit, in respect to fraud, are; to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses; and to respond appropriately to fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and management. 
Our approach was as follows:
 
We obtained an understanding of the legal and regulatory frameworks that are applicable to the Company and determined that the most significant frameworks which are directly relevant to specific assertions in the financial statements are those that relate to the reporting framework including the Companies Act 2006 and the relevant tax compliance regulations in the UK.
 
We understood how the Company is complying with those frameworks by making enquiries of management and those responsible for legal and compliance procedures.
 
We assessed the susceptibility of the Company’s financial statements to material misstatement, including how fraud might occur by discussing with management to understand where it considered there was a susceptibility to fraud. We considered the controls that the Company has established to address risks identified, or that otherwise prevent, deter and detect fraud; and how senior management monitors those programmes and controls. Where the risk was considered to be higher, we performed audit procedures to address each identified fraud risk. These procedures included testing manual journals and were designed to provide reasonable assurance that the financial statements were free from fraud and error. 
 
Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations identified in the paragraphs above. Our procedures involved journal entry testing, with a focus on journals indicating large or unusual transactions based on our understanding of the business, enquiries of Company management and focused testing. In addition, we completed procedures to conclude on the compliance of the disclosures in the Annual Report and Accounts with the requirements of the relevant accounting standards and UK legislation.


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 Auditor's Report.


Page 9

 
RIMINI STREET LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF RIMINI STREET LIMITED (CONTINUED)


Use of our report
 

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditor's Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.





Karen Cairns (Senior Statutory Auditor)
for and on behalf of
Nortons Assurance Limited
Chartered Accountants and Statutory Auditor
Second Floor
NOW Building
Thames Valley Park
Reading
Berkshire
RG6 1RB

11 December 2025
Page 10

 
RIMINI STREET LIMITED
 
 
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2024

2024
2023
Note
£
£

  

Turnover
 4 
18,201,641
18,382,182

Administrative expenses
  
(17,222,943)
(17,357,435)

Other operating income
 5 
-
10,286

Operating profit
 6 
978,698
1,035,033

Interest receivable and similar income
  
1,546
2,240

Profit before tax
  
980,244
1,037,273

Tax on profit
 9 
(268,135)
(266,194)

Profit for the financial year
  
712,109
771,079

There are no items of other comprehensive income for 2024 or 2023 other than the profit for the yearAs a result, no separate Statement of Comprehensive Income has been presented.

The notes on pages 14 to 25 form part of these financial statements.

Page 11

 
RIMINI STREET LIMITED
REGISTERED NUMBER: 8341650

BALANCE SHEET
AS AT 31 DECEMBER 2024

2024
2023
Note
£
£

Fixed assets
  

Tangible assets
 10 
109,511
133,984

Current assets
  

Debtors: amounts falling due within one year
 11 
7,677,996
6,214,515

Cash at bank and in hand
 12 
2,400,196
3,013,429

  
10,078,192
9,227,944

Creditors: amounts falling due within one year
 13 
(1,997,387)
(2,042,605)

Net current assets
  
 
 
8,080,805
 
 
7,185,339

Total assets less current liabilities
  
8,190,316
7,319,323

Net assets
  
8,190,316
7,319,323


Capital and reserves
  

Called up share capital 
 15 
100
100

Profit and loss account
 16 
8,190,216
7,319,223

  
8,190,316
7,319,323


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 



S Ravin
Director

Date: 9 December 2025

The notes on pages 14 to 25 form part of these financial statements.

Page 12

 
RIMINI STREET LIMITED
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024


Called up share capital
Profit and loss account
Total equity

£
£
£


At 1 January 2023
100
6,419,706
6,419,806


Comprehensive income for the year

Profit for the year
-
771,079
771,079
Total comprehensive income for the year
-
771,079
771,079


Contributions by and distributions to owners

Credit in relation to share-based payments
-
128,438
128,438


Total transactions with owners
-
128,438
128,438



At 1 January 2024
100
7,319,223
7,319,323


Comprehensive income for the year

Profit for the year
-
712,109
712,109
Total comprehensive income for the year
-
712,109
712,109


Contributions by and distributions to owners

Credit in relation to share-based payments
-
158,884
158,884


Total transactions with owners
-
158,884
158,884


At 31 December 2024
100
8,190,216
8,190,316


The notes on pages 14 to 25 form part of these financial statements.

Page 13

 
RIMINI STREET LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

1.


General information

Rimini Street Limited is a company incorporated in the United Kingdom under the Companies Act. The Company is a private company limited by shares and is registered in England and Wales. The address of the Company's registered office is Suite 4, 7th Floor 50 Broadway, London, United Kingdom, SW1H 0DB.
The principal activity of the Company in the year under review was that of sales support and marketing of enterprise software support on behalf of the parent, Rimini Street, Inc.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

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

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

The following principal accounting policies have been applied:

 
2.2

Financial Reporting Standard 102 - reduced disclosure exemptions

The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
the requirements of Section 7 Statement of Cash Flows;
the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;
the requirements of Section 26 Share-based Payment paragraphs 26.18(b), 26.19 to 26.21 and 26.23;
the requirements of Section 33 Related Party Disclosures paragraph 33.7.

This information is included in the consolidated financial statements of Rimini Street, Inc. as at 31 December 2024 and these financial statements may be obtained from 1700 South Pavilion Center Drive, Suite 330, Las Vegas, NV 89135 USA or www.riministreet.com.

 
2.3

Going concern

Notwithstanding the impact of inflation, interest rate changes, changes in laws and regulations, including uncertainty about U.S. trade policies, or other global economic uncertainties, the director has a reasonable expectation that the Company has adequate resources to continue its operations for the foreseeable future. Thus, they continue to adopt the going concern basis of accounting in preparing the financial statements.

Page 14

 
RIMINI STREET LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.4

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP, rounded to the nearest whole GBP.

Transactions and balances

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

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

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

 
2.5

Revenue

Revenue represents amounts charged to the Company's parent under an agreement for sales and marketing of enterprise software support provided, excluding value added tax. Revenue is recognised when chargeable costs are incurred.

 
2.6

Operating leases: the Company as lessee

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

 
2.7

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 Balance Sheet. The assets of the plan are held separately from the Company in independently administered funds.

Page 15

 
RIMINI STREET LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.8

Share-based payments

Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each balance sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.
The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the Company keeping the scheme open or the employee maintaining any contributions required by the scheme).
Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.
Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received.

 
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 balance sheet 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 balance sheet 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 balance sheet date.


Page 16

 
RIMINI STREET LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.10

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.

The estimated useful lives are as follows:

Computer equipment
-
3 years straight line

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.

 
2.11

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

 
2.12

Holiday pay accrual

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

Page 17

 
RIMINI STREET LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.13

Financial instruments

The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the Company's Balance Sheet when the Company becomes party to the contractual provisions of the instrument.

Basic financial assets

Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.

Basic financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Company after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.

Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.

Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

Page 18

 
RIMINI STREET 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

The preparation of financial statements and related disclosures requires the Company to make judgments, assumptions, and estimates that affect the amounts reported in its financial statements and accompanying notes. The Company bases its estimates and assumptions on current facts, historical experience, and various other factors that it believes are reasonable under the circumstances to determine the carrying values of assets and liabilities that are not readily apparent from other sources. There are no estimates and assumptions that are deemed to have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities within the next financial year. 


4.


Turnover

The whole of the turnover is attributable to sales support and marketing of enterprise software support on behalf of the parent company situated in the United States of America. 


5.


Other operating income

2024
2023
£
£

Sundry income
-
10,286



6.


Operating profit

The operating profit is stated after charging:

2024
2023
£
£

Exchange differences
28,875
37,204

Other operating lease rentals
64,141
58,585

Share-based payment
158,884
128,438


7.


Auditor's remuneration

During the year, the Company obtained the following services from the Company's auditor:


2024
2023
£
£

Fees payable to the Company's auditor for the audit of the Company's financial statements
13,000
11,250

Page 19

 
RIMINI STREET LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

8.


Employees

Staff costs were as follows:


2024
2023
£
£

Wages and salaries
10,409,551
10,318,973

Social security costs
1,395,352
1,317,248

Cost of defined contribution scheme
598,567
580,025

12,403,470
12,216,246


All director remuneration has been borne by another group company, Rimini Street, Inc., as the director is also a director of that company. The director's services to the Company do not occupy a significant amount of his time, and as such, he does not consider that they have received remuneration for his incidental services to the Company for the year ended 31 December 2024 or 31 December 2023. 

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


        2024
        2023
            No.
            No.







Director
1
1



Administration
7
8



Marketing
6
6



Sales
21
21



Professional services and support
54
57

89
93

Page 20

 
RIMINI STREET LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

9.


Taxation


2024
2023
£
£

Corporation tax


Current tax on profits for the year
283,534
261,675

Adjustments in respect of previous periods
(5,326)
(1,531)


278,208
260,144


Total current tax
278,208
260,144

Deferred tax


Origination and reversal of timing differences
(10,073)
6,050

Total deferred tax
(10,073)
6,050


268,135
266,194

Factors affecting tax charge for the year

The tax assessed for the year is higher than (2023 - higher than) the standard rate of corporation tax in the UK of 25% (2023 - 23.52%). The differences are explained below:

2024
2023
£
£


Profit on ordinary activities before tax
980,244
1,037,273


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 23.52%)
245,061
243,967

Effects of:


Permanent timing differences
2,595
810

Capital allowances for year in excess of depreciation
6,118
(4,572)

Adjustments to tax charge in respect of prior periods
(5,326)
(1,531)

Other timing differences leading to an increase in taxation
20,523
27,380

Other differences leading to an increase (decrease) in the tax charge
(836)
140

Total tax charge for the year
268,135
266,194

Page 21

 
RIMINI STREET LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
 
9.Taxation (continued)


Factors that may affect future tax charges

In the Spring Budget 2021, the UK Government announced that from 1 April 2023 the corporation tax rate would increase to 25% (rather than remaining at 19%, as previously enacted). There has been no change to corporation tax rates for the financial year ended 31 December 2024. For the financial year ended 31 December 2024 the weighted average tax rate is 25% (31 December 2023 weighted average tax rate was 23.52%). Deferred taxes at the balance sheet date have been measured using these enacted tax rates and reflected in these financial statements.


10.


Tangible fixed assets





Computer equipment

£



Cost


At 1 January 2024
518,698


Additions
57,497



At 31 December 2024

576,195



Depreciation


At 1 January 2024
384,714


Charge for the year on owned assets
81,970



At 31 December 2024

466,684



Net book value



At 31 December 2024
109,511



At 31 December 2023
133,984

Page 22

 
RIMINI STREET LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

11.


Debtors

2024
2023
£
£


Amounts owed by group undertakings
7,142,175
5,706,000

Other debtors
213,498
246,097

Prepayments and accrued income
311,863
262,031

Deferred taxation
10,460
387

7,677,996
6,214,515


Amounts owed by group undertakings are unsecured, interest free, have no fixed date of repayment and are repayable on demand.


12.


Cash and cash equivalents

2024
2023
£
£

Cash at bank and in hand
2,400,196
3,013,429



13.


Creditors: Amounts falling due within one year

2024
2023
£
£

Trade creditors
170,399
24,973

Other taxation and social security
549,903
562,525

Accruals and deferred income
1,277,085
1,455,107

1,997,387
2,042,605


Page 23

 
RIMINI STREET LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

14.


Deferred taxation




2024
2023


£

£






At beginning of year
387
6,437


Charged to profit or loss
10,073
(6,050)



At end of year
10,460
387

The deferred tax asset is made up as follows:

2024
2023
£
£


Accelerated capital allowances
(27,378)
(33,222)

Share based payments
13,340
10,236

Other timing differences
24,498
23,373

10,460
387


The net deferred tax asset expected to reverse in the next 12 months is £21,253 (2023: £16,998).


15.


Share capital

2024
2023
£
£
Allotted, called up and fully paid



100 (2023 - 100) Ordinary shares of £1.00 each
100
100

The ordinary shares each carry one voting right and are held by the Parent Company. 



16.


Reserves

Profit and loss account

The profit and loss account includes all current and prior period retained profits and losses, and share-based payments.

Page 24

 
RIMINI STREET LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

17.


Share-based payments

In October  2013, the Parent Company established the 2013 Equity Incentive Plan, as amended and restated in July 2017 (the "2013 Plan"). The 2013 Plan provides for grants of Incentive Stock Options, Restricted Stock Units (RSUs), Stock Appreciation Rights, and Performance Units to provide additional incentives to Employees and Directors, and to promote the success of the Group's business.  
The 2013 Plan provides for stock options to be granted to Employees and Directors at an exercise price not less than 100% of the fair value at the grant date. The options granted generally have a maximum term of 10 years from grant date, are exercisable upon vesting and generally vest over a three year period. Option grants generally vest as to one third of the share subject to the award on each anniversary date of the vesting commencement date.
RSUs vest over periods ranging from 12 to 36 months from the respective grant dates and the awards are subject to forfeiture upon termination of employment or service on the Board of Directors.


18.


Pension commitments

The Company operates a defined contribution 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 £598,567 (2023 - £580,025). Contributions totalling £87,731 (2023 - £89,330) were payable to the fund at the balance sheet date and are included in accruals.


19.


Commitments under operating leases

At 31 December 2024 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:

2024
2023
£
£


Not later than 1 year
43,261
40,147


20.


Ultimate parent company and ultimate controlling party

Rimini Street, Inc. (incorporated in United States of America) is regarded as being the Company's ultimate Parent Company.
RSI International Holdings, Inc. (incorporated in United States of America) is regarded by the directors as being the Company's immediate parent company.
Rimini Street, Inc. is the smallest and largest group for which consolidated accounts including Rimini Street Limited are drawn up and copies of these financial statements may be obtained from 1700 South Pavilion Center Drive, Suite 330, Las Vegas, NV 89135 USA or www.riministreet.com.
The director does not consider there to be a controlling party.

 
Page 25