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Registered number: 01525617









GL ASSESSMENT LIMITED









ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

 
GL ASSESSMENT LIMITED
 
 
COMPANY INFORMATION


Directors
Christopher Bauleke 
Neal Dittersdorf 
Ted Wolf 




Company secretary
Roxburgh Milkins Limited



Registered number
01525617



Registered office
1st Floor, Vantage London,
Great West Road,

Brentford,

Middlesex

TW8 9AG




Independent auditors
Nyman Libson Paul LLP
Chartered Accountants & Statutory Auditors

124 Finchley Road

London

NW3 5JS





 
GL ASSESSMENT LIMITED
 

CONTENTS



Page
Strategic Report
 
1 - 2
Directors' Report
 
3 - 4
Directors' Responsibilities Statement
 
5
Independent Auditors' Report
 
6 - 10
Statement of Comprehensive Income
 
11
Statement of Financial Position
 
12 - 13
Statement of Changes in Equity
 
14
Notes to the Financial Statements
 
15 - 32

 
GL ASSESSMENT LIMITED
 
 
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025

Business review
 
The principal activity of the Company was that of a trading Company engaged in:
• Development and provision of educational assessments with accompanying statistical analysis, scoring, and research
• Supply of above-mentioned assessments in both digital and print format
• Training and consultancy in the above areas
The Company's largest market continued to be the UK but income internationally continues to be significant (40% in 2025 and 38% in 2024).
The profit before taxation, amounted to £27m (2024: £29m) whilst turnover for the year amounted to £48m (2024: £58m).
The Company has net assets of £111m (2024: £86m).

Principal risks and uncertainties
 
During 2025 the most significant risk to the Company’s profitability was uncertainty over future funding. There was a risk to UK retention rates from the return of national testing and uncertainty over the growth of the international business.
However, the Company has traded well through the year. The UK & International markets have both grown sales driven by strong levels of retention and cross-sell across substantial customer bases.

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

Page 1

 
GL ASSESSMENT LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025

Other key performance indicators
 
•  High customer retention figures and high customer satisfaction figures
•  High staff retention rates ensuring continuity of service

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 16 September 2026 and signed on its behalf.



Ted Jeffrey Wolf
Director
Page 2

 
GL ASSESSMENT LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025

The directors present their report and the financial statements for the year ended 31 December 2025.

Principal activity

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

Results and dividends

The profit for the year, after taxation, amounted to £24.7m (2024 - £27.2m).

During the year the company declared and paid a dividend of £Nil (2024: £112.8m).

Directors

The directors who served during the year and up to the date of approval of the financial statements were:

Christopher Bauleke 
Neal Dittersdorf 
Ted Wolf 

Future developments

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

Engagement with suppliers, customers and others

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

Qualifying third-party indemnity provisions

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

Matters covered in the Strategic Report

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

Disclosure of information to auditors

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

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

Page 3

 
GL ASSESSMENT LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025

Auditors

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

This report was approved by the board on 16 September 2026 and signed on its behalf.
 





Ted Jeffrey Wolf
Director

Page 4

 
GL ASSESSMENT LIMITED
 
 
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2025

The directors are responsible for preparing the Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 101 ‘Reduced Disclosure Framework’. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.

In preparing these financial statements, the directors are required to:

∙select suitable accounting policies and then apply them consistently;

∙make judgments and accounting estimates that are reasonable and prudent;

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

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

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Page 5

 
GL ASSESSMENT LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF GL ASSESSMENT LIMITED
 

Opinion


We have audited the financial statements of GL Assessment Limited (the 'Company') for the year ended 31 December 2025, 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 2025 and of its profit for the year then ended;
∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
∙have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for opinion


We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.


Conclusions relating to going concern


In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.


Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.


Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.


Page 6

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


Other information


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


We have nothing to report in this regard.


Opinion on other matters prescribed by the Companies Act 2006
 

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


∙the information given in the Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.


Matters on which we are required to report by exception
 

In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors' Report.


We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:


∙adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
∙the financial statements are not in agreement with the accounting records and returns; or
∙certain disclosures of directors' remuneration specified by law are not made; or
∙we have not received all the information and explanations we require for our audit.


Responsibilities of directors
 

As explained more fully in the Directors' Responsibilities Statement set out on page 5, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


In preparing the financial statements, the directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.


Page 7

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


Auditors' responsibilities for the audit of the financial statements
 

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


Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we considered the following: 
∙the nature of the industry and specific sector, the control environment and business performance;
∙results of our enquiries of management about their own identification and assessment of the risks of irregularities; 
∙matters identified from the review of company documentation in respect of their policies and procedures relating to: 

−identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of non-compliance; 
−detecting and responding to the risks of fraud and whether they have knowledge of any actual suspected or alleged fraud; 
−internal controls established to mitigate risks of fraud or non-compliance with laws and regulations; and
matters discussed among the audit engagement team regarding how and where fraud might occur in the financial statements and any potential indicators of fraud.
 
We also obtained an understanding of the legal and regulatory frameworks that the company operates in, focusing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. The key laws and regulations we considered in this context included UK legislation and regulations in relation to the operation and governance of the company, direct and indirect tax legislation.
In addition, we considered other laws and regulations that could have an effect on the company and result in the imposition of financial or other penalties and litigation.  Auditing standards limit the required audit procedures to identify non-compliance with these laws and regulations to enquiry of the directors and other management and inspection of regulatory and legal correspondence, if any. These limited procedures did not identify actual or suspected non-compliance.
All matters in relation to non-compliance with laws and regulations and potential fraud risks were communicated to all members of the engagement team and we remained alert to any indications of non-compliance throughout the audit.
As a result of performing the above, we identified the susceptibility of assets to misappropriation as a potential risk of fraud.
Our procedures to respond to risks identified included the following:
 
Page 8

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


   
∙reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;
 
∙enquiries with management concerning actual and potential litigation and claims;
 
∙assessing the appropriateness and where appropriate with third parties concerning actual and potential litigation and claims;
 
∙physical inspections of assets;
 
∙performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;
 
∙examining minutes of meetings of those charged with governance and correspondence with HMRC and other third parties; and
 
∙in addressing the risk of fraud through management override of controls, reviewing the appropriateness of journal entries and other adjustments; assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.
 
There are inherent limitations in the audit procedures described above even though we have properly planned and performed our audit in accordance with auditing standards. The further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. As with any audit, there remained a higher risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations. We did not identify any key audit matters relating to irregularities, including fraud.


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


Page 9

 
GL ASSESSMENT LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF GL ASSESSMENT 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 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.




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

17 September 2026
Page 10

 
GL ASSESSMENT LIMITED
 
 
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025

2025
2024
£000
£000

  

Turnover
 4 
48,348
57,917

Cost of sales
  
(6,686)
(7,304)

Gross profit
  
41,662
50,613

Administrative expenses
  
(17,943)
(24,788)

Other operating income
 5 
-
793

Operating profit
 6 
23,719
26,618

Interest receivable and similar income
 9 
2,848
2,671

Interest payable and similar expenses
 10 
(23)
(33)

Profit before tax
  
26,544
29,256

Tax on profit
 11 
(1,825)
(2,045)

Profit for the financial year
  
24,719
27,211

There were no recognised gains and losses for 2025 or 2024 other than those included in the statement of comprehensive income.

There was no other comprehensive income for 2025 (2024:£NIL).

The notes on pages 15 to 32 form part of these financial statements.
Page 11

 
GL ASSESSMENT LIMITED
REGISTERED NUMBER: 01525617

STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2025

2025
2024
Note
£000
£000

  

Fixed assets
  

Intangible assets
 12 
14,349
12,266

Tangible fixed assets
 13 
594
795

  
14,943
13,061

Current assets
  

Stocks
 14 
-
342

Debtors: amounts falling due within one year
 15 
146,743
124,367

  
146,743
124,709

Creditors: amounts falling due within one year
 16 
(49,416)
(50,319)

Net current assets
  
 
 
97,327
 
 
74,390

  

Creditors: amounts falling due after more than one year
 17 
(105)
(149)

  
112,165
87,302

Provisions for liabilities
  

Deferred taxation
 19 
(960)
(816)

Other provisions
 20 
(337)
(337)

  
 
 
(1,297)
 
 
(1,153)

  

Net assets
  
110,868
86,149


Capital and reserves
  

Called up share capital 
 21 
10
10

Share premium account
 22 
999
999

Profit and loss account
 22 
109,859
85,140

  
110,868
86,149


Page 12

 
GL ASSESSMENT LIMITED
REGISTERED NUMBER: 01525617
    
STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 DECEMBER 2025

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 16 September 2026.




Ted Jeffrey Wolf
Director

The notes on pages 15 to 32 form part of these financial statements.

Page 13

 
GL ASSESSMENT LIMITED
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025


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

£000
£000
£000
£000


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



Profit for the year
-
-
27,211
27,211


Contributions by and distributions to owners

Dividends: Equity capital
-
-
(112,778)
(112,778)



At 1 January 2025
10
999
85,140
86,149



Profit for the year
-
-
24,719
24,719


At 31 December 2025
10
999
109,859
110,868


The notes on pages 15 to 32 form part of these financial statements.

Page 14

 
GL ASSESSMENT LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

1.


General information

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

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 101 'Reduced Disclosure Framework'  and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 101 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3).

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

The following principal accounting policies have been applied:

 
2.2

Financial Reporting Standard 101 - reduced disclosure exemptions

The Company has taken advantage of the following disclosure exemptions under FRS 101:
∙the requirements of IFRS 7 Financial Instruments: Disclosures
∙the requirements of paragraphs 91-99 of IFRS 13 Fair Value Measurement
∙the requirements of IAS 7 Statement of Cash Flows
∙the requirements of paragraph 17 and 18A of IAS 24 Related Party Disclosures
∙the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or more members of a group, provided that any subsidiary which is a party to the transaction is wholly owned by such a member

This information is included in the consolidated financial statements of Renaissance Learning Inc as at 31/12/2025 and these financial statements may be obtained from http://www.renlearn.com.

Page 15

 
GL ASSESSMENT LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

 
2.3

Foreign currency translation

Functional and presentation currency

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

Transactions and balances

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

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

 
2.4

Turnover

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

∙identifies the performance obligations in the contract;

∙determines the transaction price which, where relevant, takes into account estimates of variable
consideration and the time value of money;
 
∙allocates the transaction price to the separate performance obligations on the basis of the
relative stand-alone selling price of each distinct good or service to be delivered; and

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


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

Page 16

 
GL ASSESSMENT LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

 
2.5

Leases

The Company as a lessee

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

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

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

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


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

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

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

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

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

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

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

Page 17

 
GL ASSESSMENT LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

 
2.6

Research and development

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

 
2.7

Interest income

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

 
2.8

Current and deferred taxation

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

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

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

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


Page 18

 
GL ASSESSMENT LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

 
2.9

Intangible assets

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

 The estimated useful lives range as follows:

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

 
2.10

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.

Depreciation is provided on the following basis:

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

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

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

  
2.11

Impairment

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

 
2.12

Debtors

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

Page 19

 
GL ASSESSMENT LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

 
2.13

Creditors

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

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

  
2.14

Provisions for liabilities

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

  
2.15

Licence Fees

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

Page 20

 
GL ASSESSMENT LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

  
2.16

Financial instruments

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

 
2.17

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.

Page 21

 
GL ASSESSMENT LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

3.


Judgments in applying accounting policies and key sources of estimation uncertainty

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


4.


Turnover

Analysis of turnover by country of destination:

2025
2024
£000
£000

United Kingdom
29,192
36,046

Rest of Europe
3,462
4,099

Rest of the world
15,694
17,772

48,348
57,917


Page 22

 
GL ASSESSMENT LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

5.


Other operating income

2025
2024
£000
£000

Other operating income
-
793



6.


Operating profit

The operating profit is stated after charging:

2025
2024
£000
£000

Depreciation of tangible fixed assets
201
150

Amortisation of intangible assets, including goodwill
3,921
5,307


7.


Auditors' remuneration

During the year, the Company obtained the following services from the Company's auditors and their associates:


2025
2024
£000
£000

Remuneration of the auditor, borne by a fellow group undertaking
50
50


8.


Employees




The Company has no employees other than the directors, who did not receive any remuneration (2024 - £NIL).


9.


Interest receivable

2025
2024
£000
£000


Other interest receivable
330
3

Group interest receivable
2,518
2,668

2,848
2,671

Page 23

 
GL ASSESSMENT LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

10.


Interest payable and similar expenses

2025
2024
£000
£000


Finance leases and hire purchase contracts
23
33

23
33


11.


Taxation


2025
2024
£000
£000

Corporation tax


Current tax on profits for the year
1,528
2,473

Adjustments in respect of previous periods
153
-


1,681
2,473


Total current tax
1,681
2,473

Deferred tax


Deferred tax - current year
144
(428)

Total deferred tax
144
(428)


Tax on profit
1,825
2,045
Page 24

 
GL ASSESSMENT LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
 
11.Taxation (continued)


Factors affecting tax charge for the year

The tax assessed for the year is the same as (2024 - the same as) the standard rate of corporation tax in the UK of 25% (2024 - 25%) as set out below:

2025
2024
£000
£000


Profit on ordinary activities before tax
26,544
29,256


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%)
6,636
7,314

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
736
912

Adjustments to tax charge in respect of prior periods
158
(797)

Other timing differences leading to an increase (decrease) in taxation
(202)
(432)

Non-taxable income
(736)
(478)

R&D expenditure credits
150
(73)

Adjustments (charged)/credited directly to SORIE or otherwise transferred
23
-

Adjustment in tax charge in respect of previous periods- deferred tax
(100)
-

Group relief
(4,840)
(4,401)

Total tax charge for the year
1,825
2,045


Factors that may affect future tax charges

There were no factors that may affect future tax charges.

Page 25

 
GL ASSESSMENT LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

12.


Intangible assets




Development expenditure
Copyrights and licenses
Total

£000
£000
£000



Cost


At 1 January 2025
41,587
2,168
43,755


Additions - internal
6,004
-
6,004



At 31 December 2025

47,591
2,168
49,759



Amortisation


At 1 January 2025
29,321
2,168
31,489


Charge for the year on owned assets
3,921
-
3,921



At 31 December 2025

33,242
2,168
35,410



Net book value



At 31 December 2025
14,349
-
14,349



At 31 December 2024
12,266
-
12,266




Page 26

 
GL ASSESSMENT LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

13.


Tangible fixed assets


Leasehold property
Fixtures and fittings
Total

£000
£000
£000



Cost or valuation


At 1 January 2025
1,452
314
1,766



At 31 December 2025

1,452
314
1,766



Depreciation


At 1 January 2025
823
148
971


Charge for the year on owned assets
-
38
38


Charge for the year on right-of-use assets
163
-
163



At 31 December 2025

986
186
1,172



Net book value



At 31 December 2025
466
128
594



At 31 December 2024
629
166
795

Page 27

 
GL ASSESSMENT LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

14.


Stocks

2025
2024
£000
£000

Finished goods and goods for resale
-
342

-
342




15.


Debtors

2025
2024
£000
£000


Trade debtors
-
3,217

Amounts owed by group undertakings
141,258
112,854

Prepayments and accrued income
24
83

Tax recoverable
5,461
8,213

146,743
124,367


The amounts owed by group undertakings are unsecured, repayable on demand and are charged interest at 1.5% (2024: 1.5%).


16.


Creditors: Amounts falling due within one year

2025
2024
£000
£000

Trade creditors
-
1,265

Amounts owed to group undertakings
24,254
32,035

Lease liabilities
132
123

Other creditors
-
2

Accruals and deferred income
25,030
16,894

49,416
50,319



.



The amounts owed by group undertakings are unsecured, repayable on demand and are charged interest at 1.5% (2024: 1.5%).

Page 28

 
GL ASSESSMENT LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

17.


Creditors: Amounts falling due after more than one year

2025
2024
£000
£000

Lease liabilities
105
149

105
149


Page 29

 
GL ASSESSMENT LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

18.

Leases

Company as a lessee

The Company has recognised lease liabilities and right-of-use assets for the properties that the Company leases for the purposes of carrying on their trade. All of their right-of-use assets are under the category of Leasehold property.









Net book value

Lease liabilities are due as follows:

2025
2024
£000
£000

Not later than one year
130
123

Between one year and five years
105
149

235
272


Contractual undiscounted cash flows are due as follows:

2025
2024
£000
£000

Not later than one year
143
143

Between one year and five years
107
251

250
394

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:

2025
2024
£000
£000

Interest expense on lease liabilities
23
33

Depreciation charged on right of use assets
163
113

Page 30

 
GL ASSESSMENT LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

19.


Deferred taxation




2025


£000






At beginning of year
(816)


Charged to profit or loss
(144)



At end of year
(960)

The provision for deferred taxation is made up as follows:

2025
2024
£000
£000


Accelerated capital allowances
31
27

Capitalised development costs
(991)
(843)

(960)
(816)


20.


Provisions




Onerous Lease Provision

£000





At 1 January 2025
337



At 31 December 2025
337


.



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

Page 31

 
GL ASSESSMENT LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

21.


Share capital

2025
2024
£000
£000
Allotted, called up and fully paid



10,000 (2024 - 10,000) Ordinary shares of £1.00 each
10
10



.



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


22.


Reserves

Share premium account

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

Profit and loss account

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


23.


Subsequent Events

There have been no significant events since the year end that require disclosure in the financial
statements.


24.


Ultimate Parent Undertaking and Controlling party

At 31 December 2025, the immediate parent Company was GL Education Group Limited, a Company incorporated and registered in England and Wales. The results of the Company are included within the consolidated accounts of the ultimate parent Renaissance Learning Inc, which is jointly controlled by Francisco Partners and Blackstone Inc at 31 December 2025.
 
Page 32