| REGISTERED NUMBER: |
| Financial Statements |
| for the Year Ended 31 May 2024 |
| for |
| Trinity Holdco Ltd |
| REGISTERED NUMBER: |
| Financial Statements |
| for the Year Ended 31 May 2024 |
| for |
| Trinity Holdco Ltd |
| Trinity Holdco Ltd (Registered number: 11429892) |
| Contents of the Financial Statements |
| for the Year Ended 31 May 2024 |
| Page |
| Company Information | 1 |
| Balance Sheet | 2 |
| Notes to the Financial Statements | 3 |
| Trinity Holdco Ltd |
| Company Information |
| for the Year Ended 31 May 2024 |
| DIRECTORS: |
| REGISTERED OFFICE: |
| REGISTERED NUMBER: |
| AUDITORS: |
| 31 Sackville street |
| Manchester |
| M1 3LZ |
| Trinity Holdco Ltd (Registered number: 11429892) |
| Balance Sheet |
| 31 May 2024 |
| 2024 | 2023 |
| Notes | £ | £ |
| FIXED ASSETS |
| Investments | 5 |
| CURRENT ASSETS |
| Debtors | 6 |
| CREDITORS |
| Amounts falling due within one year | 7 | ( |
) | ( |
) |
| NET CURRENT ASSETS |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
| CREDITORS |
| Amounts falling due after more than one year | 8 | ( |
) | ( |
) |
| NET LIABILITIES | ( |
) | ( |
) |
| CAPITAL AND RESERVES |
| Called up share capital | 9 |
| Retained earnings | ( |
) | ( |
) |
| SHAREHOLDERS' FUNDS | ( |
) | ( |
) |
| The financial statements were approved by the Board of Directors and authorised for issue on |
| Trinity Holdco Ltd (Registered number: 11429892) |
| Notes to the Financial Statements |
| for the Year Ended 31 May 2024 |
| 1. | STATUTORY INFORMATION |
| Trinity Holdco Ltd is a |
| The presentation currency of the financial statements is the Pound Sterling (£). |
| Trinity Holdco Ltd (Registered number: 11429892) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 May 2024 |
| 2. | ACCOUNTING POLICIES |
| BASIS OF PREPARING THE FINANCIAL STATEMENTS |
| This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements: |
| 1. Section 7 'Statement of Cash Flows': Presentation of a statement of cashflow and related notes and disclosures; |
| 2. Section 11 'Basic Financial Instruments' and Section 12 'Other Financial Instrument Issues': Carrying amounts, interest income/expense and net gains/losses for each category of financial instrument; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income; |
| 3. Section 26 'Share based Payment': Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements; |
| 4. Section 33 'Related Party Disclosures': Compensation for key management personnel. |
| The financial statements of the company are consolidated in the financial statements of Academic Bridge B.V., a company incorporated in the Netherlands. The consolidated financial statements are available from its registered office, Passeerdersgracht 23, 1016XG, Amsterdam, The Netherland. |
| EXEMPTION FROM PREPARING CONSOLIDATED FINANCIAL STATEMENTS |
| The company is a parent company that is also a subsidiary included in the consolidated financial statements of its immediate parent undertaking established under the law of an EEA state and is therefore exempt from the requirement to prepare consolidated financial statements under section 401 of the Companies Act 2006. |
| GOING CONCERN |
| At the year end, the company had net liabilities of £5,077,480. The financial statements have been prepared on a going concern basis which the directors believe to be appropriate as the Immediate Parent company Global University Systems Holding B.V, a group member company also wholly owned by The Heritage Trust has agreed to continue to provide financial support to Trinity Holdco Limited, so that it can meet all its obligation as they fall due for at least a year from the date the financial statements are approved and ensure adequate resources to continue in operational existence for the foreseeable future. This is considered appropriate as the immediate parent company has a net wealth far in excess of the liabilities of the group as per the review of the financial statements and paying attention to the prospective cash position in a variety of scenarios. |
| Written confirmation has been obtained confirming their intention to continue to support the Trinity Holdco Limited for a minimum of 12 months from the signing date of the financial statements. |
| For this reason, the directors continue to adopt the going concern basis in preparing the financial statements. |
| Trinity Holdco Ltd (Registered number: 11429892) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 May 2024 |
| 2. | ACCOUNTING POLICIES - continued |
| TAXATION |
| Taxation for the year comprises current and deferred tax. Tax is recognised in the Profit and loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. |
| Current or deferred taxation assets and liabilities are not discounted. |
| Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date. |
| DEFERRED TAX |
| Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date. |
| Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference. |
| Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. |
| CASH AND CASH EQUIVALENTS |
| Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities. |
| Trinity Holdco Ltd (Registered number: 11429892) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 May 2024 |
| 2. | ACCOUNTING POLICIES - continued |
| FIXED ASSET INVESTMENTS |
| Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss. An investments denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date and gains or losses arising on translation in the period are included in profit or loss. |
| A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities. |
| An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate. |
| Entities in which the company has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities. |
| FINANCIAL INSTRUMENTS |
| The company has elected to apply the provisions of Section 11 'Basic Financial Instruments' and Section 12 'Other Financial Instruments Issues' 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. |
| Financial assets and liabilities are offset , with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously. |
| BASIC FINANCIAL ASSETS |
| Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method 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. Financial assets classified as receivable within one year are not amortised. |
| CLASSIFICATION OF 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 deducting all of its liabilities. |
| BASIC FINANCIAL LIABILITIES |
| Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised. |
| Trinity Holdco Ltd (Registered number: 11429892) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 May 2024 |
| 2. | ACCOUNTING POLICIES - continued |
| Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method. |
| EQUITY INSTRUMENTS |
| Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company. |
| FOREIGN EXCHANGE |
| Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Interest income and interest expenses are translated at the average exchange rates for the year. Gains and losses arising on translation in the period are included in profit or loss. |
| JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY |
| In the application of the company's accounting policies, the director is required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. |
| The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods. |
| The director considers the only area of estimation uncertainty to pertain to the recoverable value of the investments in subsidiaries. |
| INVESTMENT IN SUBSIDIARIES |
| Investment in subsidiaries are valued at cost and and reviewed annually for impairment. Impairment is deemed necessary where the recoverable value of the investment is less than the carrying amount of the investment. An investments denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date and gains or losses arising on translation in the period are included in profit or loss. |
| The recoverable amount is ascertained by calculating an enterprise value based on free cash flows incorporating forecast figures discounted at the weighted average cost of capital. |
| There is an inevitable degree of judgement involved and value will vary depending on the methodology adopted. Given the knowledge of management and the director, no expert valuation has been considered necessary. |
| 3. | EMPLOYEES AND DIRECTORS |
| The average number of employees during the year was |
| Trinity Holdco Ltd (Registered number: 11429892) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 May 2024 |
| 4. | AUDITORS' REMUNERATION |
| 2024 | 2023 |
| £ | £ |
| Fees payable to the company's auditors for the audit of the company's financial statements |
6,750 |
6,750 |
| Total audit fees | 6,750 | 6,750 |
| Taxation compliance services |
| Total non-audit fees | - | 850 |
| Total fees payable | 6,750 | 7,600 |
| 5. | FIXED ASSET INVESTMENTS |
| Shares in |
| group |
| undertakings |
| £ |
| COST |
| At 1 June 2023 |
| Exchange differences | ( |
) |
| At 31 May 2024 |
| NET BOOK VALUE |
| At 31 May 2024 |
| At 31 May 2023 |
| Trinity Holdco Ltd (Registered number: 11429892) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 May 2024 |
| 5. | FIXED ASSET INVESTMENTS - continued |
| The company's investments at the Balance Sheet date in the share capital of companies include the following: |
| This represents the investment in the wholly owned subsidiary Trinity Bidco LLC. A company incorporated in Delaware USA. |
| Details of the company's subsidiaries at 31 May 2024 are as follows: |
Name of undertaking |
Registered office |
Nature of business |
Class of shares held |
% Held |
| Direct | Indirect |
Trinity Bidco LLC |
27 Jackson Road, Suite 300Devens, Massachusetts, 01434 |
Educational support services |
Ordinary |
100 |
- |
R3 Education Inc |
27 Jackson Road, Suite 300Devens, Massachusetts, 01434 |
Educational support services |
Ordinary |
- |
100 |
St. Matthew's University Inc. |
12124 High Tech Ave. Ste. 290, Orlando, FL 32817 |
Educational support services |
Ordinary |
- |
100 |
SMU Management (Cayman) Ltd. |
12124 High Tech Ave. Ste. 290, Orlando, FL 32817 |
Educational support services |
Ordinary |
- |
100 |
St. Matthew's University (Cayman) Ltd. |
12124 High Tech Ave. Ste. 290, Orlando, FL 32817 |
Educational support services |
Ordinary |
- |
100 |
| The University for Advanced Medical Education (Cayman) |
12124 High Tech Ave. Ste. 290, Orlando, FL 32817 |
Educational support services |
Ordinary |
- |
100 |
Saba University Management CompanyB.V. |
27 Jackson Road, Suite 301 Devens, Massachusetts, 01434 |
Educational support services |
Ordinary |
- |
100 |
Saba University School of Medicine B.V. |
27 Jackson Road, Suite 301 Devens, Massachusetts, 01434 |
Educational support services |
Ordinary |
- |
100 |
Roundhill Project Holding Company N.V. |
27 Jackson Road, Suite 301 Devens, Massachusetts, 01434 |
Educational support services |
Ordinary |
- |
100 |
MUA Management Company, Ltd. |
27 Jackson Road, Suite 301 Devens, Massachusetts, 01434 |
Educational support services |
Ordinary |
- |
100 |
Medical University of the Americas Limited |
27 Jackson Road, Suite 301 Devens, Massachusetts, 01434 |
Educational support services |
Ordinary |
- |
100 |
MUA Properties, Ltd. |
27 Jackson Road, Suite 301 Devens, Massachusetts, 01434 |
Educational support services |
Ordinary |
- |
100 |
| Trinity Holdco Ltd (Registered number: 11429892) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 May 2024 |
| 5. | FIXED ASSET INVESTMENTS - continued |
MUA Education Services Company Ltd. |
27 Jackson Road, Suite 301 Devens, Massachusetts, 01434 |
Educational support services |
Ordinary |
- |
100 |
Atlantic Education Finance LLC |
41 W Putnam Ave Greenwich, CT 06830 |
Educational support services |
Ordinary |
- |
100 |
| MUA Education Services Company Limited and Atlantic Education LLC were dissolved in the year ended 31 May 2023. |
| An annual consideration of the carrying value of the fixed assets investments are undertaken and impairment provision is deemed not necessary due to the undertaking provided by the ultimate holding company in ensuring the company will recover in full the cost of investments. |
| 6. | DEBTORS |
| 2024 | 2023 |
| £ | £ |
| Amounts falling due within one year: |
| Other debtors |
| Amounts falling due after more than one year: |
| Amounts owed by group undertakings |
| Aggregate amounts |
| Amounts owed by group undertakings comprise loan and accrued interest of £24,797,400 (in $31,568,936) and interest charged during the year was £971,691. In 2023, loan and accrued interest was £24,484,784 (in $30,348,022) and interest charged was £1,007,865 . The loan is unsecured with interest of 4.25% p.a. and the amount would be payable by June 1, 2028. |
| 7. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| 2024 | 2023 |
| £ | £ |
| Amounts owed to group undertakings |
| Other creditors |
| Amounts owed to group undertakings are unsecured and no interest payable on the above stated balances. |
| 8. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
| 2024 | 2023 |
| £ | £ |
| Amounts owed to group undertakings |
| Trinity Holdco Ltd (Registered number: 11429892) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 May 2024 |
| 8. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR - continued |
| Amounts owed to group undertakings comprise loan and accrued interest of £74,035,014 (in $94,252,087) and interest charged during the year was £2,747,127. In 2023, loan and accrued interest was £73,257,735 (in $90,800,365)and interest charged was £2,857,225. The loan is unsecured and repayable with interest of 4 % p.a. The immediate parent company confirmed that no demand for repayment of amounts owed to group undertakings will be made without giving 12 months notice that repayment is to be demanded. While accruing interest payable on this loans, no demand for repayment of interest will be made until such time as the company is in a financial position to meet all of its liabilities. |
| 9. | CALLED UP SHARE CAPITAL |
| Allotted, issued and fully paid: |
| Number: | Class: | Nominal | 2024 | 2023 |
| value: | £ | £ |
| Ordinary shares | 1 | 100 | 100 |
| 10. | DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006 |
| The Report of the Auditors was unqualified. |
| for and on behalf of |
| We draw attention to note 2 of the financial statements, which describes the going concern basis on which the accounts are prepared.The company's losses for the year totalled to £1,673,027 and net liabilities of £5,077,480 (2023: £3,404,453). These events or condition indicate that a material uncertainty exists that may cast significant doubt on the company’s ability to continue as a going concern. It is also anticipated that the company will incur further losses but the company will have no obligation to meet any group liabilities until it is in financial position to do so. |
| The company relies on the financial support of the Global University Systems Holding B.V, a group member company also wholly owned by The Heritage Trust. The directors have reviewed the cashflow requirements of the company for the next 12 months ended 31 May 2026 and are satisfied that the company has sufficient resources to continue trading. We have examined the assumptions underlying the projections and are satisfied that those assumptions are reasonable. Our opinion is not modified in respect of this matter. |
| 11. | RELATED PARTY DISCLOSURES |
| Transactions with related parties |
| The company has taken advantage of the exemption available in FRS 102 section 33.1a whereby it has not disclosed transactions with wholly owned subsidiary undertakings in the group. |
| Transactions with entities having the common director |
| Amy Nicole LeJune was a director of IQEQ Global (UK) Limited which has charged director service fees to the company totalling £1,437 (2023: £1,379) during the year. Amy Nicole LeJune ceased to be a director after 31 May 2024 but prior to the date of this report. |
| Trinity Holdco Ltd (Registered number: 11429892) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 May 2024 |
| 12. | ULTIMATE CONTROLLING PARTY |
| The immediate parent undertaking is Global University Systems Holding BV., a company incorporated in Canada. The address of its registered office is 885 West Georgia Street, Vancouver, British Columbia, Canada, V6C 3H4. |
| The smallest and largest group into which the entity is consolidated is Academic Bridge B.V, a company registered in the Netherlands. The registered address is Passeerdersgracht 23, 1016XG, Amsterdam, The Netherlands. |
| The ultimate controlling company is The Heritage Trust, a company registered in Guernsey. |