UK Academic Holdings Limited
Financial Statements
For the year ended 31 July 2024
Pages for Filing with Registrar
Company Registration No. 11104387 (England and Wales)
UK Academic Holdings Limited
Contents
Page
Balance sheet
1
Notes to the financial statements
2 - 9
UK Academic Holdings Limited
Balance Sheet
As at 31 July 2024
Page 1
2024
2023
Notes
£
£
£
£
Fixed assets
Investments
4
66,051,856
38,159,802
Current assets
Debtors
6
-
0
17,348,451
Creditors: amounts falling due within one year
7
(205,179,958)
(18,054,247)
Net current liabilities
(205,179,958)
(705,796)
Total assets less current liabilities
(139,128,102)
37,454,006
Creditors: amounts falling due after more than one year
8
-
0
(165,305,092)
Net liabilities
(139,128,102)
(127,851,086)
Capital and reserves
Called up share capital
10
150
150
Profit and loss reserves
(139,128,252)
(127,851,236)
Total equity
(139,128,102)
(127,851,086)

The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true

These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the board of directors and authorised for issue on 27 October 2025 and are signed on its behalf by:
V Kisilevsky
Director
Company Registration No. 11104387
UK Academic Holdings Limited
Notes to the Financial Statements
For the year ended 31 July 2024
Page 2
1
Accounting policies
Company information

UK Academic Holdings Limited is a private company limited by shares incorporated in England and Wales. The registered office is Buchanan House, 30 Holborn, London, EC1N 2HS.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary a mounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention, modified to include the include investments and certain financial instruments at fair value. The principal accounting policies adopted are set out below.

The company has taken advantage of the exemption under section 399 of the Companies Act 2006 not to prepare consolidated accounts, on the basis that the group of which this is the parent qualifies as a small group. The financial statements present information about the company as an individual entity and not about its group.

1.2
Going concern

At the year end, the company had net liabilities of £true 139,128,102. The company's principal liabilities are loan notes with a capital amount of £143,037,548 which were due for repayment in December 2024, which were subsequently renegotiated for repayment on 30 January 2027. Additionally, at the year end including accrued interest of £51,563,078 is repayable on demand of the lender. The company is reliant on the support of other group companies to fund any request for repayment of accrued interest and to cover the company's minimal operational costs.

Global University Systems Holding B.V., the main source of group support for this entity, has provided a letter of support to the directors which confirms that it will provide sufficient financial support to the company to enable the company to continue to trade and to meet its liabilities as they fall due, for a period of at least one year from the date of signature of the audit report for the year ended 31 May 2024. In the same letter, Global University Systems Holding B.V. further confirms that it will not seek repayment of the amount owed by the company to Global University Systems Holding B.V. of £194,600,627 loan agreements including accrued interest, and £10,568,151 of other amounts owed to the group until such time as the company is able to repay it without compromising its ability to continue to trade and to meet its liabilities as they fall due.

The Directors have review ed options for the extension and restructuring of the loan notes and further details of extensions agreed after the date of the balance sheet are included in note 12.

As a result, having assessed the response of the directors of Global University Systems Holding B.V., in light of its support and on the basis of their assessment of the company's financial position and Global University Systems Holding B.V.'s financial position, the Directors have a reasonable expectation that the company will b e able to continue in operational existence for a period of at least 12 months from the date of approval of these financial statements and therefore they continue to adopt the going concern basis of accounting in preparing the financial statements.

UK Academic Holdings Limited
Notes to the Financial Statements (Continued)
For the year ended 31 July 2024
1
Accounting policies
(Continued)
Page 3
1.3
Fixed asset investments

Interests in subsidiaries 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.

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.

1.4
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.

1.5
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 paymen ts discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

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. A m ounts 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.

UK Academic Holdings Limited
Notes to the Financial Statements (Continued)
For the year ended 31 July 2024
1
Accounting policies
(Continued)
Page 4
1.6
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.

1.7
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.8
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.9
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. Gains and losses arising on translation in the period are included in profit or loss as administrative costs or other operating income.

UK Academic Holdings Limited
Notes to the Financial Statements (Continued)
For the year ended 31 July 2024
Page 5
2
Judgements and key sources of estimation uncertainty

In the application of the company’s accounting policies, the directors are 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.

At the year end, the company held investments in subsidiaries at a carrying value of £66,051,856. The Directors have performed an impairment test to assess the recoverable amount of this investment. The impairment assessment principally involved a review of the subsidiary's net assets and its future plans. The Directors have also had regard to the economic circumstances in which the subsidiary operates. No impairment has been identified as a result of the assessment. Post year end there was a sale of shares in a subsidiary and this value is recognised in the investment valuation. Further details on this sale are included in note 12.

The Directors also apply judgement in assessing the likelihood of a corporation tax liability arising in respect of the company's results. In making such an assessment the Directors take into account the availability of brought forward losses within the company and other UK group entities as well as their expectations in respect of the application, allocation and extent of reliefs under corporate interest restrictions rules. In applying these judgements, the Directors concluded that their expectation is that no corporation tax liability will arise relating to the company's activities in the year to 31 July 202 4.

3
Employees

The average monthly number of persons (including directors) employed by the company during the year was:

2024
2023
Number
Number
Total
2
2
4
Fixed asset investments
2024
2023
£
£
Shares in group undertakings and participating interests
66,051,856
38,159,802
UK Academic Holdings Limited
Notes to the Financial Statements (Continued)
For the year ended 31 July 2024
4
Fixed asset investments
(Continued)
Page 6
Movements in fixed asset investments
Shares in subsidiaries
£
Cost or valuation
At 1 August 2023
38,159,802
Additions
27,892,054
At 31 July 2024
66,051,856
Impairment
At 1 August 2023
-
At 31 July 2024
-
Carrying amount
At 31 July 2024
66,051,856
At 31 July 2023
38,159,802
5
Subsidiaries

Details of the company's subsidiaries at 31 July 2024 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
St. Patrick's International College Limited
England and Wales
Ordinary share capital
100.00
LCCM AU UK Ltd
England and Wales
Ordinary share capital
100.00
GUS Education Australia Pty Limited
Australia
Ordinary shares
100.00
Future Learn Limited
England and Wales
Ordinary shares
93.80
Global University Systems Germany B.V
Germany
Ordinary Shares
100.00
6
Debtors
2024
2023
Amounts falling due within one year:
£
£
Amounts owed by group undertakings
-
0
17,348,451
UK Academic Holdings Limited
Notes to the Financial Statements (Continued)
For the year ended 31 July 2024
Page 7
7
Creditors: amounts falling due within one year
2024
2023
£
£
Bank loans
-
0
5,282
Amounts owed to group undertakings
10,568,151
-
0
Other creditors
194,600,627
18,030,615
Accruals and deferred income
11,180
18,350
205,179,958
18,054,247
8
Creditors: amounts falling due after more than one year
2024
2023
£
£
Other creditors
-
165,305,092
9
Loans and overdrafts
2024
2023
£
£
Bank loans
-
0
5,282
Loans from group undertakings and related parties
194,600,627
183,335,707
194,600,627
183,340,989
Payable within one year
194,600,627
18,035,897
Payable after one year
-
0
165,305,092

Included in other borrowings is a floating rate loan note of €150,000,000 issued on 22 December 2017 and were due for repayment on 18 December 2024, which has subsequently been renegotiated for repayment on 30 January 2027 . The loan note attracts interest at EURIBOR plus 3.75%.

Other borrowings also includes a floating rate loan note of €19,900,000 issued on 23 February 2018 and was due for repayment on 18 December 2024, which has subsequently been renegotiated for repayment on 30 January 2027. The loan note attracts interest at EURIBOR plus 4.75%.

Both loan notes were issued to, and were held at the year end by, Markermeer Finance B.V., a wholly-owned subsidiary of Global University Systems Holding B.V. and the extensions of the agreements above are considered to be non adjusting post balance sheet events.

Both issues of loan notes are secured by way of fixed and floating charges over certain of the company's assets. Other group companies have provided a guarantee in favour of the holder of the notes.

Interest accruing on the loan notes is repayable at the demand of the noteholder and so is presented as current.

UK Academic Holdings Limited
Notes to the Financial Statements (Continued)
For the year ended 31 July 2024
Page 8
10
Called up share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
150
150
150
150
11
Audit report information

As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006:

The auditor's report was unqualified.

Senior Statutory Auditor:
Shivani Kothari
Statutory Auditor:
Moore Kingston Smith LLP
12
Financial commitments, guarantees and contingent liabilities

The company, along with certain other companies in the Global University Systems group, is named as a guarantor in the senior facilities agreement for Markermeer Finance B.V., a group company. A fixed and floating security has been provided over certain of the company's assets. The facility which totals approximately €1 billion is due for repayment in 2027 and an associated revolving credit facility of £120m is due to be repaid in 2026. The Directors consider that no material exposure arises as a result of the guarantee commitment as at the year end.

At the year end and date of signing the financial statements, an HMRC enquiry was ongoing into certain of the company's tax filings relating to previous accounting periods, along with other companies in the Global University Systems group. The outcome of the enquiry may be that additional tax becomes payable, plus any interest and penalties. The Directors consider the outcome of the enquiry to be uncertain.

13
Events after the reporting date

After the year end, a group reorganisation was transacted whereby the Company disposed of a subsidiary to another group entity. On 15 October 2025, Global University Systems Germany B.V. was sold for consideration of £27,892,000 to another group entity.

Loan renegotiations occurred post year end and as a result the loan repayment was extended to January 2027, which would have classified the loan as a long term loan instead of a current liability. This has been classified as a non adjusting post balance sheet event. Further details are included in note 9.

14
Related party transactions

The company has taken advantage of the exemption allowed in FRS 102 Section 33 - Related Party Disclosures and has not disclosed details of related party transactions with entities that are wholly owned within the group.

UK Academic Holdings Limited
Notes to the Financial Statements (Continued)
For the year ended 31 July 2024
Page 9
15
Parent company

The immediate parent undertaking is St Patrick's Holdings B.V., a company registered in The Netherlands.

The ultimate controlling party is The Heritage Trust, registered in Guernsey.

The smallest and largest group into which the entity is consolidated is Global University Systems Holding B.V., a company registered in The Netherlands. The registered office is Passeerdersgracht 23, 1016 XG, Amsterdam, The Netherlands.

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