REGISTERED NUMBER: 08800645 (England and Wales)

Financial Statements

for the Period 30 April 2024 to 28 April 2025

for

GUS UK Management Limited

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

3

DIRECTORS:

Evgene Groysman

Danilo Krivenko

SECRETARY:

Valery Kisilevsky

REGISTERED OFFICE:

30 Holborn

Buchanan House

London

EC1N 2HS

REGISTERED NUMBER:

08800645 (England and Wales)

SENIOR STATUTORY AUDITOR:

Jeffrey Bor FCA

AUDITORS:

SCB (Accountants) Limited

31 Sackville street

Manchester

M1 3LZ

Fixed assets

Tangible assets

5

3,047

15,009

Current assets

Debtors

6

557,188

585,986

Cash at bank

71,751

7,859

628,939

593,845

Creditors

Amounts falling due within one year

7

(539,954

)

(367,265

)

Net current assets

88,985

226,580

Total assets less current liabilities

92,032

241,589

Creditors

Amounts falling due after more than one year

8

(17,713,529

)

(18,686,017

)

Net liabilities

(17,621,497

)

(18,444,428

)

Capital and reserves

Called up share capital

9

1

1

Retained earnings

(17,621,498

)

(18,444,429

)

Shareholders' funds

(17,621,497

)

(18,444,428

)

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

In accordance with Section 444 of the Companies Act 2006, the Profit and Loss Account has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 18 May 2026 and were signed on its behalf by:

Danilo Krivenko - Director

1.	STATUTORY INFORMATION

GUS UK Management Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

The presentation currency of the financial statements is the Pound Sterling (£).

2.	ACCOUNTING POLICIES

BASIS OF PREPARING THE FINANCIAL STATEMENTS

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

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 4 ' Statement of Financial Position': Reconciliation of the opening and closing member of shares;

2. Section 7 'Statement of Cash Flows': Presentation of a statement of cash flow and related notes and disclosures;

3. 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;

4. 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;

5. 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.

GOING CONCERN

The financial statements have been prepared on a going concern basis, which assumes that the Company will continue in operational existence for the foreseeable future and be able to realise its assets and discharge its liabilities in the normal course of business.

As at 28 April 2025, the Company reported net liabilities of £17.6 million (2024: £18.4 million). Although the Company generated a profit during the year, it remains reliant on continued revenue generation from key university partnerships and is forecast to generate negative cash flows over the forecast period. The Company’s ability to meet its obligations as they fall due is therefore dependent upon the continued financial support of the wider Global University Systems ("GUS") group.

The directors have prepared cash flow forecasts covering a period of at least 12 months from the date of approval of these financial statements. These forecasts indicate that the Company will continue to require financial support from group entities in order to maintain adequate liquidity. The forecasts have been subjected to sensitivity analysis and stress testing, including scenarios involving reductions in revenue, increases in operating costs, and delays in the receipt of intra group funding. Under severe but plausible downside scenarios, liquidity headroom reduces significantly, and the Company continues to rely on the availability and timing of group support.

The Company benefits from a formal letter of support from its immediate parent company, Global University Systems Holdings B.V., confirming that it will provide such financial assistance as may be required to enable the Company to meet its liabilities as they fall due for a period of at least 12 months from the date of approval of the financial statements. The directors have considered the financial position, liquidity, and ongoing trading performance of the parent and wider group, including a review of the parent company’s audited consolidated financial statements, recent management accounts, and budgets. Based on this review, the directors believe that the parent company has both the intention and financial capacity to continue to provide support to the Company as required.

Notwithstanding the above support, the existence of significant net liabilities, forecast negative cash flows, and reliance on continued financial support from the wider GUS group represent events or conditions that indicate the existence of a material uncertainty which may cast significant doubt on the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that would be required if the Company were unable to continue as a going concern.

TURNOVER

Turnover is recognised at the fair value of the consideration received or receivable for services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.

TANGIBLE FIXED ASSETS

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses. Individual fixed assets costing £500 or more are capitalised at cost.

Depreciation is recognised so as to write off the cost or valuation of assets less residual values over the useful life on the following basis:

Computers 3 year straight line basis

Motor Vehicle 4 year straight line basis

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

IMPAIRMENT OF FIXED ASSETS

At each reporting period end date, the company reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

TAXATION

Taxation for the period comprises current and deferred tax. Tax is recognised in the Profit and Loss Account, 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 period 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.

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.

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.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.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the period was 2 (2024 - 2 ) .

4.	AUDITORS' REMUNERATION

Period

30.4.24

to

Year ended

28.4.25

29.4.24

£

£

Fees payable to the company's auditors for the audit of the company's financial statements

9,850

6,250

5.	TANGIBLE FIXED ASSETS

Motor

Computer

vehicles

equipment

Totals

£

£

£

COST

At 30 April 2024

and 28 April 2025

23,511

36,623

60,134

DEPRECIATION

At 30 April 2024

16,654

28,471

45,125

Charge for period

5,877

6,085

11,962

At 28 April 2025

22,531

34,556

57,087

NET BOOK VALUE

At 28 April 2025

980

2,067

3,047

At 29 April 2024

6,857

8,152

15,009

6.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Trade debtors

211,888

544,606

Other debtors

345,300

41,380

557,188

585,986

7.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Trade creditors

37,635

60,311

Taxation and social security

288,615

284,429

Other creditors

213,704

22,525

539,954

367,265

8.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2025

2024

£

£

Amounts owed to group undertakings

17,713,529

18,686,017

Amounts owed to group undertakings are unsecured and no interest payable on the above stated balance.

No demand for repayment of amounts owed to group undertakings will be made without giving 12 months notice that repayment is to be demanded.

9.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2025

2024

value:

£

£

1

Ordinary share capital

1

1

1

10.	DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

The Report of the Auditors was unqualified.

Material uncertainty relating to going concern

We draw attention to Note 2 in the financial statements, which indicates that the Company reported net liabilities of £17.6 million as at 28 April 2025 and is forecast to generate negative cash flows, such that it remains dependent upon continued financial support from the wider Global University Systems group. As explained in Note 2, the Company’s ability to continue as a going concern is dependent upon the ongoing availability of financial support from its immediate parent company, Global University Systems Holdings B.V., which has provided a formal letter of support confirming its intention to provide such support for a period of at least 12 months from the date of approval of the financial statements.

These events and conditions, as set out in Note 2, indicate that a material uncertainty exists that may cast significant doubt on the Company’s ability to continue as a going concern. Our opinion is not modified in respect of this matter.

Jeffrey Bor FCA (Senior Statutory Auditor)

for and on behalf of SCB (Accountants) Limited

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.

12.	ULTIMATE CONTROLLING PARTY

The immediate parent undertaking is Global University Systems BV., a company incorporated in the Netherlands. The address of its registered office is Passeerdersgracht 23, 1016XG, Amsterdam, The Netherlands.

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.