Trinity Holdco Ltd - Accounts to registrar (filleted)

REGISTERED NUMBER: 11429892 (England and Wales)

Financial Statements

for the Year Ended 31 May 2025

for

Trinity Holdco Ltd

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

3

DIRECTORS:

Evgene Groysman

Danilo Krivenko

REGISTERED OFFICE:

30 Holborn

Buchanan House

London

EC1N 2HS

REGISTERED NUMBER:

11429892 (England and Wales)

AUDITORS:

SCB (Accountants) Limited

31 Sackville street

Manchester

M1 3LZ

Fixed assets

Investments

5

41,772,662

44,210,278

Current assets

Debtors

6

24,332,842

24,797,500

Creditors

Amounts falling due within one year

7

(822,286

)

(819,686

)

Net current assets

23,510,556

23,977,814

Total assets less current liabilities

65,283,218

68,188,092

Creditors

Amounts falling due after more than one
year

8

(75,218,456

)

(76,910,743

)

Net liabilities

(9,935,238

)

(8,722,651

)

Capital and reserves

Called up share capital

9

100

Retained earnings

(9,935,338

)

(8,722,751

)

Shareholders' funds

(9,935,238

)

(8,722,651

)

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 has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 28 July 2026 and were signed on its behalf by:

Evgene Groysman - Director

1.	STATUTORY INFORMATION

Trinity Holdco Ltd 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 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 exempt from the requirement to prepare consolidated financial statements under Section 401 of the Companies Act 2006 as it is itself a subsidiary undertaking included in publicly available consolidated financial statements prepared by a parent undertaking established in the EEA.

GOING CONCERN

At 31 May 2025, the Company had net liabilities of £9,935,238 (2024: £8,722,651) and incurred a loss for the year of £1,212,587 (2024: £5,318,198). The Company is a holding company and is dependent on support from fellow group entities to meet its obligations as they fall due.

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 require continued financial support from its immediate parent undertaking, Global University Systems Holding B.V., in order to meet its liabilities as they fall due. The directors have received written confirmation from the immediate parent undertaking that it will continue to provide such financial support for a period of at least 12 months from the date of approval of these financial statements and that no demand will be made for repayment of group balances where such demand would prevent the Company from meeting its obligations as they fall due.

The directors have reviewed the financial position of the supporting group entities and the assumptions underlying the forecasts and believe that the Company will have access to sufficient financial resources to continue in operational existence for the foreseeable future. Accordingly, the financial statements have been prepared on a going concern basis.

However, the Company's net liability position, recurring losses and dependence upon continued financial support from group undertakings indicate the existence of a material uncertainty that may cast significant doubt upon the Company's ability to continue as a going concern. Notwithstanding this material uncertainty, the directors have a reasonable expectation that the Company will have adequate resources to continue in operational existence for a period of at least twelve months from the date of approval of these financial statements, having regard to the financial support available from its immediate parent undertaking. Accordingly, the directors continue to adopt the going concern basis of accounting in preparing these financial statements. The financial statements do not include any adjustments that would result if the Company were unable to continue as a going concern.

In assessing the appropriateness of the going concern basis, the directors also considered developments within the wider Academic Bridge group subsequent to the reporting date. During the period following the year end, the group successfully completed a refinancing of certain external borrowing facilities. Whilst the Company was not a direct party to these arrangements, the refinancing provides additional evidence of the group's continued access to funding and supports the directors' assessment that adequate financial resources will remain available to the Company for the foreseeable future

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.

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.

The Company's financial assets and liabilities principally comprise balances with group undertakings. The Company is exposed to credit risk in respect of amounts due from group undertakings and foreign currency risk arising on balances denominated in US Dollars. The directors monitor these exposures on an ongoing basis and consider the associated risks to be appropriately managed through the financial support and oversight provided by the wider group

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. 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.

SIGNIFICANT JUDGEMENT - RECOVERABILITY OF INVESTMENT IN SUBSIDIARY AND INTERCOMPANY LOAN

The Company holds an investment in Trinity Bidco LLC of £41.8 million and an intercompany loan receivable of £24.3 million at 31 May 2025. Management has considered whether indicators of impairment exist in respect of these balances. The assessment considered, among other matters, the trading performance and financial position of Trinity Bidco LLC, including its loss-making position during the year and net liability position at the reporting date.

Management performed a recoverability assessment using forecast cash flows and a value-in-use model prepared for Trinity Bidco LLC. The value-in-use model applied a pre-tax discount rate (weighted average cost of capital) of approximately 4.3% and a long-term growth rate of 2.0%. Management concluded that sufficient headroom exists before impairment would become necessary. The assessment incorporated management's expectations regarding future student enrolments, revenue growth, operating margins and long-term growth rates. Sensitivity analysis was performed in respect of key assumptions.

In addition, management considered the strategic importance of Trinity Bidco LLC within the wider Academic Bridge group and the continued financial support available from group undertakings. Academic Bridge B.V. and the wider group continue to operate substantial educational businesses and successfully completed a refinancing of their external debt facilities subsequent to the year end, providing evidence of ongoing access to funding.

Based on the assessment performed, the directors concluded that the recoverable amount of the investment in Trinity Bidco LLC exceeds its carrying value and that the intercompany loan balance remains recoverable. Accordingly, no impairment provision has been recognised as at 31 May 2025.

The recoverability assessment is inherently judgemental and remains dependent upon the achievement of forecast trading performance and the continued availability of group financial support.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 2 (2024 - 1 ) .

4.	AUDITORS' REMUNERATION

2025

2024

(As

restated)

£

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

2,500

6,750

Total audit fees

2,500

6,750

5.	FIXED ASSET INVESTMENTS

Shares in

group

undertaking

£

COST

At 1 June 2024

44,210,278

Exchange differences

(2,437,616

)

At 31 May 2025

41,772,662

NET BOOK VALUE

At 31 May 2025

41,772,662

At 31 May 2024

44,210,278

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 2025 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.