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2025-08-31-accounts

The Metanoia Institute

Annual Report and Financial Statements

31 August 2025

Charity Registration Number 1050175

Company Registration Number 02918520 (England and Wales)

Contents

Reports

Reports
Reference and administration details 1
Trustees’ report 3
Statement of corporate governance
and internal control 17
Independent auditor’s report 25
Financial Statements
Statement of financial activities 30
Balance sheet 31
Statement of cash flows 32
Principal accounting policies 33
Notes to the financial statements 36

The Metanoia Institute

Reference and administrative details Year to 31 August 2025

Trustees Professor Sally Glen (Chair)
Dotun Olaleye (Vice Chair)
Kelvin Jones
Nafeesa Mitha
Neil Laventure (until 09/12/2024)
Anthea Bamford (from 01/01/2025)
Gillian McGrattan (from 27/01/2025)
Heather Salway (from 09/01/2025)
The trustees are appointed by resolution for a
term of up to four years and thereafter for
three-year terms for a maximum of four
consecutive terms.
Company secretary Lauren Phipps (until 06/01/2025)
Sandra Bekvalac (from 06/01/2025)
Chief Executive Officer Dr Hannah Friend
Director of Finance Shahzad Asghar
Registered office 13 North Common Road
Ealing
London
W5 2QB
Additional training premises 13 Gunnersbury Avenue
Ealing
London
W5 3XD
Director of Education Paul McDermott (until 11/07/2025)
Amanda Wilkinson (from 12/07/2025)
Director of Clinical Training Dr Peter Pearce

The Metanoia Institute 1

Reference and administrative details Year to 31 August 2025

Company registration number 02918520
Charity registration number 1050175
Auditor Buzzacott Audit LLP
130 Wood Street
London
EC2V 6DL
Bankers HSBC Bank plc
46 The Broadway
London
W5 5JZ
Solicitors Bates Wells & Braithwaite LLP
2-6 Cannon Street
London
EC4M 6YH

The Metanoia Institute 2

Trustees’ report Year to 31 August 2025

STRUCTURE, GOVERNANCE AND MANAGEMENT

Status and Administration

The Metanoia Institute (“the Institute”) is a charitable company limited by guarantee and was established on 8 April 1994. It is governed by a Memorandum and Articles of Association.

Metanoia Institute’s registered charity number is 1050175 and the company registered number is 02918520.

The Trustees, who are also directors of the Metanoia Institute for the purposes of the Companies Act, present their annual report and audited financial statements for the year ended 31 August 2025. These have been prepared under the provisions of the Statement of Recommended Practice (SORP) Accounting and Reporting by Charities: Statement of Recommended Practice applicable to charities preparing their financial statements in accordance with the Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland (FRS 102) and comply with the latest Office for Students’ Accounts Direction.

Governance Structure

Metanoia Institute’s governance arrangements have been developed to ensure compliance and best practice is maintained across the organisation. It is recognised that good governance is essential to the maintenance of academic standards, the quality of the student learning experience and effective organisational management.

The Board of Trustees is the senior body acting with legal and strategic accountability for Metanoia Institute. The various authorities and actions pertaining to the Board of Trustees are detailed in two formal documents: the organisation’s Articles of Governance and Articles of Association. These include: responsibility for corporate governance, corporate performance monitoring, financial stewardship and the on-going management, appraisal and support of the Chief Executive Officer.

The work of the Board of Trustees is supported by three specialist sub-committees: the Finance (FSC), Audit and Risk (ARSC), and Staffing and Remuneration (SARSC). The purpose of the Finance Sub-Committee and the Audit and Risk Sub-Committee is to assist the Board of Trustees in fulfilling their statutory financial responsibilities and in discharging their duties diligently and efficiently. The purpose of the Staffing and Remuneration SubCommittee is to oversee and support policies and practice in relation to Human Resources functions and to make proposals to the Board of Trustees for implementation.

At the functional level, there is a clear division of responsibility between the Executive Committee (which oversees all matters pertaining to the strategic, financial and operational management of the Institute) and Academic Board (which oversees all matters pertaining to programmes, academic and student lifecycle management as well as quality assurance and enhancement).

The Metanoia Institute 3

Trustees’ report Year to 31 August 2025

STRUCTURE, GOVERNANCE AND MANAGEMENT (continued)

Governance Structure (continued)

The Executive Committee comprises the Chief Executive Officer, the Director of Education, the Director of People and Culture, the Director of Clinical Training, the Director of Finance and the Head of Governance and Compliance, with the Academic Registrar, Head of Operations, Head of Marketing and Communications, Associate Director Education PGT AND Associate Director Education UGT making up the wider Senior Management Group Its core purposes are to enact the decisions of the Board of Trustees, to manage the Institute’s dayto-day operations and to be accountable for the financial management of the Institute. Furthermore, the Executive ensures that an appropriate level of consideration is given to strategic decisions, that there is accountability for those decisions and that effective leadership of, and communication with, staff across the Institute is achieved. The key responsibilities of the Executive are to deliver the strategic and operational plans of the Institute as well as to agree policies and effective implementation to support their delivery.

The Academic Board comprises the Chief Executive Officer (as Chair), the Director of Education (as Chair of the Education Committee), the Associate Directors of Education (one for Undergraduate and Postgraduate Research and one for Postgraduate Taught programmes), the Academic Registrar, and academic and support staff representatives along with student representatives, as well as the Chairs of the following committees: Ethics Committee; Joint Staff and Student Committee; Programme Assessment Boards.

Its core purpose is to act as Metanoia Institute’s principal academic authority. The Academic Board guides the Institute’s academic development, the setting and maintenance of threshold academic standards and the quality of the student experience, oversees quality assurance and enhancement and determines and authorises curriculum content.

The Academic Board is also responsible for the academic aspects of portfolio development research, learning, teaching and assessment and for overseeing the validation and review of programmes, the admission of students and all areas pertaining to academic delivery and support.

To enable the Executive Committee and Academic Board to carry out these manifold tasks, a number of sub-committees have been established and are operating in a deliberative context. The following report to Academic Board: Ethics Committee; Education Committee (with combined oversight of Quality, Standards and enhancement and Learning, Teaching and Assessment matters); Joint Staff and Student Committee. A number of sub-groups report to the Executive Committee: Senior Management Group; Policy Review Group; Student Fees, Funding and Hardship Committee. The Equality, Diversity and Inclusion Committee reports to Academic Board on academic matters and on corporate, institutional matters it reports to the Executive Committee. Each sub-committee is chaired by a senior manager and comprises a broad membership of staff and student representatives that encourages robust and effective ideas-generation and decision-making throughout the Institute.

Committee servicing is jointly managed by the Executive Officer and the Academic Governance Officer. The former is responsible for servicing and coordination of actions of the Board of Trustees and its sub-Committees, as well as Executive and its sub-groups and

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Trustees’ report Year to 31 August 2025

STRUCTURE, GOVERNANCE AND MANAGEMENT (continued)

Governance Structure (continued)

committees, while the Academic Governance Officer is responsible for servicing and coordinating the Academic Board and its sub-committees.

Vision 2023-2028

To Lead the way in therapy education and training, cultivating an outstanding, culturally responsive, and highly skilled psychological workforce. We aim to transcend barriers, making therapy accessible to every corner of society, using our influence to create impactful and positive change.

Core Purpose

  1. Education – We will provide a transformative and enriching teaching and learning experience that empowers students to achieve their potential and inspires them to make a positive impact in their communities. We will nurture a supportive learning environment that fuels growth, sparks creativity, and cultivates critical thinking, using research to continuously explore and implement evidence-based approaches for the most effective and impactful educational experience.

  2. Training –We will deliver programmes that integrate clinical practice with academic rigour underpinned by research to provide well-defined and flexible training pathways that lead to immediate employability across all sectors, allowing graduates to make a meaningful impact from day one.

Metanoia Institute’s Strategic Aims support the pursuit of the Vision and Purpose as follows:

Strategic Aims

Strategic Aim 1 : To foster a culture of Inclusion that promotes diversity, equity and belonging for all students and staff, through inclusive teaching practices, an inclusive curriculum, and an inclusive environment.

Strategic Aim 2 : To drive Innovation across all aspects of our institution by modernising education design and delivery methods, upgrading supporting infrastructure, enhancing our brand, and marketing efforts, and leveraging digitisation. To offer teaching, training and lifelong learning of the highest quality.

Strategic Aim 3 : To become an Intelligence-led institution that prioritises data driven decision making, evidence-based education and practice and a student-centred approach, whilst staying ahead of emerging trends in Higher Education

Strategic Aim 4: To ensure the long-term Sustainability by becoming an autonomous organisation, maximising growth and income opportunities, and embedding sustainable development principles across all our plans including financial security.

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Trustees’ report Year to 31 August 2025

STRUCTURE, GOVERNANCE AND MANAGEMENT (continued)

Strategic Aims (continued)

Metanoia Institute’s decision to work towards Degree Awarding Powers (DAPs) is a collective reflection of the aspirations of our Board of Trustees, Executive, Administration, Support Staff and the Student Body. This particular objective is to consolidate the Institute’s position in Higher Education by attaining DAPs, potentially leading to University Title, and to ensure sustainability of the organisation. The organisation has a clear route and timetable in place for the assessment phase of this process, to be concluded in early 2026.

Reasons for Seeking Degree Awarding Powers

Metanoia Institute is a mature institution, having been engaged in the development, delivery, and assessment of higher education programmes since 1984.

Five of the Institute’s programmes (MSc Gestalt Psychotherapy, MSc Integrative Psychotherapy, MSc Transactional Analysis Psychotherapy, MSc Contemporary PersonCentred Psychotherapy, and BA (Hons) Person-Centred Counselling) having been in continuous delivery for twenty years or more, and the DPsych is currently recruiting its twenty second cohort. Recruitment and outcomes continue to be positive, and even in the face of recent pressures faced by Higher Education, these programmes have continued to grow.

Metanoia Institute is confident that it has the capacity to act as an autonomous academic community, to determine the awards that it offers, to set and maintain the academic standards of those awards and to assure and enhance the quality of the student experience in delivering those awards.

Securing Degree Awarding powers also secures the organisation’s future, allowing for innovation and growth to occur.

Management Structure

The Board of Trustees of Metanoia Institute (the Institute) appoints the Chief Executive Officer (CEO), who is responsible to the Board for implementing its decisions, for the day-to-day executive direction and management of the Institute, and for the leadership of all staff.

The CEO line-manages the Director of Clinical Training; the Director of Education; the Academic Registrar; the Director of Finance; the Head of People and Culture; the Head of Operations; the Head of Marketing & Communications; the Head of Governance & Compliance; and the Executive Officer.

The Director of Education, in turn, line-manages two Associate Directors who have ‐ operational responsibility for specific parts of the academic portfolio and who also line manage respective academic, administrative and support staff. Details of staff numbers are provided in Note 3 to the financial statements.

Trustee Recruitment, Appointment and Training

During the year ending Aug 2025 the Board retained responsibility for coordinating the process for the appointment of new Trustees. This process has now been delegated to a

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Trustees’ report Year to 31 August 2025

STRUCTURE, GOVERNANCE AND MANAGEMENT (continued)

Trustee Recruitment, Appointment and Training (continued)

Nominations Committee. The Board reviews forthcoming vacancies, assesses the balance of skills and experience on the Board, and ensures recruitment and selection are carried out in line with governance best practice. Prospective Trustees are interviewed by a selection panel, normally chaired by the Chair of the Board, to assess suitability and alignment with the Institute’s values and strategic priorities.

All newly appointed Trustees receive a formal induction which includes a comprehensive checklist of training materials and introductory meetings with the CEO, the Chair of the Board and other senior personnel. Ongoing training is provided to ensure Trustees remain informed on developments in higher education governance, finance, regulation and the Institute’s strategic environment.

Remuneration of Key Management Personnel

The Institute defines its key management personnel (KMP) as those members of the Executive Team who have authority and responsibility for planning, directing and controlling the activities of the Institute. Decisions on the remuneration of the CEO rest with the Board of Trustees. Other KMP salaries fall within a scale of £70k to £90k depending on experience. Remuneration for all KMP is reviewed annually by the Staffing & Remuneration SubCommittee and takes account of:

Remuneration decisions are taken with due regard to transparency, proportionality and justification, and are subject to final approval by the Board. The Institute publishes appropriate disclosures in its staff costs note in the financial statements in line with the OfS Accounts Direction and Charity Commission/FRS 102 requirements.

Academic Provision

Metanoia Institute’s provision is grouped into the following distinct areas:

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Trustees’ report Year to 31 August 2025

STRUCTURE, GOVERNANCE AND MANAGEMENT (continued)

Academic Provision (continued)

Undergraduate provision and Postgraduate Research provision are overseen by the Associate Director for Undergraduate and Postgraduate Research whose areas of responsibility include the following ‘core’ programmes:

(Each of these programmes also relates to professional clinical Metanoia Diploma award)

These programmes combine rigorous academic study with professional clinical training, ensuring that students develop both theoretical and practice-based competence in accordance with sector and regulatory expectations.

The Associate Director of Postgraduate Taught oversees the work of staff and students on the following programmes:

(Each of these programmes also relates to a professional clinical Metanoia Diploma award)

Clinical and Professional Training

Clinical and professional training form a core part of the Institute’s educational model, integrating theory, practice, and research. Training is designed to prepare students for professional registration and ethical practice across a range of modalities.

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Trustees’ report Year to 31 August 2025

STRUCTURE, GOVERNANCE AND MANAGEMENT (continued)

Clinical and Professional Training (continued)

Clinical practice is supported through a structured placement framework that provides trainees with high-quality, supervised experience in counselling and psychotherapy. The Institute’s clinical services underpin this framework, including:

The Institute maintains ongoing engagement with professional, statutory and regulatory bodies (PSRBs) to ensure that all training programmes, placements, and quality processes meet external accreditation and commissioning standards, including NHS Talking Therapies (IAPT) requirements where relevant.

Clinical governance, supervision quality, and placement capacity are regularly reviewed to ensure that professional and ethical standards are met.

Professional Diplomas and Post-Qualification Pathways

Metanoia Institute offers a range of professional clinical diplomas that are embedded within the academic award-bearing programmes. These qualifications provide the recognised practitioner training alongside the academic awards and lead to professional recognition or registration.

Programmes include:

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Trustees’ report Year to 31 August 2025

STRUCTURE, GOVERNANCE AND MANAGEMENT (continued)

Continuing Professional Development (CPD) and Innovation

- The Institute offers a comprehensive range of post qualifying career progression programmes or employer funded training supporting professional growth and workforce development across the counselling and psychotherapy sectors.

Current programmes include:

In addition, the Institute provides a portfolio of CPD workshops and professional certificates, open to students, alumni, staff and independent practitioners. These range from single-day specialist workshops to multi-day accredited programmes.

Knowledge Exchange and Partnerships

Metanoia Institute actively contributes to knowledge exchange and service innovation through collaborative projects with universities, schools, NHS services, and voluntary sector organisations. This work enhances workforce development, supports research-informed practice, and strengthens community impact.

Partnerships with external organisations expand student placement opportunities, contribute to curriculum development, and promote engagement with evolving practice environments across the therapy and mental health sectors.

The Student Population

Metanoia Institute’s student population stood at 1,348 in 2024/25 (2023/24: 1,206) . Of these, 234 students were enrolled on doctoral programmes, 743 on taught postgraduate programmes, 184 on undergraduate programmes, and 187 on professional programmes. This represents a modest year-on-year increase across all levels of study, reflecting continued demand for Metanoia’s professionally accredited programmes in counselling, psychotherapy, and related disciplines.

Metanoia Institute recruits both nationally and internationally, with 79% of students coming from within the United Kingdom, 1% from the European Union, and less than 1% from outside

The Metanoia Institute 10

Trustees’ report Year to 31 August 2025

STRUCTURE, GOVERNANCE AND MANAGEMENT (continued)

The student population (continued)

the EU. Approximately 20 % of student domicile data remains unclassified. Within the UK, 50% of students are based in London, 13% in the South-East, and 16% across the rest of the UK, illustrating a strong regional reach with a concentration in the capital and surrounding areas.

The Institute’s student community continues to be diverse and atypical compared with the wider higher education sector. The average age across all programmes is 41 years, reflecting a high proportion of mature learners balancing study with professional and personal commitments. In terms of gender identity, 75% of students identify as female , 22% as male, and 1% as non-binary, with the remaining 2% identifying as other, transgender, or preferring not to disclose. Around 13% of students identify as belonging to the LGBTQI+ community, 13% come from Black, Asian, or Minority Ethnic backgrounds, and 19% have declared a disability. These figures demonstrate Metanoia’s ongoing commitment to widening participation, fostering inclusion, and supporting access for underrepresented groups across the psychological professions.

Quality monitoring

Quality assurance is maintained through robust internal and external mechanisms to ensure that academic and clinical training continues to meet the highest professional and educational standards. Oversight is achieved through a combination of institutional governance, university validation, and professional accreditation processes. These include:

These mechanisms collectively support continuous enhancement of teaching, learning and assessment, ensuring that Metanoia Institute’s programmes remain current, professionally relevant and aligned with both regulatory expectations and the Institute’s strategic priorities.

How our activities deliver public benefit

The Trustees have complied with their duty under Section 17(5) of the Charities Act 2011 to have due regard to guidance published by the Charity Commission on public benefit. The Institute’s charitable objectives are achieved through the advancement of education, research, and clinical practice in counselling, psychotherapy, and counselling psychology. These activities deliver significant benefit to students, practitioners, and the wider community.

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Trustees’ report Year to 31 August 2025

STRUCTURE, GOVERNANCE AND MANAGEMENT (continued)

How our activities deliver public benefit (continued)

The Trustees and Senior Management Team consider the public benefit requirement in all strategic and operational decisions, ensuring that educational programmes, research activity, and clinical services contribute directly to the Institute’s charitable purpose and its commitment to widening participation.

The Trustees have complied with the duty in Section 17 (5) of the Charities Act 2011 to have due regard to guidance published by the Charity Commission on Public Benefit.

Examples of public benefit with regard to our educational services include:

A key feature of the Institute’s public benefit in education is the provision of bursaries to support access for students from a wide range of economic and social backgrounds. The Trustees believe that diversity enhances the learning environment and reflects the Institute’s inclusive values.

Examples of public benefit with regard to clinical services include:

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Trustees’ report Year to 31 August 2025

STRUCTURE, GOVERNANCE AND MANAGEMENT (continued)

How our activities deliver public benefit (continued)

Through these educational and clinical activities, Metanoia Institute fulfils its charitable purpose by promoting mental health and wellbeing, widening access to psychological education and training, and providing affordable therapeutic support to the public.

Achievements and performance

The Institute’s principal activity remains the provision of training courses in counselling, psychotherapy, counselling psychology and other associated psychological therapies. Metanoia also operates a lower-cost clinical service, which contributes both to the training of students and to the delivery of public benefit by providing accessible therapy to the local community.

Throughout the year, the Institute maintained stable operations and continued to deliver all programmes in line with its academic calendar. There have been no significant changes in the policies adopted to achieve its charitable objectives, apart from the regular annual review of policies to ensure compliance with regulatory and statutory requirements, including those of the Office for Students (OfS), the Charity Commission and professional, statutory and regulatory bodies (PSRBs).

Teaching is delivered primarily through the services of qualified trainers and practitioners in counselling, psychotherapy and counselling psychology, many of whom are established professionals within the healthcare and education sectors. Courses are offered on a part-time basis, typically at weekends, and normally lead to a qualification after three or more years of study. This flexible delivery model continues to attract mature learners and working professionals from across the UK and internationally.

The Institute secured new funding linked to its Counselling in Schools initiative, supporting both applied research and the expansion of services to children and young people. This activity aligns with the Institute’s charitable purpose of promoting psychological wellbeing through education and practice.

Metanoia Institute also continued to invest in its rolling programme of property repairs and replacements, ensuring that teaching, clinical and office facilities are maintained to a high standard. During 2024/25, improvements were made to classroom environments, accessibility, and digital infrastructure supporting teaching delivery

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Trustees’ report Year to 31 August 2025

STRUCTURE, GOVERNANCE AND MANAGEMENT (continued)

Achievements and performance (continued)

Premises

Metanoia Institute owns its two principal properties at 13 North Common Road and 13 Gunnersbury Avenue, which together accommodate its academic, administrative and clinical activities. The combined estimated market value of the properties remains approximately £6 million based on recent internal assessment. Both sites continue to provide suitable facilities for teaching, research and student services.

FUTURE PLANS

Attaining Degree Awarding Powers

A major focus is preparing for the acquisition of degree-awarding powers, which is targeted for early 2026. This requires investment in infrastructure, governance, academic processes, and staffing, all of which will be reflected in financial planning.

Education and Training Delivery

Metanoia continues to provide dual delivery approach, originally a product of the pandemic. However, this has now been further incorporated into to future plans and programme revalidation to encompass a greater level of formal blended learning. This aligns with our strategic aims to increase accessibility to training and to diversify the psychological workforce, by increasing flexibility.

The Institute will provide sufficient face-to-face teaching opportunities to ensure the continuity of the fundamentals of Metanoia Institute training; those being teaching which fosters relational learning and requires interpersonal, experiential opportunities. However, highquality teaching and learning will also be offered online, producing a blended offer.

Investment in Digital Infrastructure

The Institute continues to invest in its digital infrastructure, including the implementation of Quercus, the new student information system, to enhance operational efficiency and the overall student experience.

Financial plans reflect the ongoing costs associated with system upgrades, user training, and IT support.

Real Estate and Space Management

Financial commitments toward estates maintenance, space management, and possible expansion or optimisation of facilities are a part of future planning, including potential revenue generation from room rentals.

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Trustees’ report Year to 31 August 2025

FUTURE PLANS (continued)

Staff Development and Organisational Change

Investment in staff development is ongoing, to ensure that employees are equipped to handle ongoing change, particularly in light of leadership transitions and organisational growth. This includes training, leadership development programs, and efforts to maintain high levels of staff engagement.

FINANCIAL REVIEW

Financial performance

The incoming resources for the year amounted to £7,456,419 (2024: £5,963,737). This represents an increase of 25% on the previous year. This significant growth is primarily attributed to a rise in student enrolments across academic programmes, which has consequently increased tuition and related income streams. The uplift also includes a moderate increase in investment income, reflecting improved returns on cash deposits during the year.

Expenditure for the year amounted to £6,968,134 (2024: £5,834,233), an increase of £1,133,901 (19%). This rise corresponds with a higher volume of teaching and student activity, leading to proportionate increase in academic delivery costs, staffing and student support. The overall cost profile remains consistent with the institute’s financial plans and reflect continued investment in maintaining academic quality and institutional sustainability.

As a result of the above, surplus for the year was £488,285 (2024: surplus of £129,504).

Reserves policy and going concern

The Trustees define free reserves in accordance with Charity Commission guidelines in that they are generally unrestricted funds less tangible fixed assets, net of any related loans and excluding designated funds.

The Trustees have reviewed the Institute’s reserves policy and have decided to set free reserves at the equivalent of three months operating expenses, which approximates to £1,725,000. Trustees have agreed to review the level of reserves annually to ensure the appropriateness of the agreed level and any action required to adjust funds held in reserves. At 31 August 2025, free reserves amounted to £3,204,955 (2024: £2,666,452) which is above the target. However, future plans include significant capital investment within the next two years and reserves are being held above target to achieve this plan.

Reserves policy and going concern

After making appropriate enquiries, including student enrolment numbers for 2025/26 academic year the Board of Trustees considers that the organisation has adequate resources to continue in operational existence for the foreseeable future. For this reason, it continues to adopt the going concern basis in preparing the financial statements.

We do not have a pension liability. We do have funds invested within a high street bank.

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Trustees’ report Year to 31 August 2025

FINANCIAL REVIEW (continued)

RISK MANAGEMENT

The Trustees have formally re-assessed and reviewed the major risks to which the Institute is exposed to. Particular attention has been paid to the risks associated with the economic climate. The effectiveness of control systems in mitigating the Institute’s exposure to these risks have also been assessed. The key risks to the Institute, and measures to mitigate these risks, are listed below:

Risk assessment continues to be an ongoing process at the Institute.

FUNDRAISING STATEMENT

The Institute does not actively solicit donations from the public and is not registered with the Fundraising Regulator. No professional fundraisers or commercial participators were engaged during the year to carry out fundraising activities on behalf of the Institute.

The Institute has not signed up to any voluntary fundraising regulation schemes or codes of practice, and no such undertakings are in place.

Should the institute receive any ad-hoc donations in future, these would be managed in accordance with its internal financial controls, data protection obligations (GDPR), and relevant charity regulations.

As the Institute does not undertake public fundraising activities, no complaints were received in relation to fundraising during the year.

Trustees’ Report approved by the Trustees on 25 November 2025 and signed on their behalf by: Professor Sally Glen

Chair of Trustees 11 December 2025

The Metanoia Institute 16

Statement of Corporate Governance and Internal Control Year to 31 August 2025

The following statement is provided to enable readers of the annual report and financial statements of Metanoia Institute to obtain a better understanding of its governance and legal structure. The statement covers the period from 1 September 2024 to 31 August 2025 and up to the date of the approval of the annual report and financial statements.

Metanoia Institute endeavours to conducts its business;

  1. Having due regard to the UK Corporate Governance Code in so far as it is applicable to the Higher Education Sector.

  2. Complying with Office for Students on-going conditions or regulations and terms of conditions of funding as well as other regulatory responsibilities.

We continue to have due regard to the UK Corporate Governance code and the Charity Governance Code, and we apply the CUC (Committee of University Chairs) Governance Code on a comply or explain basis as per the expectation of the Office for Students one of our main regulators. We have reported on our Corporate Governance arrangements by drawing upon best practice available, including those aspects of the UK Corporate Governance Code that we consider relevant to the Higher Education Sector.

The Board of Trustees recognises that as a body entrusted with both public and private funds, it has a particular duty to observe the highest standards of corporate governance at all times.

The Institute’s governing body, the Board of Trustees, comprises members who are all independent of management and free from any relationship that could materially interfere with the exercise of their independent judgement. In accordance with the Office for Students’ Public Interest Governance Principles (Annex B) , the Board includes a designated independent member, Professor Sally Glen, who also serves as Chair of the Board of Trustees. Professor Glen brings extensive leadership experience in higher education and ensures effective oversight of regulatory compliance, governance, and strategic planning.

All formal members of the Board of Trustees are independent, and the Chair of the Board of Trustees is considered to be a designated independent member with key knowledge and expertise relating to OfS expectations, regulatory obligations (including fraud prevention), and our strategy and future planning.

Legal Status

The Metanoia Institute is a Registered Charity and a Private Limited Company by guarantee without share capital use of limited exemption.

The Board of Trustees confirm that they have due regard for the Charity Commission’s guidance on public benefit and that the required statement appears elsewhere within these financial statements.

The Metanoia Institute 17

Statement of Corporate Governance and Internal Control Year to 31 August 2025

The Board of Trustees

The members who served on the Board of Trustees during the year and up to the date of signature of this report are listed below. The next AGM is due to take place in February 2025.

The Board of Trustees
The members who served on the Board of Trustees during the year and up to the date of
signature of this report are listed below. The next AGM is due to take place in February 2025.		 The Board of Trustees
The members who served on the Board of Trustees during the year and up to the date of
signature of this report are listed below. The next AGM is due to take place in February 2025.		 The Board of Trustees
The members who served on the Board of Trustees during the year and up to the date of
signature of this report are listed below. The next AGM is due to take place in February 2025.		 The Board of Trustees
The members who served on the Board of Trustees during the year and up to the date of
signature of this report are listed below. The next AGM is due to take place in February 2025.		 The Board of Trustees
The members who served on the Board of Trustees during the year and up to the date of
signature of this report are listed below. The next AGM is due to take place in February 2025.		 The Board of Trustees
The members who served on the Board of Trustees during the year and up to the date of
signature of this report are listed below. The next AGM is due to take place in February 2025.		 The Board of Trustees
The members who served on the Board of Trustees during the year and up to the date of
signature of this report are listed below. The next AGM is due to take place in February 2025.		 The Board of Trustees
The members who served on the Board of Trustees during the year and up to the date of
signature of this report are listed below. The next AGM is due to take place in February 2025.		 The Board of Trustees
The members who served on the Board of Trustees during the year and up to the date of
signature of this report are listed below. The next AGM is due to take place in February 2025.		 The Board of Trustees
The members who served on the Board of Trustees during the year and up to the date of
signature of this report are listed below. The next AGM is due to take place in February 2025.		 The Board of Trustees
The members who served on the Board of Trustees during the year and up to the date of
signature of this report are listed below. The next AGM is due to take place in February 2025.
Board of Trustees
Name Category of
Membership		 Date first
appointed		 Expiry of
Term in
office		 Date of
Reappointment
/ Retirement		 Attendanc
e 01/09/24
- 31/08/25
Professor
Sally Glen		 Chair 01/09/2022 01/09/2026 N/A 4 of 4
Kelvin Jones Trustee 26/11/2019 26/11/2026 N/A 3 of 4
Dotun
Olaleye		 Trustee 10/05/2016 22/02/2027 N/A 3 of 4
Nafeesa
Mitha
(Timmins)		 Trustee 03/02/2022 03/02/2026 N/A 2 of 4
Neil
Laventure		 Trustee 11/01/2023 11/01/2027 Resigned
09/12/2024		 0 of 4
Anthea
Bamford		 Trustee 01/01/2025 01/01/2029 N/A 2 of 4
Gillian
McGrattan		 Trustee 27/01/2025 27/01/2029 N/A 3 of 4
Heather
Salway		 Trustee 09/01/2025 01/09/2029 N/A 3 of 4
**In Attendance: **
Dr Hannah
Friend		 Chief
Executive
Officer		 N/A N/A N/A N/A
Shahzad
Asghar		 Finance
Director		 N/A N/A N/A N/A
Sandra
Bekvalac		 Company
Secretary		 N/A N/A N/A 3 of 4
Kirsten
Clayton		 Servicing
officer		 N/A N/A N/A N/A
* N.B. The term of office is given here as a maximum period of four renewals of a four-year term, as
described in the Articles of Association. Dates highlighted in red indicate a contravention of this rule.
Audit and Risk Committee
Name Category of Membership Term
Nafeesa Mitha Chair 3years
SallyGlen Trustee 3years
Anthea Bamford Trustee 3years
Heather Salway Trustee 3years
Kelvin Jones Trustee(untilQ2) 3years
In Attendance
Dr Hannah Friend Chief Executive Officer N/A
Shahzad Asghar Finance Director N/A
Sandra Bekvalac CompanySecretary N/A
Kirsten Clayton ServicingOfficer N/A

The Metanoia Institute 18

Statement of Corporate Governance and Internal Control Year to 31 August 2025

The Board of Trustees (continued)
Finance Committee
Name Category of Membership Term
Dotun Olaleye Chair 4years
SallyGlen Trustee 4years
Anthea Bamford Trustee 4years
In Attendance
Dr Hannah Friend Chief Executive Officer N/A
Shahzad Asghar Finance Director N/A
Sandra Bekvalac CompanySecretary N/A
Kirsten Clayton ServicingOfficer N/A

Staffing and Remuneration Committee

Staffing and Remuneration Committee Staffing and Remuneration Committee Staffing and Remuneration Committee Staffing and Remuneration Committee
Name Category of Membership Term
Gillian McGrattan Chair 4years
Sally Glen Trustee (Chaired the first meeting of
theyear - Nov 24)
Kelvin Jones Trustee 4years
Heather Salway Trustee 4years
In Attendance
Dr Hannah Friend Chief Executive Officer N/A
Christopher Talbot Director of People and Culture (until
Mar 25)		 N/A
Claire Bond Interim Director of People and
Culture (replaced Chris Talbot for
meeting of Jul 25)		 N/A
Sandra Bekvalac Comp Secretary N/A
Kirsten Clayton ServicingOfficer N/A
Director of Finance Changes
Name Start Date Leaving Date
Shahzad Asghar 20/11/2023 N/A

Board of Trustees’ interests

The Board of Trustees are shown above and except for any instance mentioned above have served throughout the year. None of the Board of Trustees have any interests within the company.

The Secretary to the Board of Trustees maintains a register of financial and personal interest of the members of the Board of Trustees and senior post holders.

The Metanoia Institute 19

Statement of Corporate Governance and Internal Control Year to 31 August 2025

The Board of Trustees (continued)

Statement of trustees’ responsibilities

The Trustees (who are also directors of The Metanoia Institute for the purposes of company law) are responsible for preparing the Trustees’ report and financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice).

Company law requires the Trustees to prepare financial statements for each financial year which give a true and fair view of the state of affairs of the charitable company and of the income and expenditure, of the charitable company for that period.

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

The Trustees are responsible for keeping proper accounting records that disclose with reasonable accuracy at any time the financial position of the charitable company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the charitable company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Each of the Trustees confirms that:

This confirmation is given and should be interpreted in accordance with the provisions of s418 of the Companies Act 2006. The Trustees are responsible for the maintenance and integrity of the corporate and financial information included on the charitable company’s website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

The Metanoia Institute 20

Statement of Corporate Governance and Internal Control Year to 31 August 2025

The Board of Trustees (continued)

Meeting Procedures

Formal agendas, papers and reports are supplied to the Board of Trustees in a timely manner, prior to Board meetings. Briefings are also provided on an ad hoc basis. Reports include overall financial performance of the organisation together with other information such as performance against funding targets, proposed capital expenditure, quality matters and personnel related matters such as health and safety issues. The Board of Trustees met 4 times in 2024/25.

The Board of Trustees receives advice on the conduct of its business from three committees. Each committee has its own terms of reference which have been approved by the Board of Trustees. These committees are, the Finance Sub-Committee, Staffing and Remuneration Sub-Committee and the Audit and Risk Sub- Committee.

Metanoia Institute has a strong and independent non-executive element and no individual or group dominates its decision-making process. The organisation considers that each of its non-executive members is independent of management and free from any business or other relationship which could materially interfere with exercise of their independent judgement.

There is a clear division of responsibility in that the roles of the Chair and Accounting Officer are separate.

Full minutes of all meetings, except those deemed to be confidential by the Board of Trustees, are published on the organisation website.

Appointment to the Board of Trustees

Appointment to the Board of Trustees are matters for consideration of the Board of Trustees as a whole.

Board of Trustees Performance

The Board of Trustees have made a strong contribution to the improvements made in 2024/25 through the setting of challenging targets with regular scrutiny of performance. There is strong performance management at Board meetings. The Board of Trustees provide robust scrutiny and challenge. Trustees are pro-active in their oversight of the organisation and are involved in the planning and discharging of Board business. An independent review of the Board performance was carried out during 2024/25. A number of actions were identified and a plan has been put in place to address the actions.

COMMITTEES

Audit and Risk Sub-Committee

The Audit and Risk Sub-Committee is responsible to the Board of Trustees in discharging its responsibilities for monitoring the integrity of the Institute’s financial statements, the effectiveness of financial controls with regard to internal risk assessment and the performance and objectivity of external auditors. The Committee is responsible for the following:

The Metanoia Institute 21

Statement of Corporate Governance and Internal Control Year to 31 August 2025

COMMITTEES (continued)

Audit and Risk Sub-Committee (continued)

Finance Sub-Committee

The Finance Committee oversees Metanoia Institute’s financial reporting process, including the internal control structure and procedures for financial reporting and monitoring the integrity and appropriateness of the financial statements. The Committee monitors and reviews projected levels of income and expenditure across each Faculty and the whole Institute. It ensures an effective framework is in place to review performance against budget and to recommend improvements to accounting policies, systems, and procedures.

Staffing and Remuneration Sub-Committee

The Staffing and Remuneration Sub-Committee oversees and supports policies and practices in relation to Human Resources functions and to make proposals to the Board of Trustees for implementation. The Committee also report on Health and Safety issues. Terms of Reference of the Committees can be found on our website.

INTERNAL CONTROL

Scope of responsibility

The Board of Trustees is ultimately responsible for the organisations system of internal control and for reviewing its effectiveness. However, such a system is designed to manage rather than eliminate the risk of failure to achieve business objectives and can only provide reasonable and not absolute assurance against material misstatement or loss.

The Board of Trustees has delegated the day-to-day responsibility to the Chief Executive Officer, as Accounting Officer, for maintaining a sound system of internal control that supports the achievement of the organisations policies, aims and objectives, whilst safeguarding the public funds and assets. The Chief Executive Officer is also responsible for reporting to the Board of Trustees any material weaknesses or breakdowns in internal control.

The purpose of the system of internal control

The system of internal control is designed to manage risk to a reasonable level rather than to eliminate all risk of failure and can only provide reasonable and not absolute assurance of effectiveness. The system of internal control is based on an on-going process designed to

The Metanoia Institute 22

Statement of Corporate Governance and Internal Control Year to 31 August 2025

INTERNAL CONTROL (continued)

The purpose of the system of internal control (continued)

identify and prioritise the risks to the achievement of organisation policies, aims and objectives, to evaluate the likelihood of those risks being realised and the impact should they be realised, and to manage them efficiently, effectively and economically. The system of internal control has been in place at the organisation for the year ended 31 August 2025 and up to the date of approval of the annual report and financial statements.

Capacity to handle risk

The Board of Trustees has reviewed the key risks to which the organisation is exposed, together with the operating, financial and compliance controls that have been implemented to mitigate those risks. The Board of Trustees is of the view that there was a formal on-going process for identifying, evaluating and managing the Institutes significant risks that had been in place for the year ended 31 August 2025 and up to the date of approval of the annual report and financial statements.

The risk and control framework

The system of internal control is based on a framework of regular management information, administrative procedures including the segregation of duties, and a system of delegation and accountability. It includes:

Review of effectiveness

As the Accounting Officer, the Chief Executive Officer has responsibility for reviewing the effectiveness of the system of internal control. The Chief Executive Officer review of the effectiveness of the system of internal control is informed by:

There are no significant internal control weaknesses reported for the period.

The Metanoia Institute 23

Statement of Corporate Governance and Internal Control Year to 31 August 2025

INTERNAL CONTROL (continued)

Review of effectiveness (continued)

The Executive receives reports setting out key performance and risk indicators and considers possible control issues brought to their attention by early warning mechanisms, which are embedded within the departments. The senior management team and the Audit and Risk Committees also receive regular reports, which include recommendations for improvement. The Audit and Risk Committee's role in this area is confined to a high-level review of the arrangements for internal control. The Board of Trustees agenda includes a regular item for consideration of risk and control and receives reports thereon from the senior management team and the Audit and Risk Committee. The emphasis is on obtaining the relevant degree of assurance and not merely reporting by exception. At its July 2024 meeting, the Board of Trustees, carried out the annual assessment for the year ended 31 August 2025 by considering documentation from the senior management team, and taking account of events since 31 August 2024.

Based on above and reports by the Chief Executive Officer, the Board of Trustees is of the opinion that the organisation has an adequate and effective framework for governance, risk management and control to manage the achievements of the organisation’s objectives for the year ended 31 August 2025 and it has fulfilled its statutory responsibility for "the effective and efficient use of resources, the solvency of the institution and the safeguarding of their assets”.

Regularity, propriety, and compliance

The organisation has considered its responsibility to notify the Office for Students of material irregularity, impropriety and non-compliance with Office for Students terms and conditions of funding.

We confirm, on behalf of the organisation, that after due enquiry and to the best of its knowledge, the Board of Trustees believes it is able to identify any material irregularity or improper use of funds by the organisation, or material non-compliance with terms and conditions of funding under the organisation’s financial regulations. As part of our consideration, we have had due regard to our financial regulations. We confirm that no instances of material irregularity, impropriety or funding non-compliance have been discovered to date. If any instances are identified after the date of this statement these will be notified to the Office for Students.

Going Concern

Details on Board’s going concern assessment are set out on page 15.

Approved by order of the Board of Trustees and signed on its behalf by:

Professor Sally Glen Chair of Trustees Date: 11 December 2025

Dr Hannah Friend Chief Executive Officer Date: 11 December 2025

The Metanoia Institute 24

Independent auditor’s report Year to 31 August 2025

Independent auditor’s report to the members of The Metanoia Institute

Opinion

We have audited the financial statements of The Metanoia Institute (the ‘charitable company’) for the year ended 31 August 2025 which comprise the statement of financial activities (including the statement of changes in reserves), the balance sheet, the statement of cash flows and notes to the financial statements, 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 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’ (United Kingdom Generally Accepted Accounting Practice).

In our opinion, the financial statements:

We have nothing to report in respect of the following matter in relation to which the OfS Accounts Direction requires us to report to you if, in our opinion:

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 Auditor’s responsibilities for the audit of the financial statements section of our report. We are independent of the charitable company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’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.

The Metanoia Institute 25

Independent auditor’s report Year to 31 August 2025

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the Trustees’ 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 charitable 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 trustees with respect to going concern are described in the relevant sections of this report.

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor’s report thereon. The members of the Corporation 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.

Opinions on other matters prescribed by the Companies Act 2006

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

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the charitable company and its environment obtained in the course of the audit, we have not identified material misstatements in the Trustees’ report.

The Metanoia Institute 26

Independent auditor’s report Year to 31 August 2025

Matters on which we are required to report by exception (continued)

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:

Responsibilities of Trustees

As explained more fully in the Trustees’ responsibilities statement, the Trustees (who are also the directors for the purposes of company law) 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 Trustees 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 Trustees are responsible for assessing the charitable 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 Trustees either intend to liquidate the charitable company or to cease operations, or have no realistic alternative but to do so.

Auditor’s 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 auditor’s 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.

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:

The Metanoia Institute 27

Independent auditor’s report Year to 31 August 2025

Auditor’s responsibilities for the audit of the financial statements (continued)

We assessed the susceptibility of the charitable company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

To address the risk of fraud through management bias and override of controls, we:

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

The Metanoia Institute 28

Independent auditor’s report Year to 31 August 2025

Auditor’s responsibilities for the audit of the financial statements (continued)

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

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 auditor’s report.

Use of our report

This report is made solely to the charitable 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 charitable company's members those matters we are required to state to them in an auditor's 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 charitable company and the charitable company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Shachi Blakemore, Senior Statutory Auditor Buzzacott Audit LLP Statutory Auditor 130 Wood Street London EC2V 6DL

The Metanoia Institute 29

Statement of financial activities Year to 31 August 2025 (including income and expenditure statement)

(which includes statement of changes in reserves)

Notes
Restricted
2025
£		 Unrestricted
2025
£		 Total
2025
£


Restricted
2024
£


Unrestricted
2024
£		 Total
2024
£
Income from:
Investments
Charitable Activities
. From Educational Services
. From Clinical Services
Total Income
1
Expenditure on:
Charitable Activities
. Educational Services
. Clinical Services
Total Expenditure
5
Statement of changes in
reserves:
Net income (deficit) and net
movement in funds before
transfers for the year
2
Transfers between funds
Net movement in funds after
transfers
Reconciliation in funds:
Total Funds brought forward
1 September
Total Funds carried forward
31 August		 —
32,973
21,531		 138,168
7,089,043
174,704		 138,168
7,122,016
196,235
—

38,971

54,447
121,572

5,592,393

156,354		 121,572

5,631,364

210,801

54,504		 7,401,915 7,456,419
93,418
5,870,319
5,963,737
32,973
21,531		 6,540,625
373,005		 6,573,598
394,536
40,497

54,447
5,263,309

475,980
5,303,806

530,427

54,504		 6,913,630 6,968,134
94,944
5,739,289
5,834,233

—
(24,882)		 488,285
24,882		 488,285
—
(1,526)

—
131,030

—
129,504
—
(24,882)
24,882		 513,167

4,852,218		 488,285
4,877,100		 —

26,408		 —

4,721,188		 —

4,747,596
— 5,365,385 5,365,385
24,882
4,852,218
4,877,100

All gains and losses recognised in the year are included in the statement of financial activities.

The notes on pages 36 to 43 form part of these financial statements.

The Metanoia Institute 30

Balance sheet 31 August 2025

Notes 2025
£		 2025
£		 2024
£		 2024
£
Fixed assets
Tangible assets
6
Current assets
Debtors
7
Cash at bank and in hand
Short-term deposits
Creditors: amounts falling due
within one year
8
Net current assets
Total net assets
The funds of the charity:
Unrestricted funds:
. Fixed assets fund
11
. Designated funds
11
. General funds
11
Restricted funds
11		 168,686
2,740,059
2,954,420		 2,135,548
3,229,837		 152,020
870,942
3,175,263		 2,185,766
2,691,334
5,863,165
(2,633,328)		 4,198,225
(1,506,891)
5,365,385 4,877,100
2,135,548
—
3,229,837
—		 2,185,766
—
2,666,452
24,882
5,365,385 4,877,100

Approved by the Trustees and authorised and signed on their behalf by:

Professor Sally Glen

Chair of Trustees

Date: 11 December 2025

Dr Hannah Friend

Accountable Office

Date: 11 December 2025

The notes on pages 366 to 43 form part of these financial statements

The Metanoia Institute

Company Registration Number 02918520 (England and Wales)

The Metanoia Institute 31

Statement of cash flows 31 August 2025

Notes
2025
£		 2024
£
Cash provided by (used in) from operating activities:
Net cash provided by (used in) operating activities
A
Cash flows from investing activities:
Interest received from investments
Purchase of tangible fixed assets
Purchase of deposit accounts
Movement in short term deposits
Net cash provided by investing activities
Change in cash and cash equivalents in the year
Cash and cash equivalents at 1 September
B
Cash and cash equivalents at 31 August
B

1,526,581		 (51,741)


138,168
(16,475)
—
220,843		 121,572
(6,805)
(1,600,728)
—
342,536 (1,485,961)

1,869,117


870,942
 (1,537,702)
2,408,644

2,740,059		 870,942

Notes to the statement of cash flows for the year to 31 August:

A Reconciliation of net movement in funds to net cash flow from operating activities

2025
£		 2024
£
Net movement in funds (as per the statement of financial activities)
Adjustments for:
Depreciation charge
Interest from investments
(Increase)/decrease in debtors
Increase/(decrease) in creditors
Net cashprovided by (used in) operating activities
488,285
66,693
(138,168)
(16,666)
1,126,437		 129,504
92,544
(121,572)
43,200
(195,417)
1,526,581 (51,741)

B Analysis of cash and net debt

Analysis of cash and net debt
2025
£		 2024
£
Cash at bank and in hand
Total cash and cash equivalents		 2,740,059 870,942
2,740,059 870,942

The Institute held no net debt as at 31 August 2025 (2024: nil).

The Metanoia Institute 32

Principal accounting policies 31 August 2025

Basis of accounting

The principal accounting policies adopted, judgements and key sources of estimation uncertainty in the preparation of the financial statements are laid out below.

Basis of preparation

These financial statements have been prepared for the year to 31 August 2025 and are rounded to the nearest pound.

The financial statements have been prepared under the historical cost convention with items recognised at cost or transaction value unless otherwise stated in the relevant accounting policies below or the notes to these financial statements.

The financial statements have been prepared in accordance with Accounting and Reporting by Charities: Statement of Recommended Practice applicable to charities preparing their financial statements in accordance with the Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland (FRS 102) (Charities SORP FRS 102), the Financial Reporting Standard applicable in the UK and Republic of Ireland (FRS 102), the Charities Act 2011 and the Office for Students’ latest Accounts Direction.

The charity constitutes a public benefit entity as defined by FRS 102.

Critical accounting estimates and areas of judgement

Preparation of the financial statements requires the Trustees and management to make significant judgements and estimates.

The items in the financial statements where these judgements and estimates have been made include:

Assessment of going concern

The Trustees have assessed whether the use of the going concern assumption is appropriate in preparing these financial statements and have considered relevant factors for a period of at least twelve months from the date of approval.

The Institute ended the financial year with a strong balance sheet, including cash and shortterm deposits of £5.7 million and no external borrowings. Student enrolments for 2025/26 remain robust, and the Institute continues to generate positive operating cash flows. Based on current forecasts and budgets, the Trustees are satisfied that the Institute has adequate financial resources to meet its obligations as they fall due.

Accordingly, the Trustees consider that there are no material uncertainties that may cast significant doubt on the ability of the Institute to continue as a going concern and have therefore adopted the going concern basis in preparing these financial statements.

The Metanoia Institute 33

Principal accounting policies 31 August 2025

Debtors

Debtors are recognised at their settlement amount, less any provision for non-recoverability. Prepayments are valued at the amount prepaid.

Cash at bank and in hand

Cash at bank and in hand represents such financial statements and instruments that are available on demand or have a maturity of less than three months from the date of acquisition. Deposits for more than three months but less than one year are disclosed as short-term deposits.

Creditors

Creditors and provisions are recognised when there is an obligation at the balance sheet date as a result of a past event, it is probable that a transfer of economic benefit will be required in settlement, and the amount of the settlement can be estimated reliably. Creditors are recognised at the amount the charity anticipates it will pay to settle the debt.

Financial instruments

The organisation only has financial assets and financial liabilities of a kind that qualify as basic financial instruments. Basic financial instruments are initially recognised at transaction value and subsequently measured at their settlement value with the exception of bank loans which are subsequently measured at amortised cost using the effective interest method.

Fund accounting

Unrestricted funds comprise accumulated surpluses and deficits on general funds. They are available for use at the discretion of the Trustees in furtherance of the general charitable objectives.

Designated funds are used for specific purposes as agreed by the Trustees. Expenditure which meets these criteria is charged to the funds.

Restricted funds are used for specific purposes as stated by the Awarding Body. Expenditure which meets these criteria is charged to the fund.

Income

Income includes course fees, clinic charges, grants and investment income. Income is recognised in the year in which the charity is entitled to receipt, it is probable the charity will receive the income, and the amount can be measured with reasonable certainty. Income is deferred only when the charity has to fulfil conditions before becoming entitled or where the funder has specified that the income is to be expended in a future accounting period.

Other income, which is disclosed separately in note 1b to these financial statements, is recognised on the same basis as grant income, i.e., when entitlement exists, receipt is probable, and the amount can be measured reliably. This includes sources such as membership fees, interest received, and ad hoc receipts not classified elsewhere.

The Metanoia Institute 34

Principal accounting policies 31 August 2025

Expenditure

All expenditure is accounted for on an accruals basis and is stated inclusive of irrecoverable VAT.

Direct costs comprise direct costs incurred in carrying out the charitable activities of the organisation including direct staff costs and directly attributable running costs.

Expenditure which cannot be directly attributed to the relevant department is apportioned on the best estimates of each department's usage. Support costs are apportioned on the basis of time spent. Value added tax is not recoverable by the charity, and as such is included in the relevant costs in the statement of financial activities.

Governance costs are costs associated with governing the charity including strategic planning and compliance with constitutional and statutory requirements. They are included in charitable activities within support costs and allocated to charitable activities on the basis of time spent.

Fixed assets

Fixed assets costing £2,000 or more are capitalised at cost.

Depreciation is calculated to write off the cost of fixed assets over their estimated useful lives using the following rates:

♦ Freehold land Not depreciated
♦ Freehold buildings 2% to 10% straight line
♦ Furniture, fixture and equipment 10% to 33.3% straight line

Operating leases

Rentals applicable to operating leases are charged to the statement of financial activities on a straight-line basis over the lease term.

The Metanoia Institute 35

Notes to the financial statements 31 August 2025

1 Grant and fee income

Grant and fee income
2025
£		 2024
£
Grant income from OfS
Grant income from other bodies
Fee income for taught awards
Fee income from non-qualifying courses
Clinic client Income
School based research income		 32,973
21,531
4,001,868
2,770,507
174,704
231,920		 38,971
54,447
2,408,186
2,816,152
156,354
271,014
7,233,503 5,745,124

1b Investment and other income

Investment and other income
2025
£		 2024
£
Interest income
Membership fees
Other income		 138,168
73,420
11,328		 121,572
86,170
10,871
222,916 218,613

2 Net movement in funds

The net movement in funds is stated after charging:

2025
£		 2024
£
Depreciation
Auditor’s remuneration – statutory audit
Auditor’s remuneration – statutory audit (related to 2023)
Operatinglease costs		 66,693
20,820
—
—		 92,544
23,580
11,730
—

3 Staff costs and remuneration of key management personnel

Full time equivalent employees in the year:

2025
No.		 2024
No.
Educational services
Clinical services
Administration and support		 49
5
40		 41
5
38
94 84

Actual employees in the year:

2025
No.		 2024
No.
Educational services
Clinical services
Administration and support		 147
10
57		 124
12
53
214 189

The Metanoia Institute 36

Notes to the financial statements 31 August 2025

2025
£		 2024
£
Salaries and wages
Redundancy costs
Social security costs
Pension costs
Trainers’ fees		 4,049,945
—
479,780
68,320		 3,231,256
27,152
335,639
60,381
4,598,045
715,222		 3,654,428
730,210
5,313,267 4,384,638

The Institute has given regard to the “Guidance on decisions taken about severance payments in HEI’s” published by the Committee of University Chairs when determining severance pay.

Termination payments, including redundancy and severance costs, are recognised as an expense in the period in which they are incurred. Payments are made in accordance with statutory requirements and are based on employees’ length of service. No provision is made in advance of the communication or completion of redundancies.

Termination payments are recognised only when the Institute is demonstrably committed to the termination of employment before the normal retirement date, either through communication of a formal plan to affected employees or the completion of a redundancy process.

The Institute does not operate an enhanced or discretionary redundancy scheme, and no termination or redundancy costs have been incurred or accrued in the current financial year.

Employees earning greater than £60,000 during the year:

2025
No.		 2024
No.
£60,000 - £65,000
£65,001 - £70,000
£70,001 - £75,000
£75,001 - £80,000
£85,001 - £90,000
£90,001 - £95,000
£130,001 - £135,000
£135,001 - £140,000		 3
3
1
2
—
1
—
1		 1
1
2
—
1
1
—
1
11 7

The Office for Students (OfS) Accounts Direction requires higher education providers to disclose the number of staff whose full-time equivalent (FTE) basic salary exceeds £100,000 per annum, analysed in £5,000 bands, to ensure transparency in senior staff remuneration.

The Metanoia Institute 37

Notes to the financial statements 31 August 2025

3 Staff costs and remuneration of key management personnel (continued)

Under the Charities SORP (FRS 102), charities are required to disclose the number of employees whose total employee benefits (excluding employer pension contributions) exceed £60,000, analysed in £10,000 bands.

To ensure full regulatory compliance and provide greater clarity, the Institute has chosen to disclose all staff earning over £60,000 per annum in £5,000 bands. This unified approach satisfies the requirements of both frameworks and enhances comparability, consistency, and transparency in financial reporting.

Pension contributions in respect of these employees were £12,765 (2024: £9,614).

The key management personnel of the charity in charge of directing and controlling, running and operating the charity on a day-to-day basis comprise the Trustees, the Chief Executive Officer (CEO), the three Faculty Heads, Director of People & Culture, the Director of Finance and the Director of Education. The total remuneration (including taxable benefits and employers pension contributions) of the key management personnel for the year was £839,309 (2024: £613,816).

Chief Executive Officer Remuneration

Chief Executive Officer Remuneration
2025
£		 2024
£
Basic salary
Holiday pay
Bonus
Pension contribution		 138,304
—
—
1,468		 135,150
—
—
2,201
139,772 137,351

The Chief Executive Officer’s remuneration shown in the year was recommended by the Staff and Remuneration Sub-Committee (SARSC). SARSC determines the salaries and conditions of service of all senior staff, including the Chief Executive Officer and the Executive Team. SARSC forwards their deliberations to the Finance Sub-Committee (FSC) who assessed the economic and financial good standing of the Institute, projected future student growth, and academic success. FSC presents their recommendations to the full Board of Trustees for approval.

Chief Executive’s basic salary as a multiple of the median of all staff 3.37 (2024: 2.35). Chief Executive’s total remuneration as a multiple of the median of all staff 3.37 (2024: 2.35) Trustees were not paid any remuneration and no expenses were reimbursed (see note 4 for details).

4 Trustees’ remuneration and reimbursed expenses

No trustee received reimbursement of travel expenses in the year (2024: Nil) None received remuneration for their services or benefits in either the current or prior year.

The Metanoia Institute 38

Notes to the financial statements 31 August 2025

The Institute holds insurance policies to protect against key operational, legal, and governance risks. These include a combined liability and property policy (covering professional, public, and trustee indemnity), a commercial legal expenses policy, and a cyber insurance policy.

The institute paid £1,109 (2023/24: £1,109) in relation to trustee indemnity insurance during the year.

All insurance policies have been renewed after the year end, providing continuous cover for the period from Sep 2025 to Sept 2026.

5 Analysis of total resources expended

Staff
costs
(note 3)
£		 Other
£		 Depreciation
£

Total
2025
£
Charitable expenditure
Educational services
Clinical services		 4,983,102
330,165		 1,523,803
64,371		 66,693
—		 6,573,598
394,536
5,313,267 1,588,174 66,693 6,968,134
Staff
costs
(note 3)
£		 Other
£		 Depreciation
£

Total
2024
£
Charitable expenditure
Educational services
Clinical services		 3,931,242
453,396		 1,280,020
77,031		 92,544
—		 5,303,806
530,427
4,384,638 1,357,051 92,544 5,834,233

5a

Direct
costs
£		 Support
costs
(note 5b)
£		 Total
2025
£
Charitable expenditure
Educational services
Clinical services		 5,478,096
29,369		 1,095,502
365,167		 6,573,598
394,536
5,507,465 1,460,669 6,968,134

The Metanoia Institute 39

Notes to the financial statements 31 August 2025

Charitable expenditure
Educational services
Clinical services		 Direct
costs
£		 Support
costs
(note 5b)
£		 Total
2024
£
4,354,245
213,907		 949,561
316,520		 5,303,806
530,427
4,568,152 1,266,081 5,834,233

5b Analysis of support costs

Analysis of support costs
Total
2025
£		 Total
2024
£
Support services
Rent and rates
Heat, light and power
Travel and expenses
Printing and stationery
Property maintenance
Other staff costs
Validated program costs
Library books and journals
Computer software
Consultancy fees
Legal and professional fees
QAA registrations
General expenses		 13,033
42,049
925
48,828
101,858
50,759
609,220
35,471
229,427
26,397
82,484
34,655
185,563		 12,235
32,432
2,876
43,862
79,196
33,594
484,755
32,202
204,951
27,358
98,393
34,543
179,684
1,460,669 1,266,081

6 Tangible fixed assets

Tangible fixed assets
Freehold
land and
buildings
£		 Furniture,
fixtures and
equipment
£		 Total
2025
£
Cost
At 1 September 2024
Additions
At 31 August 2025
Accumulated depreciation
At 1 September 2024
Charge for the year
At 31 August 2025
Net book values
At 31 August 2025
At 31 August 2024		 2,919,370
—		 290,833
16,475		 3,210,203
16,475
2,919,370 307,308 3,226,678
773,262
37,060		 251,175
29,633		 1,024,437
66,693
810,322 280,808 1,091,130
2,109,048 26,500 2,135,548
2,146,108 39,658 2,185,766

The Metanoia Institute 40

Notes to the financial statements 31 August 2025

7 Debtors

Debtors
2025
£		 2024
£
Fee debtors
Prepayments and accrued income		 36,161
132,525		 39,121
112,899
168,686 152,020

8 Creditors: Amounts falling due within one year

Creditors: Amounts falling due within one year
2025
£		 2024
£
Deferred income
Trade creditors
Other taxes and social security costs
Accruals		 2,392,509
61,496
122,125
57,198		 1,115,516
237,604
83,424
70,347
2,633,328 1,506,891

Deferred income relates to fee and training income received in advance for the following academic year, as well as restricted funding intended for carrying out specific research in the following financial year. The movement on the deferred income balance was as follows:

2025
£		 2024
£
Balance as at 1 September
Amount released to income
Amount deferred in year
Balance as at 31 August		 1,115,516
-1,115,516
2,392,509		 1,434,423
(1,434,423)
1,115,516
2,392,509 1,115,516

9 Members’ liability

The Metanoia Institute is a company limited by guarantee and has no share capital. In the event of the company being wound up, the liability is limited to £1 per member.

10 Operating leases

The charity had total future minimum commitments in respect to non-cancellable operating leases at 31 August as follows:

Equipment 2025
£
—
—		 2024
£
—
—
Within one year

The Metanoia Institute 41

Notes to the financial statements 31 August 2025

11 Movement in funds

Movement in funds
At 1
September
2024
£		 Incoming
resources
£		 Resources
expended
£		 Transfers
£		 Total
2025
£
Unrestricted
General
Designated
. Bursary
. Fixed assets fund
Total Unrestricted
Restricted
AMORAY
OfS Teaching fund
OfS Capital Grant
UK Research & Innovation
Total Restricted		 2,666,452
—
2,185,766		 7,378,484
23,431
—		 (6,823,506)
(23,431)
(66,693)		 8,407
—
16,475		 3,229,837
—
2,135,548
4,852,218
24,882
—
—
—		 7,401,915
—
23,974
8,999
21,531		 (6,913,630)
—
(23,974)
(8,999)
(21,531)		 24,882
(24,882)
—
—
—		 5,365,385
—
—
—
—
24,882 54,504 (54,504) (24,882) —
4,877,100 7,456,419 (6,968,134) — 5,365,385

Designated funds relate to:

Restricted funds relate to:

The Metanoia Institute 42

Notes to the financial statements 31 August 2025

11 Movement in funds (continued)

inued)
At 1
September
2023
£		 Incoming
resources
£		 Resources
expended
£		 Transfers
£		 Total
2024
£
2,449,683
—
2,271,505		 5,813,384
56,935
—		 (5,589,810)
(56,935)
(92,544)		 (6,805)
—
6,805		 2,666,452
—
2,185,766
4,721,188
24,882
—
1,526
—
—		 5,870,319
—
25,172
(1,526)
15,325
54,447		 (5,739,289)
—
(25,172)
—
(15,325)
(54,447)		 —
—
—
—
—
—		 4,852,218
24,882
—
—
—
—
26,408 93,418 (94,944) — 24,882
4,747,596 5,963,737 (5,834,233) — 4,877,100

12 Related Party Transactions

There were no other related party transactions in the year.

13 Analysis of net assets between funds

Analysis of net assets between funds:

General
fund
£

Designated
funds
including
fixed asset
fund
£		 Restricted
funds
£		 Total
2025
£
Fund balances at 31 August 2025
are represented by:
Tangible fixed assets
Current assets
Creditors: amounts falling due within one year
Total net assets		 —
5,863,165
(2,633,328)
2,135,548

—
—
—

—

—
2,135,548

5,863,165

(2,633,328)
3,229,837
2,135,548
—
5,365,385
General
fund
£

Designated
funds
including
fixed asset
fund
£		 Restricted
funds
£		 Total
2024
£
Fund balances at 31 August 2024
are represented by:
Tangible fixed assets
Current assets
Creditors: amounts falling due within one year
Total net assets		 —
4,173,343
(1,506,891)
2,185,766

—
—
—

24,882

—
2,185,766

4,198,225
(1,506,891)
2,666,452
2,185,766
24,882
4,877,100

The Metanoia Institute 43

Detailed expenditure account 31 August 2025 This page does not form part of the financial statements

2025
£		 2025
£		 2024
£		 2024
£
Expenditure
Educational services:
Salaries and wages
Trainers' fees
National Insurance
Pension costs
Staff recruitment and training
External examiners fees
Bursaries
Validation fees
Conference and courses
Premises and maintenance
Printing and stationery
Depreciation
Travel and subsistence
Consultancy
Library books and journals
Course Residential
Rent and room hire
Computer software
Sundry
Catering
Legal and professional
OfS registrations
Advertising and marketing
Committee costs
Indemnity insurance
Auditor’s remuneration
Bank charges
Clinical services:
Salaries and wages
Trainers’ fees
National Insurance
Pension costs
Establishment costs
Compliance (DBS) checks
Sundry
Computer support costs
Conferences and courses
Total resources expended		 3,771,227
715,222
435,695
62,158
72,814
62,533
23,431
609,220
359
164,092
69,005
66,693
5,739
26,397
35,471
16,991
17,012
229,427
16,282
5,711
26,121
34,655
50,321
—
1,109
20,820
35,093		 6,573,598
394,536		 2,852,277
721,599
296,912
54,243
43,769
58,890
56,935
484,189
2,555
133,882
56,988
92,544
5,144
27,358
32,202
5,597
21,614
204,951
14,792
6,761
19,313
34,543
7,873
900
1,109
35,310
31,556		 5,303,806
530,427
278,718
—
44,085
7,361
32,789
6,664
—
24,919
—		 406,131
8,611
38,727
8,538
26,379
5,877
—
35,164
1,000
6,968,134 5,834,233

The Metanoia Institute 44