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2025-07-31-accounts

Charity No: 1062748

Company No: 2590761

THE ST. GABRIEL SCHOOLS FOUNDATION

(A COMPANY LIMITED BY GUARANTEE)

ANNUAL REPORT

AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JULY 2025

THE ST. GABRIEL SCHOOLS FOUNDATION CONTENTS OF THE FINANCIAL STATEMENTS

PAGE
Governors, Officers and Advisors 1 - 2
Report of the Charity Trustees (Governors’ Report) 3 - 11
Auditor’s Report 12 - 15
Statement of Financial Activities 16
Balance Sheet 17
Cash Flow Statement 18
Notes to the Financial Statements 19 - 36

THE ST. GABRIEL SCHOOLS FOUNDATION GOVERNORS, OFFICERS AND ADVISORS FOR THE YEAR ENDED 31 JULY 2025

GOVERNORS

Mr S Barrett Mrs S Bowen Mr N Garland – Chairman Mrs J Heywood Mrs S Hutton Mr D Peaple Mr N Rankin – Vice Chairman Mr S Ryan Mr C Jones Mrs J Whitehead

THE PRINCIPAL

Mr Richard Smith

THE BURSAR AND CLERK TO THE BOARD OF GOVERNORS

Mrs Penny Setter

OTHER MEMBERS OF THE EXECUTIVE

Vice Principa l Mrs Angela Chapman

Head of Junior School

Mr Peter Dove

ADDRESS

The St. Gabriel Schools Foundation Sandleford Priory Newbury Berkshire RG20 9BD

Page 1

THE ST. GABRIEL SCHOOLS FOUNDATION GOVERNORS, OFFICERS AND ADVISORS FOR THE YEAR ENDED 31 JULY 2025

ADVISERS
Bankers National Westminster Bank plc
30 Market Place
Newbury
Berkshire
RG14 5AJ
Solicitors Godwins Solicitors LLP
12 St Thomas Street
Winchester
Hampshire
SO23 9HF
Auditor Crowe U.K. LLP
R+ Building
2 Blagrave Street
Reading
Berkshire
RG1 1AZ
Insurers Marsh Limited
Capital House
1-5 Perrymount Road
Haywards Heath
West Sussex
RH16 3SY
Associations Girls’ Schools Association
Independent Association of Preparatory Schools
Independent Schools’ Council
Association of School and College Leaders
Independent Schools Bursars’ Association
Society of Heads

Page 2

THE ST. GABRIEL SCHOOLS FOUNDATION REPORT OF THE CHARITY TRUSTEES (GOVERNORS’ REPORT) FOR THE YEAR ENDED 31 JULY 2025

The Directors, who are also Governors of the school and charity trustees for the purposes of the Charities Act 2011, present their annual report in compliance with both that Act and the Companies Act 2006, together with the financial statements prepared under the latter Act, for the period ending 31 July 2025.

DIRECTORS’ REPORT

REFERENCE AND ADMINISTRATIVE INFORMATION

The St. Gabriel Schools Foundation is a company limited by guarantee, company number 2590761 and a registered charity number 1062748. It operates under the trading names of “St. Gabriel’s” or “St. Gabriel’s School” or ‘’Sandleford’’ and has a subsidiary company “St. Gabriel’s School Sports Centre Ltd”, Company Registration No 4250669 (currently dormant). The principal address and registered office is Sandleford Priory, Newbury, Berkshire. Mr N Garland is the sole Director of St. Gabriel’s Sports Centre Ltd. Mrs P Setter is Company Secretary to both companies and Clerk to the Governors.

STRUCTURE, GOVERNANCE AND MANAGEMENT

Governing document

The Governing Document is a Declaration of Trust dated 1 May 1974 and as amended by a scheme approved by the Charity Commission on 4 October 1991.

Governing body

The list of Governors is shown at page 1 of this report.

Election, recruitment and training

New Governors are elected by the existing Trustees and are selected from nominations from individuals on that Board and the Principal. Governors serve for a term of three years and may be re-elected. The Chair of Governors is elected from within the Board for a term of three years and may be re-elected.

Governors are selected to maintain a balance of relevant experience, professional knowledge and competence on the Board. The Board seeks and appoints persons with educational, financial, business, pastoral, legal, religious and parental experience. Induction and then further training, as required, are provided to build on individual skills and qualifications.

Transfer of Assets and Liabilities to The Mill Hill School Foundation

On 9 June 2026 The St. Gabriel Schools Foundation signed a full Transfer agreement with The Mill Hill School Foundation. On or before 31 October 2026 The St. Gabriel Schools Foundation will merge with The Mill Hill School Foundation (charity number 3404450) and the merger takes the form of a transfer of assets and liabilities (hereinafter referred to as the merger). From the date of the merger, The St. Gabriel Schools Foundation will be included in the financial statements of The Mill Hill School Foundation.

Organisational management

Up to the date of the merger, The Governing Body is supported by the Finance & General Purposes subcommittee, the Education sub-committee (re-established in January 2017) and the Marketing subcommittee (established January 2020). The day-to-day running of the school is delegated to the Executive as key management personnel. The Executive attend all meetings of the Governing Body’s committees.

The leadership structure of the school is made up of The Executive (Principal, Bursar, Vice-Principal and Head of Junior School), the Senior Leadership Team (SLT) and the Junior Leadership Team (JLT). The Principal conducts strategic conversations with the SLT, JLT and Heads of Departments and members of staff which inform the Executive’s strategic proposals to Governors. Governors review, consider and amend these proposals prior to formally approving development and educational strategies which the Executive are tasked with implementing. A Heads of Department committee, chaired by the Deputy Head Academic coordinates cross phase and interdepartmental academic matters.

Page 3

THE ST. GABRIEL SCHOOLS FOUNDATION REPORT OF THE CHARITY TRUSTEES (GOVERNORS’ REPORT) (CONTINUED) FOR THE YEAR ENDED 31 JULY 2025

The remuneration of the key management personnel is set by the Board, with the policy objective of providing appropriate incentives to encourage enhanced performance and of rewarding them fairly and responsibly for their individual contributions to the Company’s success.

The appropriateness and relevance of the remuneration policy is reviewed annually, including reference to comparisons with other independent schools to ensure that the School remains sensitive to the broader issues of pay and employment conditions elsewhere.

We aim to recruit, where practicable, at the lower to medium point within a band, providing scope for rewarding excellence. Delivery of the School’s charitable vision and purpose is primarily dependent on our key management personnel and staff costs are the largest single element of our charitable expenditure.

OBJECTS, AIMS, OBJECTIVES AND ACTIVITIES

Charitable objects

The charitable objects are to promote and provide for the advancement of education of the pupils at the School and in connection with that to expand and develop the school with a curriculum in accordance with the principals of the Church of England. The promotion of this education is in itself of public benefit and this is being pursued with the same vigour as it has always been. In accordance with the trust deed of 1974 the Governors take account of the financial circumstances of all its pupils and makes awards and bursaries so that its charitable aims are available to the whole population by the provision of means tested awards. In seeking to promote these objects the Governors take full account of the appropriate guidance issued by the Charity Commission.

The St. Gabriel Schools Foundation aims to:

St. Gabriel’s seeks to achieve these charitable objects with the assistance of local educational, cultural and charitable bodies and it is a policy of the school to seek to provide and achieve the highest standards in education, to build on the partnership with a local state school and promote education with the local community through a series of events as well as widening access to the schools facilities.

STATEMENT OF GOVERNORS’ RESPONSIBILITIES

Up to the date of the merger the Trustees (who are also directors of The St. Gabriel Schools Foundation for the purposes of company law) are responsible for preparing the Governors’ Annual Report and the financial statements in accordance with applicable law and United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards).

Company law requires the Trustees to prepare financial statements for each financial year. Under company law the Trustees must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the charitable company and of the incoming resources and application of resources, including the income and expenditure, of the charitable company for that period. In preparing these financial statements, the Trustees are required to:

Page 4

THE ST. GABRIEL SCHOOLS FOUNDATION REPORT OF THE CHARITY TRUSTEES (GOVERNORS’ REPORT) (CONTINUED) FOR THE YEAR ENDED 31 JULY 2025

The Trustees are responsible for keeping adequate accounting records that are sufficient to show and explain the charitable company’s transactions, 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 and the provisions of the charity’s constitution. They are also responsible for safeguarding the assets of the charity and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

PROVISION OF INFORMATION TO AUDITOR

Each of the persons who are directors at the time when this Directors' report is approved has confirmed that:

AUDITORS

In accordance with Section 485 of the Companies Act 2006, a resolution proposing the reappointment of Crowe U.K LLP as auditors of the company will be put to the Annual General Meeting.

Page 5

THE ST. GABRIEL SCHOOLS FOUNDATION REPORT OF THE CHARITY TRUSTEES (GOVERNORS’ REPORT) (CONTINUED) FOR THE YEAR ENDED 31 JULY 2025

STRATEGIC REPORT

OBJECTIVES

Objectives for the period

The prime objectives have been:

Strategies to achieve the objectives

There have been several strands to the strategic action required to take forward this periods objectives:

During the period under review St. Gabriel's School had 403 full time pupils in Reception to Year 13 with a further 62 children in the nursery (full-time and part-time) in the school at the start of the year, which rose to 81 for the summer term. At the start of September 2025, there were 378 pupils on roll for Reception to Year 13 and a further 61 children in the nursery which is predicted to rise during the course of the year.

GRANT-MAKING POLICY

This year, the value of scholarships, grants, prizes and other awards made to the Schools’ pupils exceeded £360,823. The Governors’ policy, in line with that of other Independent Schools, is to make these awards on the basis of the individual’s educational potential, subject to the particular conditions imposed by the original donor where the award is out of restricted funds. Further means-tested awards totalling £778,919 in bursaries and allowances were made to support 45 pupils who would not otherwise be able to attend the school or to relieve hardship where the pupil’s education and future prospects would otherwise be at risk. 36 pupils received bursaries of 50% or more of the annual fees, with 16 of these receiving a minimum bursary of 85% and the majority of these pupils also received support with school transport, educational visits and music tuition.

COMMUNITY

Independent/State School Partnerships and Links

We have formed a partnership with a local state secondary school. The two schools have worked together closely on a number of initiatives which represents a highly innovative and cost-effective approach to the collaborative delivery of enhanced curriculum provision for students between an independent school and an 11-16 mixed converter academy.

Page 6

THE ST. GABRIEL SCHOOLS FOUNDATION

REPORT OF THE CHARITY TRUSTEES (GOVERNORS’ REPORT) (CONTINUED) FOR THE YEAR ENDED 31 JULY 2025

For the 2024/25 academic year the following activities took place:

Community Links

A Community Link Project starts in year 9 which encourages pupils to identify and meet a variety of needs within the local community which they continue in subsequent years.

Senior pupils, as part of their Duke of Edinburgh Service element, participate in a community project.

Pupils participate in a wide range of fundraising activities. This year the school raised £3,840 for other charities.

This year saw the continuation of the parent coffee mornings for the local community during year. These took place every half term and were well attended.

Sixth form students have the opportunity to participate in a World Challenge Expedition (2012 Ecuador, 2014 Peru, 2016 Thailand and Cambodia, 2018 Borneo, 2024 Malaysia) where they spend part of the expedition volunteering and living in a local community working on an education based project. The next expedition will take place in 2027 and will be in Malaysia.

Community Access

The school supports a number of local groups by providing its facilities free of charge or at a reduced fee, including:

Page 7

THE ST. GABRIEL SCHOOLS FOUNDATION REPORT OF THE CHARITY TRUSTEES (GOVERNORS’ REPORT) (CONTINUED) FOR THE YEAR ENDED 31 JULY 2025

Public benefit

The Governors confirm that they have complied with the duty in Section 17(5) of the Charities Act 2011, to have due regard to the Charity Commission’s guidance on public benefit.

FACILITIES

In September 2014 the Junior School become co-educational and a 50 week per year day nursery was opened catering for children from aged 6 months to 5 years and from 7:30am to 6:30pm. The nursery is now successfully feeding pupils into the coeducational Junior School. A new 6[th] Form centre was converted during 2016/17, and opened at the start of the autumn term 2017, providing teaching rooms and study areas for many subjects. During 2018/19 the school built upon the 2017/18 Invest to Impress programme with the aim of upgrading many of the schools facilities. In February 2021 the school announced that the Senior School would admit boys in year 7 from September 2022, becoming fully CoEd by 2026. The summer works for 2022 concentrated on refurbishing existing welfare facilities for girls and the creation of new facilities for boys.

With the increasing numbers on roll the Governors are aware of the need to use existing facilities efficiently and to carefully consider what new facilities may be required. To assist with this process during 2021/22 architects were appointed to produce a Master Plan. The findings from this were presented to the Governors in the Autumn Term. The master plan identified the need for more classroom space. Increasing numbers on roll indicated that this was required for September 2023. The summer works for 2023 saw the installation of 2 temporary classrooms and the extension of the Reception teaching area. At the start of the 2023/24 academic year the school was working with a project team on the design of a new permanent classroom block. However, as the threat of VAT on schools increased the Governors took the decision to pause the project. The new Government has now implemented its proposal and the projects remain paused for a further year. The portakabins were removed in summer 2025 as they were surplus to requirement. The nursery continues to be successful with waiting lists and the Governors are looking to increase the provision in the next academic year.

FINANCIAL REVIEW AND RESULTS FOR THE PERIOD

The results are a return of circa –6% which was a slight improvement on the figure anticipated by the Governors. This is mainly due to the impact of VAT on fees which along with many other schools in the sector is expected to cause some instability in the short to medium term. Throughout the year the Governors have continually reassessed the schools financial position and its ability to continue as a going concern. This has included the development of several budget scenarios and cash flow forecasts all of which have been robustly stress tested. The maintenance of a sufficient and prudent margin in the order of 8-12% will undoubtedly prove challenging but the Governors are resolved to pursue measures to maintain financial stability. The Governors continue to identify priorities for the school in terms of increasing recruitment and retention, reducing costs and developing the school.

Page 8

THE ST. GABRIEL SCHOOLS FOUNDATION REPORT OF THE CHARITY TRUSTEES (GOVERNORS’ REPORT) (CONTINUED) FOR THE YEAR ENDED 31 JULY 2025

Reserves Policy

The School’s unrestricted funds stood at £1,871,214 (2024: £2,343,541) at the end of the period. After adjusting for unrestricted functional fixed assets for the charity’s own use, borrowings against them and the effect of revaluation of fixed assets at a time of lower property prices the School has no free reserves (as defined by the Charity Commission) (2024: nil).

The Governors consider that free reserves would ideally be equivalent to one terms operating costs, in order to cover the risks and uncertainties of operating as an independent educational establishment.

The long term policy is therefore to return to building up reserves out of annual net incoming resources until that level is reached, subject to the prior demands of further capital expenditure to equip the School with the up-to-date facilities needed to maintain the standard of educational services currently provided.

Fundraising

A separate charity the St Gabriel’s Parent Teachers Association which is operated by parents of the school raises funds towards facilities and equipment for the school by running social events during the year. In the year 2024/25 the PTA donated £17,691.31 to the school following these activities. The school does not engage in large scale fundraising activities like mass mailings, telephone fundraising or door to door campaigns. Any small level fundraising activities focus on the current parents and other individuals or organisations connected with the school rather than the wider community. During the financial year, the School did not receive any fundraising complaints requiring action by the Fundraising Regulator.

FUTURE PLANS

The School continues to look to develop its academic offering to best meet the future needs of its pupils. The strategic conversations which the Principal conducts formally with all Heads of Departments before their budget submissions each year provide a detailed insight into the curriculum requirements perceived by the Heads of Departments. These aspirations are funnelled in two directions: firstly into short term plans for departmental budgets and more strategically into curriculum development and the resources required to support it.

In addition, the Governors have considered the strategic direction of the school against a backdrop of reducing demand for single sex education, the requirements for childcare for working parents, the aspirations of pupils for an enhanced 6[th] Form and the impact of VAT on fees. The school admitted boys to year 7 from 2022 and will grow to be fully coeducational by 2026. Along side this the Governors have also commissioned a site Master Plan to assess the quality and requirement of facilities in future years taking into account the projected numbers on roll. The governors have identified nursery provision as an area for development and plans are in place to increase capacity in the coming year.

In the next stage of our development, we will continually strive to enhance our educational provision, whilst ensuring that our business model has adjusted to the new VAT, Business Rates and National Insurance costs post October 2024 budget. As part of this plan the Governors in conjunction with the Principal and Bursar have explored the benefits and risk of joining an educational group. Both for profit and charitable groups were looked at. The governors felt very strongly that it should be a charitable group whose ethos aligned closely with that of St Gabriels. The Mill Hill School Foundation was deemed to be a suitable fit and discussion and process to join took place throughout the year, concluding with the announcement to merge on or before 31 October 2026.

Principal risks and uncertainties

Up to the date of the merger the Board of Governors is responsible for the management of the risks faced by the school. In November 2001 the school commissioned a risk assessment from a specialist advisor and a full review and action plan with regard to the risks was produced. The risk assessment report is used as a current working document and is formally reviewed by the Board of Governors on an annual basis.

Page 9

THE ST. GABRIEL SCHOOLS FOUNDATION REPORT OF THE CHARITY TRUSTEES (GOVERNORS’ REPORT) (CONTINUED) FOR THE YEAR ENDED 31 JULY 2025

The Governors have undertaken a robust review of the curriculum and staffing and have adjusted both where required. The school has also stress tested the cash flow forecast against a number of scenarios, including further changes to pupil numbers. The Coeducation announcement generated a lot of interest in the school. September 2022 numbers on roll increased considerably and this trend continued for September 23, further consolidating the school financial footing. September has seen a slight drop in pupil numbers at Reception and Year 7 entry points, but year 12 with the introduction of boys has seen a higher than expected enrolment. Undoubtedly the Labour Governments VAT policy on independent school fees has impacted this. The Governors were aware of this threat for some time and ensured that its implementation and likely effect of the school was robustly modelled, ensuring that the school is prepared and able to act quickly in a number of scenarios. The governing body have sought to mitigate the impact of VAT on fees by reducing the net school fees and phasing the full VAT increase over a number of years.

The principal risks and uncertainties currently facing the Company are considered to be, the current political situation, the impact of VAT on fees on parents and affordability, its effect on schools strategic plans, the UK’s economic outlook, pressures brought by the war in Ukraine, energy crises, rise in cost of living, price competition from rival independent schools revising their offer to attract a different type of pupil, boarding schools investing heavily in their day offer with the addition of day houses, the increasing competition for high-quality teaching and support staff and its effect on succession-planning and severe reputational damage in the unlikely event of a high profile legal action alleging lack of due care over our pupils as vulnerable beneficiaries.

Our plans and strategies for managing risk include maintaining effective internal controls, risk registers, incident-reporting and monitoring systems and insurance cover wherever appropriate.

The key controls used by the charity to minimise risk include:

In the last report the Governors identified the risk of an ISI inspection under the new Framework. The expected inspection took place in March 2024 and the Governors are pleased to confirm that the school met all standards.

Through the risk management processes established by the school, the Governors are satisfied that the major risks identified have been adequately mitigated where necessary. It is recognised that systems can only provide reasonable but not absolute assurance that major risks have been adequately managed.

The major risks to the continued success of the school are assessed as: current political uncertainty, reputation, recruitment and health & safety. These risks are managed by a balanced approach to insurance, controls, emergency planning, and training.

Following the merger with The Mill Hill Foundation on or before 31 October 2026, The St Gabriel Schools Foundation will become a dormant company. The Governors will seek to wind up the company within a period not exceeding 12 months of the date of the merger.

Page 10

THE ST. GABRIEL SCHOOLS FOUNDATION REPORT OF THE CHARITY TRUSTEES (GOVERNORS’ REPORT) (CONTINUED) FOR THE YEAR ENDED 31 JULY 2025

This Annual Report, prepared under the Charities Act 2011 and the Companies Act 2006, was approved by the Governing Body of The St. Gabriel Schools Foundation on 21 July 2026 including in their capacity as company directors approving the Strategic Report contained therein, and is signed as authorised on its behalf by:

N C Garland

Chairman of the Board of Governors

Page 11

Crowe U.K. LLP

Chartered Accountants Member of Crowe Global R+ Building 2 Blagrave Street Reading Berkshire RG1 1AZ, UK Tel +44 (0)118 959 7222 Fax +44 (0)118 958 4640 www.crowe.co.uk

INDEPENDENT AUDITOR’S REPORT

TO THE MEMBERS OF THE ST. GABRIEL SCHOOLS FOUNDATION

Opinion

We have audited the financial statements of St. Gabriel Schools Foundation for the year ended 31 July 2025 which comprise the Statement of Financial Activities, the Balance Sheet, the Cash Flow Statement 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:

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.

Emphasis of matter – financial statements prepared on a basis other than going concern

We draw attention to note 2a in the financial statements, which explains that the financial statements have been prepared on the basis that the charitable company is no longer a going concern. On 9 June 2026 the St. Gabriel Schools Foundation signed a full Transfer Agreement with The Mill Hill School Foundation. On or before 31 October 2026 The St. Gabriel Schools Foundation will cease its activity as a school and transfer the entirety of its business, assets and liabilities to The Mill Hill School Foundation for the continued operation of the school. Following the merger, it is the view of the Governors that it will be possible to close down the current Foundation within the next 12 months.

Our opinion is not modified in respect of this matter.

Our responsibilities and the responsibilities of the governors with respect to going concern are described in the relevant sections of this report.

Crowe U.K. LLP is a limited liability partnership registered in England and Wales with registered number OC307043. The registered office is at 55 Ludgate Hill, London EC4M 7JW. A list of the LLP’s members is available at the registered office. Authorised and regulated by the Financial Conduct Authority. All insolvency practitioners in the firm are licensed in the UK by the Insolvency Practitioners Association. Crowe U.K. LLP is a member of Crowe Global, a Swiss verein. Each member firm of Crowe Global is a separate and independent legal entity. Crowe U.K. LLP and its affiliates are not responsible or liable for any acts or omissions of Crowe Global or any other member of Crowe Global.

Page 12

INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF THE ST. GABRIEL SCHOOLS FOUNDATION

Other information

The trustees are responsible for the other information contained within the annual report. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. 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.

In connection with our audit of the financial statements, 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 audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. 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 our audit

Matters on which we are required to report by exception

In 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 strategic report or the directors’ report included within the trustees’ report.

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 the Governors

As explained more fully in the Statement of Trustee’s Responsibilities set out on page 5, the Trustees (who are also the directors of the charitable company 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.

Page 13

INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF THE ST. GABRIEL SCHOOLS FOUNDATION

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.

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.

Extent to which the audit was considered capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We identified and assessed the risks of material misstatement of the financial statements from irregularities, whether due to fraud or error, and discussed these between our audit team members. We then designed and performed audit procedures responsive to those risks, including obtaining sufficient and appropriate audit evidence to provide a basis for our opinion.

We obtained an understanding of the legal and regulatory frameworks within which the charitable company operates, focusing on those laws and regulations that have a direct effect on the determination of material amounts and disclosures in the financial statements. The laws and regulations we considered in this context were the Companies Act 2006, Charities Act 2011 together with the Charities SORP (FRS 102). We assessed the required compliance with these laws and regulations as part of our audit procedures on the related financial statement items.

In addition, we considered provisions of other laws and regulations that do not have a direct effect on the financial statements but compliance with which might be fundamental to the charitable company’s ability to operate or to avoid a material penalty. We also considered the opportunities and incentives that may exist within the charitable company for fraud. Auditing standards limit the required audit procedures to identify non-compliance with these laws and regulations to enquiry of the Governors and other management and inspection of regulatory and legal correspondence, if any.

We identified the greatest risk of material impact on the financial statements is from irregularities, including fraud, to be the override of controls by management. Our audit procedures to respond to these risks included enquiries of management, and the Finance and General Purposes Committee about their own identification and assessment of the risks of irregularities, sample testing on the posting of journals, reviewing accounting estimates for biases, reviewing regulatory correspondence with the Charity Commission, Independent Schools Inspectorate, Ofsted and reading minutes of meetings of those charged with governance.

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INDEPENDENT AUDITOR’S REPORT (CONTINUED) TO THE MEMBERS OF THE ST. GABRIEL SCHOOLS FOUNDATION

Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, the further removed noncompliance with laws and regulations (irregularities) is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it. In addition, as with any audit, there remained a higher risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. We are not responsible for preventing non-compliance and cannot be expected to detect noncompliance with all laws and regulations.

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 and to the charitable company’s trustees, as a body, in accordance with Part 4 of the charities (accounts and reports) regulations 2008. 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.

Alastair Lyon Senior Statutory Auditor

For and on behalf of Crowe U.K. LLP Statutory Auditor Reading

Date: 28 July 2026

Page 15

THE ST. GABRIEL SCHOOLS FOUNDATION STATEMENT OF FINANCIAL ACTIVITIES (INCORPORATING AN INCOME AND EXPENDITURE ACCOUNT) FOR THE YEAR ENDED 31 JULY 2025

Notes
INCOME FROM
Charitable activities
School fees receivable
4
Ancillary trading income
5
Income from generated
funds:
Non-ancillary trading income
6
Voluntary income:
Donations and grant income
7
Total
EXPENDITURE ON
Charitable Activities
School operating costs
Raising funds
Finance costs
10
Total
8
Net (expenditure)/income
before transfers
11
Transfers
Net movement in funds
Funds balances 1 August 2024
Funds balances 31 July 2025		 Unrestricted
Funds
£
8,053,824
847,615
50,008
17,701
8,969,148
9,338,929
129,686
9,468,615
(499,467)
27,140
(472,327)
2,343,541
1,871,214		 Restricted
Funds
£
-
-
-
27,557
27,557
23,943
-
23,943
3,614
(27,140)
(23,526)
87,786
64,260		 Permanent
Endowment
Fund
£
-
-
-
-
-
8,683
-
8,683
(8,683)
-
(8,683)
571,674
562,991		 Year to
31 July
2025
£
8,053,824
847,615
50,008
45,258
8,996,705
9,371,555
129,686
9,501,241
(504,536)
-
(504,536)
3,003,001
2,498,465		 Year to
31 July
2024
£
7,825,744
765,462
46,101
20,034
8,657,341
9,074,190
102,515
9,176,705
(519,364)
-
(519,364)
3,522,365
3,003,001

The notes on pages 19 to 36 form part of these accounts

Page 16

COMPANY NUMBER: 2590761 THE ST. GABRIEL SCHOOLS FOUNDATION BALANCE SHEET

AS AT 31 JULY 2025

Notes
FIXED ASSETS
Tangible assets
13
Investment assets
14
CURRENT ASSETS
Stock
Debtors
15
Cash at bank and in hand
CREDITORS:Amount due within one year
16a
NET CURRENT (LIABILITIES)/ASSETS
TOTAL ASSETS LESS CURRENT
LIABILITIES
CREDITORS:Amount due after more than
one year
16b
NET ASSETS
FINANCED BY
Unrestricted funds
20
Restricted funds
Endowed funds
19		 2025
£
5,055,693
1
5,055,694
1,643
3,014,440
558,582
3,574,665
(3,956,442)
(381,777)
4,673,917
(2,175,452)
2,498,465
1,871,214
64,260
562,991
2,498,465		 2024
£
5,343,751
1
5,343,752
3,084
2,512,522
1,830,382
4,345,988
(4,029,771)
316,217
5,659,969
(2,656,968)
3,003,001
2,343,541
87,786
571,674
3,003,001

The financial statements were approved and authorised for issue by the Board and were signed on its behalf on 21 July 2026………………………………..

N C Garland Governor

The notes on pages 19 to 36 form part of these accounts

Page 17

THE ST. GABRIEL SCHOOLS FOUNDATION CASH FLOW STATEMENT

FOR THE YEAR ENDED 31 JULY 2025

Notes
Net movement in funds
Decrease/(Increase) in stock
Decrease/(increase) in debtors
Increase in creditors
(Decrease)/Increase in deposits
Depreciation charge
Bank interest
Net cash provided by operating activities
Cash Flows from investing activities
Purchase of tangible fixed assets
Net cash used in investing activities
Cash flows from financing activities
Repayment of loan
New loan
Bank interest paid
Advanced fee scheme:
Receipts from new contracts
Amounts utilised and repaid
Net cash flows used in financing activities
Change in cash and cash equivalents in the
year
26,27
Cash and cash equivalents at the beginning of
the year
Total cash and cash equivalents at the end
of the year		 2025
£
£
(504,536)
1,441
(501,918)
467,998
(2,025)
315,198
93,680
(130,162)
(27,140)
(27,140)
(91,928)
-
(93,680)
-
(928,890)
(1,114,498)
(1,271,800)
1,830,382
558,582		 2024
£
(519,364)
(737)
10,959
689,217
975
327,821
95,014
603,885
(375,069)
(375,069)
(70,222)
-
(95,132)
624,552
-
459,198
688,014
1,142,368
1,830,382

The notes on pages 19 to 36 form part of these accounts

Page 18

THE ST. GABRIEL SCHOOLS FOUNDATION STATEMENT OF ACCOUNTING POLICIES FOR THE YEAR ENDED 31 JULY 2025

1. CHARITY INFORMATION

The St. Gabriel Schools Foundation has the registered charity number 1062748. It operates under the trading names of “St. Gabriel’s” or “St. Gabriel’s School” o r “ Sandleford’’ and has a subsidiary company “St. Gabriel’s School Sports Centre Ltd”, Company Registration No 4250669 (currently dormant). The principal address and registered office is Sandleford Priory, Newbury, Berkshire. It was incorporated in England on 12 March 1991 (company number: 2590761) and registered as a charity on 9 June 1997 (charity number: 1062748) (previously charity number 325060) and the charity is governed by the Declaration of Trust dated 1 May 1974 and as amended by a scheme approved by the Charity Commission on 4 October 1991.

2. ACCOUNTING POLICIES

a) Basis of preparation

The financial statements have been prepared in accordance with the Financial Reporting Standard applicable in the UK and Republic of Ireland (FRS 102) – effective 1 January 2015, the Companies Act 2006 and the Statement of Recommended Practice applicable to charities.

The School is a Public Benefit Entity registered as a charity in England and Wales and a company limited by guarantee.

The accounts are drawn up on the historical cost basis of accounting, unless otherwise stated in the relevant accounting policy note(s). Consolidated accounts have not been prepared on the grounds that the subsidiary is non-trading and would make an immaterial change to the results of the charity.

Going Concern

On 9 June 2026 The St. Gabriel Schools Foundation signed a full Transfer Agreement with The Mill Hill School Foundation. On or before 31 October 2026 The St. Gabriels Schools Foundation will cease its activity as a school and transfer the entirely of its business, assets and liabilities to The Mill Hill School Foundation for the continued operation of the school and therefore these financial statements have been prepared on a basis other than going concern. These changes have not influenced the Foundation policies concerning the recognition, measurement, or presentation of the accounting policies. Following the merger, it is the view of the Governors that it will be possible to close down the current Foundation with the next 12 months.

b) Fees and similar income

Fees receivable and charges for services and use of premises are accounted for in the period in which the service is provided. Fees receivable are stated after deducting allowances and other remissions allowed by the school. Fees received in advance of education to be provided in future years under an Advance Fee Payment Scheme Contract are held until either taken to income in the term when used or else refunded.

c) Donations and grant income

Voluntary incoming resources are accounted for as and when the entitlement arises, the amount can be reliably quantified and the economic benefit to the School is considered probable. Voluntary income received for the general purposes of the School is accounted for as unrestricted and is credited to unrestricted funds. Voluntary income subject to specific wishes of the donors are carried to the relevant restricted fund.

Page 19

THE ST. GABRIEL SCHOOLS FOUNDATION STATEMENT OF ACCOUNTING POLICIES FOR THE YEAR ENDED 31 JULY 2025

2. ACCOUNTING POLICIES (continued)

d) Other incoming resources

Other incoming resources are included in the Statement of Financial Activities when the School is legally entitled to the income and the amount can be quantified with reasonable accuracy.

e) Resources expended

Expenditure is accrued as soon as a liability is considered probable. Expenditure attributable to more than one cost category in the SOFA is apportioned over the relevant categories on the basis of management estimates of the amount attributable to that activity in the year, either by reference to staff time or activity logging as appropriate.

Costs of charitable activities are those costs incurred in providing an education and running the school in accordance with the objects and aims of the charity.

Governance costs comprise the cost of running the charity to include those that provide the governance infrastructure that allows the school to operate and to generate the information required for public accountability. These include strategic planning for future developments, external audit, any legal advice to the school’s governors and all the costs of complying with constitutional and statutory requirements such as the costs of board and committee meetings and of preparing statutory accounts and of satisfying public accountability.

f) Tangible Fixed Assets

Expenditure on the acquisition of land, buildings, vehicles, furniture, ICT equipment and infrastructure and other equipment costing more than £2,500 is capitalised and carried in the balance sheet at historical cost. Other expenditure on equipment incurred in the normal day to day running of the School is charged to the Statement of Financial Activities as incurred.

With the exception of the Farmhouse currently at historical cost, from 1 August 2015 the School has applied the ‘deemed cost’ provisions of FRS102 in that valuations of previously revalued land and buildings will no longer be renewed.

g) Intangible Fixed Assets

Website software is capitalised at purchase cost where there is an expectation of future economic benefit deriving from the on-line registration process. Costs associated with maintaining the computer software are recognised as an expense when incurred.

The website software is subsequently carried at cost less accumulated amortisation and accumulated impairment losses. The costs are amortised to the income and expenditure account using the straight-line method over the estimated useful life of three years.

The amortisation period and amortisation method of intangible assets are reviewed at least each balance sheet date. The effects of any revision are recognised in the income and expenditure account when the changes arise.

Page 20

THE ST. GABRIEL SCHOOLS FOUNDATION STATEMENT OF ACCOUNTING POLICIES FOR THE YEAR ENDED 31 JULY 2025

2. ACCOUNTING POLICIES (continued)

h) Depreciation

Depreciation is provided to write off the cost of all relevant tangible fixed assets less estimated residual value based on current market prices, in equal annual instalments over their expected useful economic lives as follows:

Freehold Land Nil Freehold buildings Straight line over 50 years Computer Equipment and other similar equipment Straight line over 3 years Electronic and Infrastructure equipment Straight line over 5/7 years Playground facilities Straight line over 10 years Furniture and equipment for new building 20% on reducing balance Furniture and equipment 15% on reducing balance Motor Vehicles Straight line over 4 years Kitchen equipment Straight line over 7 years

i) Leased assets

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

Assets obtained under hire purchase contracts or finance leases are capitalised within the balance sheet and are depreciated over their useful economic lives. The interest element of these leases is charged to the statement of financial activities account over the lease period. The capital element of the future payments is treated as a liability.

j) Fund accounting

Unrestricted income belongs to the School’s general operational funds, spendable at the discretion of the Governors either to further the School’s objects or to benefit the School itself.

Restricted income comprises gifts and donations where the donor has specified the gift to be used for a specific purpose.

Endowed funds are the original property from which the school operated in 1947. The use of the property is restricted in accordance with terms of the Trust Deed of 1974.

k) Stock

Stock is carried at the lower of cost and net realisable value.

l) Parents’ deposits

The Governors have reviewed the contract terms under which Pupil fee deposits are held by the School. Although under normal circumstances these will be repaid over future years when the pupils complete their education at the school, pupils can leave at earlier dates. The School does not therefore have an unconditional right to retain the individual deposits for at least 12 months after the balance sheet date and, in line with the requirements in FRS 102, the balance of the deposits held has been included within current liabilities.

Page 21

THE ST. GABRIEL SCHOOLS FOUNDATION NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JULY 2025

2. ACCOUNTING POLICIES (continued)

m) Pensions

Retirement benefits to employees of the School were provided through two defined contribution pension schemes.

n) Financial instruments

Basic financial instruments include debtors and creditors. Debtors and creditors are initially recognised at transaction value and subsequently measured at amortised cost. Note 25 provides more information on financial instruments where future cash flows are anticipated, with financial assets referring to cash, debtor balances excluding prepayments, and financial liabilities referring to all creditor balances excluding deferred income and social security and other taxes.

3. Critical accounting judgements and key sources of estimation uncertainty

In application of the accounting policies, Trustees are required to make judgement, estimates and assumptions about the carrying value of assets and liabilities that are not readily apparent from other sources. The estimates and underlying 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 if the revision affects only that period, or in the period of the revision and future periods if the revision affected current and future periods.

The Governors consider that there are no material judgements in applying accounting policies or key sources of estimation uncertainty.

4. INCOMING RESOURCES

Fees receivable consist of:
Gross fees
Less: Scholarships, Bursaries and Allowances		 2025
£
9,193,566
(1,139,742)
8,053,824		 2024
£
8,949,390
(1,123,646)
7,825,744

Scholarships, bursaries and other awards were paid to 135 (2024: 135) pupils. Within this means-tested bursaries totalling £787,919 (2024: £757,845) were paid to 44 (2024: 44 pupils).

Page 22

THE ST. GABRIEL SCHOOLS FOUNDATION NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JULY 2025

5. ANCILLARY TRADING INCOME

Music fees and additional sessions
Grant funding for individual fees
Registration fees and fees in lieu of notice
School bus
Recoverable expenses and school trips
Café takings and other income including late surcharges
6.
NON ANCILLARY TRADING INCOME
Hire of facilities
7.
GRANTS AND DONATIONS
Unrestricted
Parent Teacher Association
17,691
Other small donations
10
HMRC SMP rebate
-
17,701		 2025
2024
£
£
207,427
189,759
68,148
59,853
49,347
35,584
195,056
201,732
291,895
250,461
35,742
28,073
847,615
765,462
2025
2024
£
£
50,008
46,101
Restricted
Total
2025
Total
2024
£
£
£
-
17,691
19,594
27,557
27,567
-
-
-
440
27,557
45,258
20,034

Page 23

THE ST. GABRIEL SCHOOLS FOUNDATION NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JULY 2025

8. TOTAL RESOURCES EXPENDED

Charitable Expenditure
Teaching costs
Welfare costs
Premises costs
Support costs
Cost of generating funds
Finance costs (note 10)		 Staff
Costs
£
5,418,363
80,115
390,730
598,233
6,487,441
-
6,487,441		 Depreciation
£
44,412
31,434
220,058
19,294
315,198
-
315,198		 Other
£
578,096
599,564
593,990
797,266
2,568,916
129,686
2,698,602		 Total
2025
£
6,040,871
711,113
1,204,778
1,414,793
9,371,555
129,686
9,501,241		 Total
2024
£
5,785,957
694,004
1,199,410
1,394,819
9,074,190
102,515
9,176,705
Governance included in support costs
Auditors remuneration
Governors expenses
Other governance costs		 2025
£
20,775
-
20,527
41,302		 2024
£
19,415
55
19,301
38,771

Travel and course expenses amounting to £70 (2024: £55) were reclaimed by 1 member (2024: 1) of the governing body.

Page 24

THE ST. GABRIEL SCHOOLS FOUNDATION NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JULY 2025

8. RESOURCES EXPENDED 2024 (continued)

Staff Costs
Depreciation
£
£
Charitable Expenditure
Teaching costs
5,118,830
55,346
Welfare costs
74,169
31,659
Premises costs
369,073
223,243
Support costs
599,145
17,573
6,161,217
327,821
Cost of generating funds
Finance costs (note 10)
-
-
6,161,217
327,821
9.
STAFF COSTS
Wages and salaries
Social security costs
Pension contributions
Agency and other costs
Total Staff costs
The average number of employees in the period was:
Teaching staff
Support staff		 Other
£
611,781
588,176
607,094
778,101
2,585,152
102,515
2,687,667

Total
2024
£
5,785,957
694,004
1,199,410
1,394,819
9,074,190
102,515
9,176,705
2025
£
4,840,573
487,245
1,009,268
6,337,086
150,355
6,487,441
No.
144
37
181		 Total
2023
£
5,142,064
616,539
1,071,913
1,361,505
8,192,021
81,639
8,273,660
2024
£
4,623,344
397,338
960,308
5,980,990
180,227
6,161,217
No.
138
38
176



Page 25

THE ST. GABRIEL SCHOOLS FOUNDATION NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JULY 2025

9. STAFF COSTS (CONTINUED)

The number of employees whose emoluments exceeded £60,000 were:
£60,000 - £70,000
£70,000 - £80,000
£100,000 - £110,000
Over £110,000
Number of higher paid employees contributing to a pension scheme
Total cost of employer’s contributions in relation to the above
The governors received no remuneration or other benefits for the year.		 2025
No.
1
1
1
1
4
£ 107,572		 2024
No.
1
1
1
1
4
£ 104,282

Key management personnel includes the governors and officers listed on page 1. Key management personnel received aggregate remuneration (including employer’s pension, employers National Insurance and Benefits in Kind) of £554,732 ( 2024: £522,098 ).

During the year, the School made no settlement agreements (2024: £9,562) (2024: 1 employee) .

10. FINANCE

Bank loan interest
Bank charges
Bad debts written off
Other finance costs
Increase to bad debts provision
11.
NET INCOME/(EXPENDITURE)
Net expenditure is stated after charging:
Depreciation - owned assets
Auditor’s Remuneration
Operating leases		 2025
£
93,680
3,986
2,977
14,043
15,000
129,686
2025
£
315,198
20,775
182,822		 2024
£
95,014
3,967
289
-
3,245
102,515

2024
£
327,821
19,415
192,816

Page 26

THE ST. GABRIEL SCHOOLS FOUNDATION NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JULY 2025

12. INTANGIBLE FIXED ASSETS

Cost
1 August 2024
Additions at cost
31 July 2025
Amortisation
1 August 2024
Charge for the year
31 July 2025
Net book values
31 July 2025
31 July 2024		 Website
£
9,750
-
9,750
9,750
-
9,750
-
-		 Total
£
9,750
-
9,750
9,750
-
9,750
-
-

13. TANGIBLE FIXED ASSETS

The Freehold Property shown in the Accounts is (i) a 1983 permanent endowment owned by a special trust , the S Gabriel and Falkland S Gabriel Charity, (previously registered as Charity Number: 325060), now administered by the Company as sole corporate trustee, and (ii) subsequent improvements to the School buildings made out of unrestricted funds owned by the Company as corporate property , as indicated below.

Under a scheme approved by the Charity Commission, on 4 October 1991, Clause 2(1) and (2) of the scheme makes the following provision:

Trustee and vesting

The Proprietor of the Property as set out in the HM Land Registry Property Register dated 2 April 1992 is therefore “The St. Gabriel Schools Foundation”. The property is pledged as security for certain lending provided by the National Westminster Bank Plc with the consent of the Charity Commission.

Page 27

THE ST. GABRIEL SCHOOLS FOUNDATION NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JULY 2025

13. TANGIBLE FIXED ASSETS (continued)

Deemed Cost
1 August 2024
Additions at cost
Change of category
31 July 2025
Depreciation
1 August 2024
Charge for year
31 July 2025
Net book values
31 July 2025
31 July 2024		 Freehold
Land and
Buildings
£
4,775,000
-
-
4,775,000
987,623
90,613
1,078,236
3,696,764
3,787,377		 Freehold
Improvement
s
£
173,512
-
-
173,512
23,424
3,471
26,895
146,617
150,087		 Furniture
and
Equipment
£
2,758,470
-
-
2,758,470
1,564,562
210,233
1,774,795
983,675
1,193,908		 Motor
Vehicles
£
319,284
27,140
-
346,424
301,409
10,881
312,290
34,134
17,875		 Assets
under
construction
£
194,503
-
-
194,503
-
-
-
194,503
194,504		 Total
£
8,220,769
27,140
-
8,247,909
2,877,018
315,198
3,192,216

5,055,693
5,343,751

Page 28

THE ST. GABRIEL SCHOOLS FOUNDATION NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JULY 2025

13. TANGIBLE FIXED ASSETS (CONTINUED)

From 1 August 2015 the School has applied the ‘deemed cost’ provisions of FRS102 in that valuations of previously revalued land and buildings will no longer be renewed.

The deemed cost as at 1 August 2015 is represented by:

Historical costs less depreciation
Valuation increase 1993
Valuation increase 1994
Valuation increase 2000
Valuation increase 2003
Valuation decrease 2008
Valuation decrease 2013
Sandleford Farmhouse
Total		 Freehold
Property
Endowment
£
325,450
361,015
147,714
267,412
19,460
(263,679)
(190,185)
-
667,187		 Freehold
Property
(Corporate
Property)
£
3,895,654
644,753
115,072
295,002
37,507
(897,902)
(907,273)
925,000
4,107,813		 Total
£
4,221,104
1,005,768
262,786
562,414
56,967
(1,161,581)
(1,097,458)
925,000
4,775,000

Depreciation relating to the Freehold Property Endowment totalling £8,683 has been charged directly to the Endowment Fund.

14. FIXED ASSET INVESTMENTS

COST
Unlisted investments at 31 July 2024 and 31 July 2025		 2025
£
1		 2024
£
1

The School owns 100% of the ordinary share capital and voting rights of St. Gabriel’s Sports Centre Limited. The St Gabriel’s Sports Centre Limited was dormant throughout the period under review. The registered office of St Gabriel’s Sports Centre is St Gabriel’s School, Sandleford Priory, Newbury, Berkshire, RG20 9BD.

Page 29

THE ST. GABRIEL SCHOOLS FOUNDATION NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JULY 2025

15. DEBTORS

Trade debtors
Other debtors
Prepayments
16a.
CREDITORS: Amounts falling due within one year
Bank loans and overdrafts (Note 18)
Trade creditors
Deposits held
Social security & other taxes
Other creditors
Accruals
Deferred income – Fees received in advance
Deferred income – Fees billed in advance
16b.
CREDITORS: Amounts falling due after more than one year
Bank Loans and Overdrafts (Note 18)
Fees received in advance
17.
DEFERRED INCOME (Fees received in advance)
The movements during the year were:
Balance at 1 August 2024
New contracts/receipts
Amounts utilised in payment of fees to the school		 2025
£
2,687,468
73,307
253,665
3,014,440
2025
£
101,526
234,912
227,250
509,142
206,796
70,197
347,430
2,259,189
3,956,442
2025
£
1,921,490
253,962
2,175,452
2025
£
1,530,282
-
(928,890)
601,392		 2024
£
2,282,887
70,672
158,963
2,512,522
2024
£
82,527
115,410
229,275
110,036
181,135
84,993
905,730
2,320,665
4,029,771
2024
£
2,032,416
624,552
2,656,968
2024
£
-
1,530,282
-
1,530,282

Page 30

THE ST. GABRIEL SCHOOLS FOUNDATION NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JULY 2025

18. LOANS AND OVERDRAFTS

An analysis of the maturity of loans and overdrafts is as follows:
Amounts falling due within one year or on demand
Bank loans
Amounts falling due within one year - Total
Amounts falling due between one and two years - Bank loans
Amounts falling due between two and five years - Bank loans
Amounts falling due after more than five years – Bank loans		 2025
£
101,526
101,526
90,696
313,504
1,517,289
2,023,015		 2024
£
82,527
82,527
90,357
295,641
1,646,418
2,114,943

A loan of £500,000 was taken out in July 2023 under the National Westminster Bank Plc’s Fixed Rate Loan Terms. Interest is charged at 7.70% per annum. The instalment amounts are based on a 18-year period from 11 July 2023.

The school took a repayment holiday on capital instalments from July 2023 to August 2024.

A loan of £1,770,000 was taken out in May 2021 under the National Westminster Bank Plc’s Fixed Rate Loan Terms. Interest is charged at 3.40% per annum. The instalment amounts are based on a 20 year period from the 11 May 2021.

All loans and overdrafts are secured by a mortgage and legal charge dated 11 October 2004 and 31 January 2014 respectively in the favour of National Westminster Bank Plc over the freehold land and buildings of St Gabriel's School, Sandleford Priory, Newtown Road, Newbury and Sandleford Farmhouse, Sandleford Priory, Newtown, Newbury.

Page 31

THE ST. GABRIEL SCHOOLS FOUNDATION NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JULY 2025

19. ENDOWED FUNDS

The St Gabriel and Falkland St Gabriel Schools Charity own the permanent endowment. Under the 1991 scheme (see Note 13) the endowment would have been handed over to continuing trustees of the St Gabriel and Falkland St Gabriel Schools in the event of the Foundation ceasing to operate the school. It is therefore shown as trust property (Endowed Funds).

20. UNRESTRICTED FUNDS

2025
Designated Funds:
M Frenkel Fund
General Fund
2024
Designated Funds:
M Frenkel Fund
General Fund
21.
RESTRICTED FUNDS
2025
Fixed Asset Fund
Other small restricted funds
Total
2024
Fixed Asset Fund		 2024
£
360
2,343,181
2,343,541
2023
£
370
2,829,899
2,830,279
2024
£
87,786
-
87,786
2023
£
111,729		 2024
£
360
2,343,181
2,343,541
2023
£
370
2,829,899
2,830,279
2024
£
87,786
-
87,786
2023
£
111,729		 Incoming
resources
£
-
8,969,148
8,969,148
Incoming
resources
£
-
8,657,341
8,657,341
Incoming
resources
£
20,355
7,202
27,557
Incoming
resources
£
-		 Outgoing
Resources
£
(10)
(9,468,605)
(9,468,615)
Outgoing
Resources
£
(10)
(9,144,069)
(9,144,079)
Outgoing
Resources
£
(23,943)
-
(23,943)
Outgoing
Resources
£
(23,943)		 Transfers
£
-
27,140
27,140
Transfers
£
-
-
-
Transfers
£
(27,140)
-
(27,140)
Transfers
£
-		 2025
£
350
1,870,864
1,871,214
2024
£
360
2,343,181
2,343,541
2025
£
57,058
7,202
64,260
2024
£
87,786		 2025
£
350
1,870,864
1,871,214
2024
£
360
2,343,181
2,343,541
2025
£
57,058
7,202
64,260
2024
£
87,786


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THE ST. GABRIEL SCHOOLS FOUNDATION NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JULY 2025

22. ANALYSIS OF NET ASSETS BETWEEN FUNDS

2025
Endowment Funds
Restricted Funds
Unrestricted Funds
2024
Endowment Funds
Restricted Funds
Unrestricted Funds		 Intangible
Assets
£
-
-
-
-
Intangible
Assets
£
-
-
-
-		 Fixed
Assets
£
562,991
57,058
4,435,645
5,055,694
Fixed
Assets
£
571,674
87,786
4,684,292
5,343,752		 Net
Current
Assets
£
-
7,202
(388,979)
(381,777)
Net Current
Assets
£
-
-
316,217
316,217		 Creditors
> one year
£
-
-
(2,175,452)
(2,175,452)
Creditors
> one year
£
-
-
(2,656,968)
(2,656,968)		 Total
£
562,991
64,260
1,871,214
2,498,465
Total
£
571,674
87,786
2,343,541
3,003,001

23. CAPITAL COMMITMENTS

Future expenditure not otherwise included in these accounts
Contracted for		 2025
£
11,127		 2024
£
-

24. OPERATING LEASE COMMITMENTS

At 31 July 2025 the school had future minimum lease payments under non- cancellable operating leases as follows:

Within one year
Between two and five years		 2025
£
48,648
44,428
93,076		 2024
£
195,172
33,195
228,367

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THE ST. GABRIEL SCHOOLS FOUNDATION NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JULY 2025

25. FINANCIAL INSTRUMENTS

Financial assets held at amortised cost are trade debtors, other debtors, amounts due from the subsidiary company, and cash at bank.

Financial liabilities held at amortised cost are bank loans, trade creditors, other creditors, and accruals.

2025 2024
£ £
Financial assets measured at amortised cost 3,319,357 4,183,941
Financial liabilities measured at amortised cost 3,016,133 3,350,308
he school’s income, expense, gains and losses in respect of financial instruments are summarise
elow:
Interest expense for financial liabilities held at amortised cost 93,680 95,014
Impairment loss/(gain). 15,000 3,245

The school’s income, expense, gains and losses in respect of financial instruments are summarised below:

26. RECONCILIATION OF NET CASH FLOW TO MOVEMENT IN NET DEBT

(Decrease) in cash in the year
Loan Movements
Change in net debt
Net debt at 1 August
NET (DEBT)/FUNDS AT 31 JULY		 2025
£
(1,271,800)
91,928
(1,179,872)
(284,561)
(1,464,433)		 2024
£
688,014
70,222
758,236
(1,042,797)

(284,561)

27. ANALYSIS OF CHANGE IN NET DEBT

Cash at bank and in hand
Loans		 Net debt as at
31 July
2024
£
1,830,382
(2,114,943)
(284,561)		 Movements
£
(1,271,800)
91,928
(1,179,872)		 Net debt as at
31 July
2025
£
558,582
(2,023,015)
(1,464,433)

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THE ST. GABRIEL SCHOOLS FOUNDATION NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JULY 2025

28. RELATED PARTY TRANSACTIONS

Mrs Heywood (Governor) has two children at the School and is in receipt of a sibling discount which amounted to £13,817 ( 2024: £12,424 ). The discount was awarded before Mrs Heywood was appointed as a Governor and was made in accordance with the School policies at that time.

One member of KMP had a son complete summer maintenance work during the year. Total pay amounted to £320 (2024: £943).

29. PENSION COSTS

Defined Benefit Scheme

The school joined the APTIS pension scheme from 1st September 2021. APTIS is part of a master trust run by Aviva and looked after by independent and experienced members of the Aviva master trust trustee board. The School run the pension as a salary exchange programme, giving allowance for tax and NI relief. St Gabriel's pay 17% of basic salary into the pension scheme and the employee can choose their contribution level, it must be a minimum of 5% required by law. The pension charge for the year includes contributions payable to APTIS of £860,896 (2024: £816,664) and at the yearend £73,970 (2024: £70,081) was accrued in respect of contributions to this scheme.

In addition to the above, the company operates a defined contribution pension scheme. The assets of the plans are held separately from those of the company in separately administered funds. Contributions totalling £148,372 (2024: £143,674) were payable to these funds for the year and at the year-end £18,239 (2024: £18,451) was accrued in respect of contributions to this scheme.

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THE ST. GABRIEL SCHOOLS FOUNDATION NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JULY 2025

30. COMPARATIVE 2024 STATEMENT OF FINANCIAL ACTIVITIES

Notes
INCOME FROM
Charitable activities
School fees receivable
Ancillary trading income
Income from generated funds:
Non-ancillary trading income
Voluntary income:
Donations and grant income
Total
EXPENDITURE ON
Charitable Activities
School operating costs
Raising funds
Finance costs
Total
Net income/(expenditure)
before transfers
Transfers
Net movement in funds
Funds balances 1 August 2023
Funds balances 31 July 2024		 Unrestricted
Funds
£
7,825,744
765,462
46,101
20,034
8,657,341
9,041,564
102,515
9,144,079
(486,738)
-
(486,738)
2,830,279
2,343,541		 Restricted
Funds
£
-
-
-
-
-
23,943
-
23,943
(23,943)
-
(23,943)
111,729
87,786		 Permanent
Endowment
Fund
£
-
-
-
-
-
8,683
-
8,683
(8,683)
-
(8,683)
580,357
571,674		 Year to
31 July
2024
£
7,825,744
765,462
46,101
20,034
8,657,341
9,074,190
102,515
9,176,705
(519,364)
-
(519,364)
3,522,365
3,003,001

31. POST BALANCE SHEET EVENT

As a result of a merger agreement dated 9 June 2026 after the reporting date, and on or before 31 October 2026, The St. Gabriels Schools Foundation will merge with The Mill Hill Foundation. As part of the merger, all assets and liabilities of The St. Gabriels Schools Foundation will transfer to The Mill Hill Foundation, and The Mill Hill Foundation will assume responsibility for all ongoing obligations and operations of The St. Gabriels Schools Foundation.

Following the merger, the St. Gabriels Schools Foundation will case to trade as an independent school. The legal entity, however, continues to exist during the formal winding-up process, which will be completed in due course.

This event is a non-adjusting post balance sheet event under FRS 102 Section 32 and Charities SORP (FRS 102), as it arose after the reporting period ended on 31 July 2025. Accordingly, the financial statements for the year ended 31 July 2025 have not been adjusted. Disclosure is provided to inform users of the financial statements about the significant event and its implications for the entity’s future operations and financial position.

Page 36