2023-08-31-accounts

This text was generated using OCR and may contain errors. Check the original PDF to see the document submitted to the regulator.

Annual Report of the Governors THE MILL HILL SCHOOL FOUNDATION Company Registration Number: 03404450

Annual Report of the Governors | Page 1

Court of Governors

Our Aims and Objectives

Activities

Structure, Governance and Management of the Foundation Trust Funds

Governance and Management of the Foundation

Statement of Governors’ Responsibilities

Sub-Committees of the Court of Governors

Supplier Relationships

Plans for the Future

Equality Diversity & Inclusion

Environmental Impact

Financial Review

Remuneration Policy

Key Performance Indicators

Reserves, Financial Resources and Liquidity

Investment Policy

Risk Management

Auditors

Consolidated Statements of Financial Activities Consolidated and Foundation Balance Sheet Cash Flow Statement Notes to the Accounts

Court of Governors

The Governors present their Annual Report and audited Consolidated Financial Statements for the Mill Hill School Foundation (trading as the Mill Hill Education Group), for the year ended 31 August 2023 and confirm that they comply with the requirements of the Charities Act 2011, The Companies Act 2006 and the Charities SORP FRS 102.

----- Start of picture text -----
Election/
Leaving Date
Committee
(1 September 2022 -
Court of Governors 9 December 2023) Membership
Chair of the Court of Governors Ex-officio. S(Ch), T
Mr Elliot Lipton, BSc (Hons), MBA, FRSA, FRICS
Vice Chair of the Court of Governors A, E, F, G(Ch), P(Ch),
Mrs Stephanie J Miller, BA (Hons) S
Professor Eric WFW Alton, MA MB, BS, MD, Stepped down on 17 June 2023 A(Ch), G, S
FRCP, FHEA, FERS, FMedSci
Mrs Charlotte Avery, MA (Oxon) A
Mr Simon Bayliss BSc(Hons), PGCE, MSc Stepped down on 14 October 2022 P
Mrs Kamal Dhillon BSc (Hons) F
Mr Paul Dunleavy BA (Hons) CISSP-ISSAP CISM A, E, S
CDPO MBCS.
Mr Malcolm Gough BA, LLB, LLM, PGCE Appointed on 1 September 2022, A
stepped down 18 September 2023
Mr Vernon Hales Appointed on 22 November 2023 A
Mr R A Eliott Lockhart MA MPhil Stepped down on 12 October 2022 A, S
Mr Andrew Millet BA MBA FCA F(Ch), G, S
Mrs Mary Moore MSC BA FCIPD F,P, S
Mr Noyan Nihat E, F, S
Dr Kiki O’Neill-Byrne BA (Hons), MB, BCh, BAO, P
Dip. Clin. Psych., FRCPsych
Mrs Mangal Patel MBA A, E, S
Mr Tony Poole BSc (Hons) Arch Eng, BA (Hons) Appointed 7 October 2023 E
Arch, Dip Arc
Mr Mark Skelly BEng (Hons) PhD RAEngVTF E(Ch), G, S
Mrs Sunena Stoneham LLB (Hons), LPC Stepped down on 14 September 2022 F, G(Ch), S
Mr Nigel Taylor MA Appointed on 1 September 2022 A, P
Mr David Tyme LLB (Hons) F
----- End of picture text -----

A – Academic Committee, E – Estates Committee, F - Finance Committee, P – Pastoral Committee, G – Governance Committee, S – Strategy Committee, T - Trustees Committee, Ch – Chair of Committee.

Annual Report of the Governors | Page 1

Strategic Report

Our Aims and Objectives

The Foundation aims to develop thoughtful, motivated and responsible young people with a global outlook through the provision of a first-class education to boys and girls from 3 years to 18 years and to support its pupils in the passage from childhood to adulthood; we help them to thrive and find their own path to happiness and success through the range of curricular and co-curricular opportunities presented by each of our schools. Our principal activity is the education and pastoral care of our pupils.

To provide excellence in education:

To bring out the best in every individual child
To develop moral integrity and the confidence in pupils to be themselves
To nurture pupils from childhood to adulthood
To build a sense of community and environmental awareness

This is achieved by:

Providing an optimum environment in which outstanding learning can take place
Maintaining a forward looking curriculum which establishes strengths in the core subjects but is also broad and flexible enough to adapt to the demands of the 21st Century
Equipping pupils with the critical thinking tools and habits of mind that enable them to thrive in the modern, global environment
Creating a culture across the Foundation that embraces the importance of staff development and wellbeing to support the recruitment and retention of th best staff

Annual Report of the Governors | Page 2

To bring out the best in every individual child, building resilience and preparation for future life

This is achieved by:

Ensuring that Safeguarding is at the heart of all that our schools do
Providing a range of opportunities that foster the development of skills and attributes like confidence, compassion, collaboration, creativity, curiosity, flexibility, leadership and communication
Supporting the development of cultural capital that will enhance pupils’ enjoyment of life, now and in the future
Having high expectations of all pupils and a belief that everyone can achieve and succeed

To develop moral integrity and the confidence in pupils to be themselves

This is achieved by:

Respecting and celebrating our diversity whilst being united in our shared values and traditions
Encouraging independence of thinking and the responsible articulation of beliefs
Encouraging pupils to be self-aware, to value their individuality and the needs of others.
Motivating pupils to recognise their place in the world and their responsibilities to the wider world

To build a sense of community and environmental awareness

This is achieved by:

Working in close partnership with parents, alumni and the local community
Encouraging compassion and social responsibility in pupils
Engaging our pupils in environmentally-conscious attitudes and an appreciation of the natural world
Creating a sense of family and belonging through shared experiences and events across the Foundation

Annual Report of the Governors | Page 3

Activities

The financial year ending August 2023 saw the Foundation go from strength to strength as it continued to grow and develop. Key highlights were:

Initiatives for 2022/2023	Progress made
Develop the academic and co-curricular provision at all schools.	Reviews of curricula have taken place to ensure a consistent 3-18 academic journey for pupils. New timetable structures have been introduced at Mill Hill School and Belmont, Mill Hill Prep to facilitate better teaching and learning. A Forest School Nursery has been introduced at Grimsdell, Mill Hill Pre-Prep. A partnership agreement has been signed with Saracens to develop rugby and netball, alongside existing partnerships in football, cricket and hockey.
Integrate and develop the new schools that have joined the Foundation.	The co-ed Sixth Form at Cobham Hall welcomed its first boys to the school. Keble Prep successfully moved to co-ed status and has now welcomed its first girls. All three new schools are well integrated into the Foundation, benefiting from extensive sharing of resources and mutual support.
Develop an Estates Master Plan for Mill Hill School	The plan has been further developed after consultation with local planners.
Planning for an all-weather pitch for Belmont, Mill Hill Prep	The rejection of planning permission by the local authority was upheld on appeal, but with support for a number of aspects of the application. An amended application is now planned.
Implement an IT strategy for all schools	Significant progress has been made in both IT infrastructure and operational support, under a Foundation Head of IT. Significant investment has been made in classroom and back ofice resources, including enhanced IT security.
Add suitable new schools into the Foundation	After Lyonsdown School and Keble Prep were
	added into the Foundation through charity
	mergers in March 2022, St Joseph’s In the
	Park School was added in October 2023. The
	Foundation continues to consider suitable high
	quality schools that would benefit from joining
	the Foundation.

The Foundation’s objectives are centred on an unrelenting focus upon the welfare of the pupils in our care, with an ongoing ambition to continually raise standards across all areas of school life. One consequence of this approach is a growing pupil roll and high demand for places. Total pupil numbers across all schools were just short of 2,200 for the year, with further growth anticipated in the following year. As part of a long-term trend, the boy/girl split at the Foundation moved closer to parity, at 52%/48% versus 53%/47% in the previous year.

Annual Report of the Governors | Page 4

There is growing pupil roll and HIGH demand for places ACROSS ALL foundation schools.

2,200 PUPILS ATTENDED A FOUNDATION SCHOOL FROM 2022/23.

52:48 BOY:GIRL SPLIT AT THE FOUNDATION. IT IS PART OF A LONG-TERM TREND TOWARD PARITY OF NUMBERS FOR BOYS AND GIRLS.

Key highlights of our activities in 22/23 include:

1. Academic Achievements

The external exams of 2023 were a return to pre-pandemic norms, with the exams regulator signposting a return to 2019 result levels, after a high degree of national grade inflation in recent years. As such, there was a degree of apprehension about the exams outcomes in 2023, and also about how universities would cope fairly with mixed cohorts, but any apprehension was ultimately misplaced in what were very good results for the Foundation in 2023.

The excellent A Level results, together with very good support in guiding university course choices, resulted in a very high success rate in first choice universities, despite the uncertainty around university allocations nationally. Places were obtained at a wide range of universities in the UK (including Oxbridge), USA and elsewhere in the world.

The results at GCSE and A Level were an excellent reflection of the hard work of staff and pupils:

GCSE/iGCSE Results 2023

GCSE/iGCSE Results 2023
	9 - 7%	9 - 4%
Mill Hill School	58	98
Cobham Hall	43	100
Mill Hill International	52	95
National Average	22	68

A Level Results 2023

A Level Results 2023
	A - A % *	A - B % *	*A E %**
Mill Hill School	38	67	98
Cobham Hall	24	46	100
National Average	27	53	97

The relatively small number of pupils in each year group at Cobham Hall compared to Mill Hill School means that aggregate results are more variable, and affected by the results of one or two pupils.

These are outstanding results for schools that are selective, without being aggressively so, and where the benefits of a broader education are emphasized. All of the schools GCSE results were significantly above the National Average.

Annual Report of the Governors | Page 6

2. Widening Access

The Foundation actively promotes its public benefit profile locally and nationally. The Governors are committed to widening access by welcoming pupils from diverse ethnic, cultural, religious, socio-economic and nontraditional backgrounds and to provide bursaries, up to and including 100% fee remission, to assist those children who cannot be funded by their parents, families, guardians or other charitable sources.

Bursaries are subject to annual review and are means tested. During the 12-month period to August 2023, bursary assistance totalling £ 1,328k (August 2022 - £1,211k) was awarded to 75 pupils (August 2022 – 82 pupils). Scholarship awards have historically been awarded as percentage of fees of up to 10% and may be supplemented by a means-tested bursary where further financial assistance is justified. During the year, Scholarships totalling £895k (August 2022 -£769k) were awarded to 397 pupils (August 2022 -338). 22 pupils (August 2022 – 26 pupils) were awarded a combination of scholarship and bursary assistance. During the period, the Foundation provided 100% fee remission to 40 pupils (August 2022 - 30).

The ability of the Foundation to offer wider access through financial support is reliant upon the ongoing generosity of a number of Old Millhillians, Old Belmontians and current/ former parents.

In the last financial year until August 2023, the Development Office oversaw total donations of £350k (August 2022 - £506k), including legacies. As the pandemic has reduced in impact, it has been a pleasure to re-establish the regular networking events that provide ongoing benefits to Old Millhillians. The Development Office continues to value the relationships maintained by the Old Millhillian Club, and all pupils are now automatically members of this thriving community when they leave Mill Hill School.

In the twelve-month period to August 2023, total fee assistance from all sources, including external funding, was £2,717 k (August 2022 - £2,609k). This represented 5.3% (August 2022 – 5.9%) of Gross Fee income and included some ongoing Hardship Assistance for families that continued to be impacted negatively by the pandemic.

~~“~~ “The Governors are committed to widening access by welcoming pupils from diverse ethnic, cultural, religious, socio-economic and non- traditional backgrounds”

Annual Report of the Governors | Page 7

Structure, Governance and Management of the Foundation

The Foundation is a company limited by guarantee, number 3404450, and a registered Charity, number 1064758. The Foundation’s governing document is its Articles of Association. It comprises seven schools:

Mill Hill School, founded in 1807 for pupils aged 13-18, day and boarding
Belmont, Mill Hill Prep, founded in 1912, for pupils aged 7-13, day only
Grimsdell, Mill Hill Pre-Prep, founded in 1995, for pupils aged 3-7, day only; and
Mill Hill International, founded in 2015, for pupils aged 13-17, day and boarding
Cobham Hall, founded 1962 for girls aged 11-18, day and boarding
Keble Prep founded 1929 for boys aged 4-13, day only, which joined the Foundation on 1st April 2022
Lyonsdown School founded 1906 for girls aged 4-11, day only, which joined the Foundation on 1st April 2022

The Governors of the Foundation, as Directors of the Company, are also the Charity’s Trustees. Governors who served during the period 1 September 2022 to the date when the Accounts were signed are shown on page 1.

In support of its charitable objectives, the Foundation operates Mill Hill School Enterprises as a wholly owned subsidiary with its own separate Boards of Directors. Mill Hill School Enterprises was incorporated on 11 January 1983, number 1690525, and is a company limited by guarantee. Cobham Hall Enterprises had not traded during the year and was put into liquidation. The accounts of Mill Hill School Enterprise are consolidated into the financial statements of the Foundation.

In October 2023, post year end, St Jospeh’s in the Park joined the Foundation as part of a charity merger. A charity merger is a nil-cost arrangement where the assets and liabilities of the two schools transferred to the Foundation, and all the existing employees transferred over under their existing terms and conditions. St Joseph’s in the Park will remain a co-ed prep school, based in Hertingfordbury. There are a number of benefits to the new and existing schools from the new arrangements. Expertise can be shared and standards raised through mutual support, and the new schools benefit from some of the central services of the Foundation.

~~“~~ “In October 2023, post year end, St Jospeh’s in the Park joined the Foundation as part of a charity merger.”

Annual Report of the Governors | Page 8

Trust Funds

The following Trust Funds are separately registered charities:

Mill Hill School Scholarship and Bursaries Trust Charity number 1042028
Mill Hill School University Entrance Scholarship Trust Charity number 1042031
Mill Hill School Prizes Trust Charity number 1042030

The Trust Funds provide bursaries, financial assistance and prizes to the Foundation’s pupils and former pupils. The total of such payments for 12-month period to August 2023 was £75k (2022 - £41k). The Accounts of the Trust Funds are consolidated into the financial statements of the Foundation.

Charitable Aims and Objectives

In shaping our objectives for the year and planning our activities, the trustees have considered the Charity Commission guidance on public benefit, including the guidance “public benefit: running a charity (PB2)”.

The trustees are mindful of the Foundations commitment to provide public benefit and have given due consideration to the requirement of the Charities Act 2011 and guidance produced by the Charity Commission.

In addition the Foundation consoldiates two additional Trust Funds as the Foundation has effective control of these Trust Funds, both are separately registered charities:

The Ousey Scholarship Trust Charity number 1035224
Sir Richard Winfrey Memorial Scholarship Trust Charity number 1019611

The Ousey and Winfrey Trust funds provide bursaries to the Foundations pupils, the total of such awards for 12-month period to August 2023 was £0k (2022 - £0k).

In order to simplify the administration of the trust funds above a new Charitable Incorporated Organisation (CIO), The Mill Hill Schools Trust, was established during the year receiving full Charity Commission approval in October 2023.

Annual Report of the Governors | Page 9

Governance and Management of the Foundation

Statement of Governors’ Responsibilities

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

Company law requires the Governors 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 incoming resources and application of resources, including the income and expenditure, of the charitable company for that period. In preparing these financial statements, the Governors are required to:

Select suitable accounting policies and then apply them consistently
Observe the methods and principles in the Charities SORP

Governors (other than Governors appointed to fill casual vacancies) are elected at the Annual Meeting of Life Guardians. Life Guardians duties are set out in the Foundation’s Articles of Association. Membership of the Life Guardians is open to all former pupils of Mill Hill School.

The Court of Governors meets at least four times a year and determines the general policies, strategic direction of the Foundation and evaluates the risk register. The Court is supported by sub committees, who meet regularly and report to the Court of Governors.

The day-to-day management of the Foundation is delegated to the CEO and his senior leadership team, comprising of the seven Heads of the schools, the Director of Finance and Resources and the Director of Operations.

A scheme of delegation formalises the responsibilities between Governors, Committees, and the Executives.

Make judgements and estimates that are reasonable and prudent
State whether applicable UK Accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements
Prepare the financial statements on the going concern basis unless it is inappropriate to presume that the charitable company will continue in business

The Governors are responsible for keeping proper accounting records that disclose with reasonable accuracy at any time of 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.

Annual Report of the Governors | Page 10

All Governors give their time freely and no remuneration was paid during the year. Reasonable travelling and associated expenses were paid in accordance with the Foundation’s Governor Expenses Policy, these are shown in note 10 to the Accounts, related party transactions are shown in note 23. Professional indemnity and liability insurance is in place for Governors.

The Court of Governors requires considerable breadth and depth of experience to carry out its duties effectively and efficiently. The Governance Committee review the skill set of the Court of Governors and endeavour to recruit the required skills at the appropriate time. The Court of Governors seeks to have an appropriate balance of gender, age and ethnicity. Governor appointments are in accordance with the Foundation’s Articles of Association.

S172 of the Companies Act

During the year the Directors have acted in good faith with the aim of promoting the success of the Foundation and of its members of a whole by having regard to:

the likely consequences of any decision in the long term
the interests of the Foundations employees
• the need to foster the Foundations business relationships with suppliers, customers and others
the impact of the Foundations operations on the community and the environment
the desirability of the Foundation maintaining a reputation for high standards of business conduct, and
the need to act fairly as between members of the Foundation

Auditors awareness statement.

So far as we are aware:

The Foundation provides an induction process for each new Governor covering the Foundation’s governance structure, the Governor’s role as a trustee and other issues which affect the Foundation. The Foundation is a member if the Association of Governing Bodies of Independent schools (AGBIS) and Governors are encouraged to attend the conferences and seminars they offer or other relevant external sessions for Governor and trustee development.

There is no relevant audit information of which the charitable company’s auditor is unaware; and
The Governors have taken all steps that they ought to have taken to make themselves aware of any relevant audit information and to establish that the auditor is aware of that information.

Annual Report of the Governors | Page 11

Sub-Committees of the Court of Governors

The Court of Governors, through its sub committees, exercises governance and control of the Foundation and schools. The Court of Governors review annually the Terms of References and membership of each committee.

Standing Committee	Composition - Voting Members	Composition – Non-Voting Members	In Attendance	Number of Meetings 1 September 2022 - 31 August 2023
Academic	Governors	CEO DFR Heads*	Various academic staff as required	6
Estates	Governors	CEO DFR DO Heads*		4
Finance	Governors	CEO DFR DO Heads*		5
Pastoral	Governors	CEO DO Heads*	Director of Safeguarding when required	4
Governance	Governors	CEO DFR	Chair and Vice Chair of the Life Guardians once a year	4
Strategy	Governors	CEO DFR DO Heads*		3
Trustees	Governors	CEO DFR	Finance Manager	1

*The Heads of Mill Hill School, Belmont Mill Hill Prep, Grimsdell Mill Hill Pre-Prep, Cobham Hall, Mill Hill International, Keble Prep and Lyonsdown School.

Annual Report of the Governors | Page 12

Supplier Relationships

We value all of our suppliers, fostering long term, mutually beneficial relationships with those critical to the school’s success. Suppliers are generally paid on 30-day terms. Key procurement decisions are presented to the Governors by the Executive Team prior to final decisions being made. The Court of Governors reviews the procurement policy periodically to ensure the school continues to receive the best value for money.

Continued initiatives for 2023/2024 include:

David Benson appointed as new Head of Mill Hill School, from 1 November 2023
Continued development of a Campus Master Plan in accordance with the Foundation’s Strategy
Planning for a floodlit all-weather pitch for Belmont, Mill Hill Prep
Continued refurbishment of areas of the Foundation
Footpath relocation to support physical security issues and public access
Improve academic outcomes

Annual Report of the Governors | Page 13

Equality Diversity & Inclusion

The Foundation complies with the Equality Act 2010 and is committed to providing equality diversity and inclusion in employment. The Foundation’s policies seek to avoid unlawful discrimination in all aspects of employment including recruitment, promotion, opportunities for training, pay and benefits, discipline and selection for redundancy.

The Governors have engaged with employees regarding employee interest and key decision through regular staff written communications and termly employee listening meetings.

Environmental Impact

The Foundation recognises the importance of environmental and climate risks and is committed to reducing where possible the impact of our operations and minimising our environmental impact. The Foundation continues with its maintenance and upgrade program to be as energy efficient as possible, this includes

Replacing outdated inefficient light fittings with more efficient LED lighting
Replacing outdated boiler plant with more efficient boilers, pipe lagging has been added along with further insulation to buildings
replacement windows have been replaced with double glazed units
a pump replacement programme
continuation of the tree management programme

During the previous year Cobham Hall upgraded the old inefficient boiler system with a biomass boiler which will significantly reduce the Foundations carbon impact.

During the year ending August 2023 the Mill Hill based schools used 1,990 MWh of electricity and 6,007 MWh of Gas. This resulted in associated Scope 1 and Scope 2 greenhouse gas emissions of 1,501 tCO2e.

Annual Report of the Governors | Page 14

Financial Review

The financial health of the Foundation remains strong. The results for the financial year to 31 August 2023 have no exceptional items, 2022 includes an exceptional item reflecting the mergers with Keble Prep and Lyonsdown School with a fair value of £3,417k and £4,364k respectively (see note 28). The regular operational activities of the Foundation for the period to 31st August 2023 include income of £53,604k (2022 £45,755k). Net income excluding the exceptional items, trust funds and trading income was £955k (2022 £893k).

include income of £53,604k (2022 £45,755k). Net income excluding the exceptional items, trust funds and trading income was £955k (2022 £893k).	include income of £53,604k (2022 £45,755k). Net income excluding the exceptional items, trust	include income of £53,604k (2022 £45,755k). Net income excluding the exceptional items, trust
	2023	2022
	£'000	£′000
Income per SOFA	53,687	53,586
Income from Trust Funds & Trading Activities	-	-
Ousey & Winfrey Trust
Incoming resources for the Foundation	53,687	53,586
Exceptional Item - Keble & Lyonsdown valuation		7,781
Incoming resources excluding exceptional items	53,687	45,805

Surplus per SOFA	955	8,674
Exceptional income from Trust Funds & Trading Activities
	955	8,674
Exceptional Item - merger revaluation		7,781
Net income excluding exceptional items, trust funds & trading	955	893

Capital expenditure during the year was £5,400k (2022 - £3,272k).

Mill Hill School Enterprises (including Cobham Hall Enterprises) made a gain of £531k for 12-month period to 31 August 2023, (2022 £418k).

As outlined in notes 8 and 9, the total staff related cost of the Foundation for the 12-month period to 31 August 2023 was £35,288k (2022 – £31,341k). The total staff cost includes teaching salary costs of £26,558k (2022 - £23,592k). The increase in staff cost was as a result of, pay increment for all staff arising from the annual pay review, pay progression and the inclusion of staff costs for the 2 new schools for a full year 2022 include only from date of the mergers.

Annual Report of the Governors | Page 15

Remuneration Policy

Remuneration is covered by the Finance Committee and is delegated by the Court of Governors to determine on its behalf the pay and remuneration of the Executives (including the CEO, Heads, DFR and DO) and their Senior Management Teams. The Committee considers a number of additional factors including an individual’s contribution to the activities of the Foundation as a whole, affordability and remuneration offered by charities of a similar activity, size and complexity

The aims of the Remuneration Policy are to ensure:

compliance with the Foundation ’s charitable purposes and the requirements of FRS 102
all employees of the Foundation are treated fairly and pay decisions are free from discrimination
the London Living Wage is paid to all Foundation employees, at least the minimum wage is paid to casual workers under the age of 21 years

Key Performance Indicators

The Foundation assesses its success in the implementation and pursuit of its Charity strategy by the following key performance indicators:

pupil numbers in the schools
the academic results
the achievements of its pupils in all areas of educational development including sport, music and drama

The financial performance indicators include:

pupil numbers
net fees
total income
total expenditure
and education and Foundation surpluses

The Foundation continues to develop KPIs and measurements of performance to help Governors understand how the Foundation and its schools as a whole are performing, the direction of travel and if the objectives outlined in the strategy are being met.

the remuneration provided by the Foundation to its employees is balanced between paying its employees fairly and competitively in order to attract and retain the best people for the Foundation and the duty to ensure value for money through the careful management of charity funds
the Foundation manages its budget to effectively deliver its strategic development plans

~~“~~ “The Foundation manages its budget to effectively deliver its strategic development plans.”

Annual Report of the Governors | Page 16

Reserves, Financial Resources and Liquidity

As stated in Note 20 of the accounts, the funds of the Foundation are split between those available for day-to-day requirements of the Foundation, namely the Unrestricted Fund £36,499k (2022 - £35,673k) , those which are restricted of £19,611k (2022 - £19,453k) and the Permanent Endowment Fund £2,906k (2022 - £2,935k). Included in this balance is a Pension Provision for the year of £80k (2022 - £80k, see Note 11).

The Reserves Policy is to maintain financial resources sufficient to meet the Foundation’s normal working capital requirements, as well as current and future capital expenditure obligations. These resources include a combination of:

the regular achievement, on an annual basis, of an acceptable level of positive internal generation of net operational cash flow, after operating expenses but to exclude a charge for depreciation:
the availability of borrowings under one or more medium to long-term unsecured committed loan credit facilities; and
to the extent feasible, the availability of further funds resulting from fundraising activities and initiatives which result in donations and contributions to the Foundation, in support of its educational objectives

Investment Policy

The Governors’ current policy is to invest any surplus working capital funds in interest bearing deposits with a number of financial institutions, while maintaining sufficient financial resources to meet its normal operating and capital expenditure commitments. The Foundation Trusts hold equity income shares in the Charities Official Investment Fund (“COIF”). The Court of Governors consider COIF to be a most suitable investment vehicle for Foundation because of its investment philosophy and ethical investment policy, its broad range of funds providing diversification of risk, and its exclusivity to Charity, faith and local authority clients. The Ousey and Winfrey Trusts hold portfolio of shares and COIF income shares.

Annual Report of the Governors | Page 17

Risk Management

The Governors regularly assess political, financial and economic situations, the regulatory and legal framework, changes in social attitudes, and pupil and employee welfare in undertaking periodic reviews of the systems and procedures which are in place to manage risks. These are incorporated in the Foundation’s “Risk Register” covering all entities within the Foundation. The management of risk is a routine part of the day-to-day operation and activities of the Foundation. The Executives regularly report to the Court of Governors both directly and through the relevant sub-committee on all matters concerning risk management, in particular risks arising from Health and Safety. As an independent fee-charging provider of education, whose pupil recruitment is both national and international, the Foundation is mindful of overall national and international economic conditions and recognises their potential impact on the Charity.

Appropriate procedures are in place to assess, and address identified risks. Health and Safety matters are co- ordinated through the Foundation Health and Safety Committee which reports to the Estates Committee. In addition, risk management controls relate to the areas of strategic planning, IT, Cyber security, budget and management accounting, formal written policies, financial authorisation and approval procedures, and safeguarding procedures for the protection of children. The Foundation’s policies in the academic, pastoral and extra-curricular areas for each of the schools are subject to periodic review. The Governors recognise that systems cannot provide absolute assurance that all possible risks have been identified and managed but strive to ensure strategies, systems and plans are in place to mitigate these risks where possible to do so.

Key risks identified include –

----- Start of picture text -----
Number Risk Mitigation
1 Unviable financial model due to Due to the external nature of this risk, there are
external factors such as energy few actions that the foundation can undertake to
prices or Government actions reduce the likelihood of it occurring
The Foundation focuses on cash management &
financial forecasting and its reserves
The foundation continues to monitor Government
proposed policy and external factors
2 Data security and cyber security The Foundation puts in place controls to support
threats data and cyber security
Security measures are in place and are continually
reviewed to manage the IT networks
Staff training is regularly undertaken to increase
staff awareness
3 Increasingly onerous regulatory Relevant staff attend regular updates
and legislative requirements
Membership of various industry bodies including
HMC, IAPS, IBSA and AGBIS
4 Recruitment and retention of Staff are paid competitive salaries, with training
high caliber staff and development opportunities. The Foundation
is a London Living wage employer.
5 Reputation damage to the Academic and pastoral development plans in
Foundation from academic place
results, pastoral support, historic
Broad range of Governors, self-assessment of
issue, governance, fraud
board. IT and financial
----- End of picture text -----

Annual Report of the Governors | Page 18

Auditors

In accordance with Section 487(2) of the Companies Act, a resolution proposing the appointment of the Auditors will be put to the Court of Governors.

Approved by the Court of Governors on 9 December 2023.

…………........................................……..................

and signed on its behalf by, Mr Elliot Lipton, BSc (Hons), MBA, FRSA, FRICS, Chair of the Court of Governors.

Annual Report of the Governors | Page 19

Independent Auditor’s Report to the Members of The Mill Hill School Foundation

Opinion

We have audited the financial statements of The Mill Hill School Foundation (the ‘parent charitable company’) and its subsidiaries (the ’group’) for the year ended 31 August 2023 which comprise of the Group Statement of Financial Activities, the Group Summary Income and Expenditure Account, the Group and Parent Charitable Company Balance Sheets, the Group Cash Flow Statement and notes to the financial statements, including 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:

give a true and fair view of the state of the group’s and the parent charitable company’s affairs as at 31 August 2023 and of the group’s incoming resources and application of resources, including its income and expenditure, for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.

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.

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 group’s and parent 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.

Annual Report of the Governors | Page 20

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 trustees are responsible for the other information contained in 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 there is 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:

the information given in the strategic report and the trustees’ annual report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the strategic report and the trustees’ annual report have been prepared in accordance with applicable legal requirements.

Matters on Which we are

Required to Report by Exception

In the light of the knowledge and understanding of the group and parent charitable company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the trustees’ annual report.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

the parent charitable company has not kept adequate and sufficient accounting records, or returns adequate for our audit have not been received from branches not visited by us; or
the parent charitable company’s financial statements are not in agreement with the accounting records and returns; or
certain disclosures of trustees’ remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.

Responsibilities of Trustees

As explained more fully in the trustees’ responsibilities statement, 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.

In preparing the financial statements, the trustees are responsible for assessing the group and parent 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 group or parent charitable company or to cease operations, or have no realistic alternative but to do so.

Annual Report of the Governors | Page 21

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 aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with ISAs (UK) we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purposes of expressing an opinion on the effectiveness of the group and parent charitable company’s internal control.
Conclude on the appropriateness of the trustees’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the group and parent charitable company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the group or parent charitable company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit report.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the trustees.

Annual Report of the Governors | Page 22

Explanation as to what Extent the Audit was Considered Capable of Detecting Irregularities, Including Fraud

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.

The objectives of our audit in respect of fraud, are; to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses to those assessed risks; and to respond appropriately to instances of fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both management and those charged with governance of the charitable company.

Our approach was as follows:

We obtained an understanding of the legal and regulatory requirements applicable to the charitable company and considered that the most significant are the Companies Act 2006, the Charities Act 2011, the Charity SORP, and UK financial reporting standards as issued by the Financial Reporting Council
We obtained an understanding of how the charitable company complies with these requirements by discussions with management and those charged with governance.
We assessed the risk of material misstatement of the financial statements, including the risk of material misstatement due to fraud and how it might occur, by holding discussions with management and those charged with governance.
We inquired of management and those charged with governance as to any known instances of non-compliance or suspected non-compliance with laws and regulations.
Based on this understanding, we designed specific appropriate audit procedures to identify instances of non-compliance with laws and regulations. This included making enquiries of management and those charged with governance and obtaining additional corroborative evidence as required.

There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of noncompliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

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 which 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 any party other than the charitable company and charitable company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

Shivani Kothari (Senior Statutory Auditor)

for and on behalf of Moore Kingston Smith LLP, Statutory Auditor

9 Appold Street London EC2A 2AP

Date: 15 January 2024

Annual Report of the Governors | Page 23

The Mill Hill School Foundation

STATEMENT OF FINANCIAL ACTIVITIES (including the income and expenditure statement) for the year ended 31 August 2023

Unrestricted funds £000s 48,592 3,638 1,147 84 - -	Designated funds £000s - - - - 3 -	Restricted funds £000s (207) - - 83 347 -	Endowment fund £000s - - - - - -	Total 2023 £000s 48,385 3,638 1,147 167 350 -	Total 2022 £000s 41,758 2,517 904 120 506 7,781
53,461	3	223	-	53,687	53,586
45 400 571 51,564	- - - -	- - - 109	- - - -	45 400 571 51,673	41 346 395 44,053
52,579	-	109	-	52,688	44,835
882 27	3 -	316 114 (42)	- (29)	999 (44)	8,751 (77)
909 87	3 -	72 (87)	(29) -	955 -	8,674 -
996 33,564	3 2,109	(15) 19,453	(29) 2,935	955 58,061	8,674 49,387
34,560	2,112	19,438	2,906	59,016	58,061

The statement of financial activities includes all gains and losses in the year and therefore a statement of total recognised gains and losses has not been prepared.

All of the above amounts relate to continuing activities.

The accompanying notes form part of these financial statements.

Page 24

The Mill Hill School Foundation BALANCE SHEET

as at 31 August 2023

	Notes	2023	2022	2023	2022
		Group	Group	Foundation	Foundation
		£000s	£000s	£000s	£000s
FIXED ASSETS
Tangible assets	13	76,045	73,161	76,045	73,161
Investments	14	2,855	3,120	-	194
		78,900	76,281	76,045	73,355
CURRENT ASSETS
Stocks	15	85	91	85	91
Debtors	16	1,058	758	843	560
Cash at bank and in hand		7,354	8,437	6,597	7,742
		8,497	9,286	7,525	8,393
CREDITORS: Amounts falling due within one year	17	(15,026)	(13,866)	(14,935)	(13,693)
NET CURRENT ASSETS/(LIABILITIES)		(6,529)	(4,580)	(7,410)	(5,300)
TOTAL ASSETS LESS CURRENT LIABILITIES		72,371	71,701	68,636	68,055
CREDITORS:Amounts falling due after more than	18
one year		(13,275)	(13,560)	(13,275)	(13,560)
Provisions for liabilities and charges	11	(80)	(80)	(80)	(80)
NET ASSETS		59,016	58,061	55,281	54,415
FUNDS
Restricted funds	20	19,438	19,453	19,199	19,227
Unrestricted funds – general	20	36,672	35,673	36,082	35,188
Endowment fund	20	2,906	2,935	-	-
		59,016	58,061	55,281	54,415

The Foundation has taken the exemption under Companies Act 2006 s.408 to omit its profit and loss account from the statutory group accounts. The Net Income during the year ended 31 August 2023 was £955k (2022: £8,674k). Excluding the exceptional expenditure item in the prior year the Net Income was £955k (2022: £893k)

Approved and authorised for issue by the Court of Governors on 9 December 2023 and signed on their behalf by:

Elliot Lipton Chair of the Court of Governors

The accompanying notes form part of these financial statements. Company Number: 3404450

Page 25

The Mill Hill School Foundation

CASHFLOW STATEMENT

for the year ended 31 August 2023

CASH FLOW STATEMENT Notes Net cash inflow from operating activities 27 Cash flows from investing activities: Bank interest received Dividends received Interest element of finance lease rental payments Payments to acquire fixed assets Net cash outflow from investing activities Financing: Loans received Loans repaid Net cash outflow from financing activities Increase/(decrease) in cash beginning of the reporting period end of the reporting period Cash and cash equivalents at the Cash and cash equivalents at the	2023 £000s 5,431 84 83 (531) (5,400)	2022 £000s 4,650 17 103 (353) (3,272)
	(5,764)	(3,505)
	- (749)	- (5,355)
	(749)	(5,355)
	(1,082) 8,437	(4,210) 12,647
	7,355	8,437

Page 26

The Mill Hill School Foundation ACCOUNTING POLICIES for the year ended 31 August 2023

1 ACCOUNTING POLICIES

The Mill Hill School Foundation is a charitable company limited by guarantee with registered number 3404450, incorporated and domiciled in England and Wales. Its registered office is Walker House, Millers Close, The Ridgeway, Mill Hill, NW7 1AQ.

1.1 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). The Charitable Company is a public benefit entity for the purposes of FRS 102 and therefore the Charity also prepared its financial statements in accordance with the Statement of Recommended Practice applicable to charities preparing their accounts in accordance with the Financial Reporting Standard applicable in the UK and Republic of Ireland (The FRS 102 Charities SORP), the Companies Act 2006 and the Charities Act 2011.

The financial statements are prepared in sterling, which is the functional currency of the charity. Monetary amounts in these financial statements are rounded to the nearest thousand pound.

These financial statements are prepared on the going concern basis, under the historical cost convention as modified by the revaluation of investments and in accordance with the Companies Act 2006 and applicable accounting standards in the United Kingdom. The principal accounting policies, which have been applied consistently throughout the year, are set out below.

Basis of consolidation

The Group comprise The Mill Hill School Foundation, Mill Hill School Enterprises and five separately registered charitable trusts linked to The Mill Hill School Foundation. The assets, liabilities and results of the wholly owned subsidiaries are consolidated into these financial statements. Summarised details of the subsidiary company are set out in Note 25. There are five separately registered charitable trusts linked to Mill Hill School, the assets, liabilities and results of these trusts are consolidated into these financial statements. Summarised details of the charitable trusts are as described in Note 24. All activities as per Consolidated Statement of Financial Activities (SOFA) relate to continuing operations.

Business combinations

Business combinations are accounted for using the acquisition method of accounting in accordance with the provisions set out within section 19 of FRS 102 of business combinations. Assets and liabilities received have been measured at their fair value net of any impairment losses. See note 28 for further details.

1.2 GOING CONCERN

The Governors have assessed whether the use of the going concern basis is appropriate and have considered possible events or conditions that might cast significant doubt on the ability of the charitable group to continue as a going concern. The governors have made this assessment for a period of at least one year from the date of approval of the financial statements. In particular the governors have considered the charitable group's forecasts and projections and have taken account of pressures on fee income, particularly in the light of the current economic situation. After making enquiries the governors have concluded that there is a reasonable expectation that the charitable group has adequate resources to continue in operational existence for the foreseeable future. Accordingly, the governors continue to prepare the financial statements on a going concern basis.

1.3 COMPANY LIMITED BY GUARANTEE

The charitable company is limited by guarantee to the extent of £1 each from the guarantors at the present time, being the Governors of The Foundation.

1.4 FEES RECEIVABLE 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, scholarships and other remissions granted by the Foundation.

1.5 DONATIONS AND FUND ACCOUNTING

Donations received for the general purposes of the school are included as unrestricted funds. Donations restricted by the wishes of the donor or the terms of an appeal are taken to restricted funds. Donations required to be retained as capital in accordance with the donor’s wishes are accounted for as endowments – permanent or expendable according to the nature of the restriction.

1.6 GRANT INCOME

Income from government or other grants is recognised when the charity has entitlement to the funds, any performance conditions attached to the grant have been met, it is probable the income will be received and the amount can be reliably measured.

1.7 EXPENDITURE

Expenditure is allocated to expense headings, which aggregate all costs relating to the category either on a direct cost basis, or apportioned according to time spent. The irrecoverable element of VAT is included with the item of expense to which it relates.

All costs associated with the provision of education are allocated to Charitable Expenditure. Costs of generating funds relates to finance interest, fundraising costs and costs associated with the trading subsidiaries.

Governance costs comprise the costs of running the Foundation, including strategic planning for its future development, external audit, and all other costs of complying with constitutional and statutory requirements.

Page 27

The Mill Hill School Foundation ACCOUNTING POLICIES for the year ended 31 August 2023

1.8 TEACHING COSTS

Supplies of games equipment, books, stationery and sundry materials are written off when the expenditure is incurred.

1.9 FIXED ASSETS AND DEPRECIATION

All fixed assets are held to provide an on-going economic benefit to the Foundation through their contribution, directly or indirectly, to the provisions of goods or services by the Foundation. Fixed assets are included in these financial statements at their original cost less depreciation and accumulated impairment losses provided to date, with the exception of land and buildings.

Land was previously depreciated within Freehold Property as they are not separable from freehold property due to the historic nature of the site and lack of specific valuation to enable a split to be determined between land and freehold property elements. The Mount School freehold land, included in the Accounts at a cost of £33,500 is not depreciated. The land and buildings are not depreciated due to regular maintenance and are subject to an annual impairment review. Whilst The Foundation acknowledges that there is wear and tear to the properties as they are in constant use, the investment that is being put back into the properties is considered to be more than enough to offset any wear and tear that would decrease the value of the buildings. At each reporting end date, the Foundation reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any).

Assets that are expected to have a useful economic life of less than two years and/or cost less than £1,000 are not capitalised and are written off in the year of purchase unless they form part of a larger project.

Depreciation is provided on all tangible fixed assets, other than freehold land and buildings, at rates calculated to write off the costs less
estimated residual value of each asset, by equal annual instalments, over their expected useful lives which are considered to be:
Land and Freehold property -not depreciated
Furniture and equipment - 3.3% - 33.3% p.a
Fixtures and fittings - 3.3% - 33.3% p.a
Vehicles -20% p.a.

The cost of the freehold property does not include any capitalised interest on borrowing costs relating to specific projects as The Foundation chooses not to capitalise this. The Foundation has introduced a rolling policy of fixed assets verification. Necessary adjustments to the fixed asset values and depreciation charges have been carried out when any fixed asset has been disposed of, either during its expected useful life or after it has been fully depreciated. All assets of The Foundation are held for charitable use with the exception of those held by Mill Hill School Enterprises.

1.10 STOCKS

Stocks are stated at the lower of cost or net realisable value.

1.11 PENSIONS

Full-time and part-time teaching staff employed under a contract of service are eligible to contribute to the Teachers’ Pension Scheme (TPS). The TPS, a statutory, contributory, final salary scheme is administered by Capita Teachers’ Pensions on behalf of the Department for Education and Skills.

Costs include normal and supplementary contributions. The regular cost is the normal contribution, expressed as a percentage of salary of a teacher newly entering service, which would defray the cost of benefits payable in respect of that service. Variations from the regular pension cost are met by a supplementary contribution. This occurs if, as a result of the actuarial investigation, it is found that the accumulated liabilities for benefits to past and present teachers are not fully covered by normal contributions to be paid in the future and by the fund built up from past contributions. The normal and supplementary contributions are charged to the income and expenditure account in the year.

The Foundation also pays contributions into a Group Personal Pension Scheme for Support staff. The Scheme is a defined contribution pension scheme. The assets of the Scheme are held separately from those of the School in an independently administered fund. The Pension Scheme charge represents contributions payable by the school in accordance with the rules of the Scheme.

The Foundation also pays contributions into a defined benefit pension scheme for teaching staff on the basis of contribution rates recommended by the Teachers Pensions Agency. As described in Note 11, this scheme is accounted for as a defined contribution scheme, using the exemption permitted in IAS 19 for multi-employer schemes.

1.12 LEASES AND HIRE PURCHASE CONTRACTS

Where assets are financed by finance leases and hire purchase agreements the assets are included in the Balance Sheet at cost less depreciation in accordance with the school’s normal accounting policy. The present value of future rentals is shown as a liability. The interest element of rental obligations is charged to the Statement of Financial Activities over the period of the lease in proportion to the balance of capital payments outstanding.

Rentals paid under operating leases are charged to the Statement of Financial Activities evenly over the period of the lease.

1.13 INVESTMENTS

Investments are valued in the balance sheet at their mid-market value at the balance sheet date. Investment management costs are accounted for as incidental costs of the acquisition or disposal where transaction-based, while investment income management costs are charged as expenditure out of the relevant income funds. The SOFA includes realised and unrealised gains and losses arising from the revaluation of the investments in the year.

1.14 CASH AND CASH EQUIVALENTS

Cash and cash equivalents include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less.

Page 28

The Mill Hill School Foundation

ACCOUNTING POLICIES for the year ended 31 August 2023

1.15 FINANCIAL INSTRUMENTS

The Foundation has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments. Financial instruments are recognised in the Foundation's balance sheet when the Foundation becomes party to the contractual provisions of the instrument. Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

1.16 ADVANCED FEE PAYMENT SCHEME

The Advanced Fee Payment Scheme commenced in the Autumn Term 2006. Under the Scheme parents enter into a contract to pay The Foundation a minimum of 4 Terms and a maximum of 42 Terms (14 years) tuition fees in advance. The discounts given with the Advanced Fee Payment Scheme are recognised on the Balance Sheet and will be written off over the life of the relevant advance payment. A portion of the Advanced Fee Payment may be returned under specific conditions (see note 18 for detail).

1.17 TAXATION

The Foundation is a registered charity and is exempt from taxation as afforded by Section 505 ICTA 2010.

1.18 EMPLOYEE BENEFITS

The costs of short-term employee benefits are recognised as a liability and an expense. The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received. Termination benefits are recognised immediately as an expense when The Foundation is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.19 FUNDS

The Foundation maintains four types of fund:

Restricted: where the purpose for which the funds may be used have been restricted by donors.
Unrestricted: where funds are for the use of the Governors for the general purposes of The Foundation.
Endowed: an endowment fund to generate income for the three Trust Funds; the incoming resources from endowment funds are restricted.
Designated: funds which have been allocated for a specific purpose by the Court of Governors. See note 20 for details of in-year movements of funds.

2 KEY ESTIMATES & JUDGEMENTS

In the application of the Foundation's accounting policies, the Governors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an on-going 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 affects both current and future periods.

In the opinion of the Governors, the estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are outlined below.

Critical judgements

Useful economic lives

The annual depreciation charge for property, plant and equipment is sensitive to changes in the estimated useful economic lives and residual values of the assets. The useful economic lives and residual values are re-assessed annually. They are amended when necessary to reflect current estimates, based on technological advancement, future investments, economic utilisation and the physical condition of the assets. The trustees consider that investment in the properties is sufficient to offset any wear and tear that would decrease the value of the buildings. This policy will be reviewed each year and if there are indications that depreciation will no longer be immaterial or if there are any indications of impairments the policy will be changed. See note 13 for the carrying amount of the property, plant and equipment and note 1.9 for the useful economic lives for each class of asset.

Recoverable value of fee debtors

The Foundation makes an estimate of the recoverable value of trade and other debtors. When assessing impairment of trade and other debtors, management considers factors including the current credit rating of the debtor, the ageing profile of debtors and historical experience. See note 16 for the net carrying amount of the debtors and associated impairment provision.

Provisions have been made for property contracts, dilapidations, restructuring, post-employment benefits and customer redress. These provisions are estimates and the actual costs and timing of future cash flows are dependent on future events. The difference between expectations and the actual future liability will be accounted for in the period when such determination is made.

In preparing financial statements it is necessary to make certain judgements, estimates and assumptions that affect the amounts recognised in the financial statements. The following judgements and estimates are considered by the trustees to have most significant effect on amounts recognised in the financial statements.

Fair value of the acquired schools

The Foundation used independent valuers to value the freehold buildings of the acquired schools. The valuations are based upon key assumptions of estimated value in use. In determining the fair value the valuers make reference to market evidence.

Investment property

The Foundation uses the valuation performed by its independent valuers as the fair value of its investment properties. The valuation is based upon the key assumptions of estimated rental values and market based yields. In determining fair value the valuers make reference to market evidence and recent transaction prices for similar properties.

Page 29

The Mill Hill School Foundation

ACCOUNTING POLICIES

for the year ended 31 August 2023

3 FEE INCOME

FEE INCOME
The School’s activities are carried out within the UK. The school's fee income comprised: Gross fees Less: Discounts Less: Scholarships and bursaries	2023 £000s 51,060 (426) (2,249)	2022 £000s 44,367 (501) (2,108)
	48,385	41,758

Included within scholarships and bursaries is an amount of £249k (2022: £265k) which relates to restricted bursaries.

4 OTHER EDUCATIONAL INCOME

Extras and disbursements Registration fees Fees in lieu of notice School trips Other income 5 OTHER TRADING INCOME Rent and lettings Profit/(loss) on disposal of assets Enterprise company 6 INVESTMENT INCOME Interest receivable Dividend income 7 DONATIONS AND GRANTS Unrestricted Designated Restricted Endowment £000s £000s £000s £000s Donations and gifts - 3 347 - Donations and grants - 3 347 - Total - 3 347 - Included within the above is an amount of £50k (2022: £103k) which relates to restricted income.	Extras and disbursements Registration fees Fees in lieu of notice School trips Other income 5 OTHER TRADING INCOME Rent and lettings Profit/(loss) on disposal of assets Enterprise company 6 INVESTMENT INCOME Interest receivable Dividend income 7 DONATIONS AND GRANTS Unrestricted Designated Restricted Endowment £000s £000s £000s £000s Donations and gifts - 3 347 - Donations and grants - 3 347 - Total - 3 347 - Included within the above is an amount of £50k (2022: £103k) which relates to restricted income.	Extras and disbursements Registration fees Fees in lieu of notice School trips Other income 5 OTHER TRADING INCOME Rent and lettings Profit/(loss) on disposal of assets Enterprise company 6 INVESTMENT INCOME Interest receivable Dividend income 7 DONATIONS AND GRANTS Unrestricted Designated Restricted Endowment £000s £000s £000s £000s Donations and gifts - 3 347 - Donations and grants - 3 347 - Total - 3 347 - Included within the above is an amount of £50k (2022: £103k) which relates to restricted income.	Extras and disbursements Registration fees Fees in lieu of notice School trips Other income 5 OTHER TRADING INCOME Rent and lettings Profit/(loss) on disposal of assets Enterprise company 6 INVESTMENT INCOME Interest receivable Dividend income 7 DONATIONS AND GRANTS Unrestricted Designated Restricted Endowment £000s £000s £000s £000s Donations and gifts - 3 347 - Donations and grants - 3 347 - Total - 3 347 - Included within the above is an amount of £50k (2022: £103k) which relates to restricted income.	2023 £000s 1,451 310 509 962 406	2022 £000s 1,479 278 413 28 319
				3,638	2,517
				2023 £000s 159 7 981	2022 £000s 24 6 874
				1,147	904
				2023 £000s 84 83	2022 £000s 17 103
				167	120
				2023 £000s 350	2022 £000s 506
-	3	347	-	350	506
-	3	347	-	350	506

Included within the above is an amount of £347k (2022: £364k) which relates to restricted income.

Page 30

The Mill Hill School Foundation

ACCOUNTING POLICIES

for the year ended 31 August 2023

8 EXPENDITURE Teaching Welfare Premises and Estates Administration Finance Trading costs Governance	£000s 26,558 3,110 1,239 4,025 - 227 129 Staff costs (note 9)	Other £000s 3,570 2,195 4,449 3,598 568 215 285	Depreciation £000s - - 2,516 - - - -	Total 2023 £000s 30,128 5,305 8,204 7,623 568 442 414
	35,288	14,880	2,516	52,684

Included within expenditure is an amount of £nil (2022: £nil) relating to restricted expenditure.

Staff costs £000s 23,592 2,859 1,078 3,505 - 182 125	Other £000s 2,283 1,858 3,434 2,979 395 202 274	Depreciation £000s - - 2,069 - - - -	Total 2022 £000s 25,875 4,717 6,581 6,484 395 384 399
31,341	11,425	2,069	44,835
		2023 £000s 50 26 12 23 155	2022 £000s 39 - 5 6 208
		2023 £000s 3,864 380 715 320 157 1,217 163 69 485 444 28 531 37 215	2022 £000s 3,413 274 547 433 147 937 189 7 280 412 27 353 42 202
		8,625	7,263

Page 31

The Mill Hill School Foundation

ACCOUNTING POLICIES

for the year ended 31 August 2023

9 STAFF COSTS 2023 £000s Wages and salaries 26,887 Redundancy and settlement costs 61 Social security costs 2,871 Other pension costs 4,171 Other staff costs 1,298 35,288 The number of employees who received remuneration under redundancy and settlement costs were 3 (2022: 8) The average monthly number of employees during the year was as follows: 2023 No. Teaching 315 Non-teaching 409 724 £60,000 in the year was as follows: 2023 No. £60,000 - £70,000 66 £70,001 - £80,000 35 £80,001 - £90,000 9 £90,001 - £100,000 3 £100,001 - £110,000 2 £110,001 - £120,000 1 £120,001 - £130,000 1 £130,001 - £140,000 - £170,001 - £180,000 - £190,001 - £200,000 3 120 The number of employees whose emoluments amounted to over	2023 £000s 26,887 61 2,871 4,171 1,298	2022 £000s 23,975 78 2,592 3,758 938
	35,288	31,341
		2022 No. 310 407
	724	717
	2023 No. 66 35 9 3 2 1 1 - - 3	2022 No. 69 36 1 2 2 - - 1 2 -
	120	113

Key management personnel include the CEO, Foundations' Headteachers, the Director of Finance and Resources and Director of Operations. The total number of key management personnel receiving pay and benefits is 10 (2022: 12). The total pay and benefits received by key management personnel were £1,718k (2022: £1,449k).

10 GOVERNORS REMUNERATION AND BENEFITS

There were no Governors' remuneration for the year ended 31 August 2023 nor for the year period 31 August 2022. 6 Governors (2022: 7) were reimbursed travel expenses totalling £2k (2022: £1k).

Page 32

The Mill Hill School Foundation

ACCOUNTING POLICIES

for the year ended 31 August 2023

11 PENSIONS

The School participates in the Teachers' Pension Scheme ('the TPS') for its teaching staff. The pension charge for the year includes contributions payable to the TPS of £3,624k (2022: £3,309k) and at the year end £nil (2022: £nil) was accrued in respect of contributions to this scheme.

The TPS is an unfunded multi-employer defined benefits pension scheme governed by The Teachers’ Pensions Regulations 2010 (as amended) and The Teachers’ Pension Scheme Regulations 2014 (as amended). Members contribute on a “pay as you go” basis with contributions from members and the employer being credited to the Exchequer. Retirement and other pension benefits are paid by public funds provided by Parliament.

The employer contribution rate is set by the Secretary of State following scheme valuations undertaken by the Government Actuary’s Department. The most recent actuarial valuation of the TPS was prepared as at 31 March 2020 and the Valuation Report, which was published in October 2023.

Following the McCloud judgement, the remedy proposed that when benefits become payable, eligible members can select to receive them from either the reformed or legacy schemes for the period 1 April 2015 to 31 March 2022. The actuaries have assumed that members are likely to choose the option that provides them with the greater benefits, and in preparing the 2020 valuation have valued the ‘greater value’ benefits for groups of relevant members.

The valuation confirmed that the employer contribution rate for the TPS would increase from 23.6% to 28.6% from 1 April 2024. Employers are also required to pay a scheme administration levy of 0.08% giving a total employer contribution rate of 28.68%.

In January 1993, a Money Purchase, Group Personal Pension Scheme for non-teaching staff was established. Initially, it was available to those who wished to join once a one year qualifying period had passed. In April 2002, this was reduced to a three month qualifying period. This reduction in qualifying period allowed The Foundation to be exempted from the requirement to provide a Stakeholder Pension Scheme as required by the Government. The total cost to The Foundation for the Group Personal Pension Scheme in 2023 was £534k (2022: £429k). Outstanding at the year end £88k (2022: £150k).

In addition, The Foundation has unfunded pension arrangements, which have been closed to new members since December 1978. The unfunded pension obligations of these arrangements call for making annual payments to 4 retired members of staff (2022: five retired members of staff) which are charged against revenue in the year. Payments to pensioners in the year were £9k(2022: £9k) and a reduction in the value of the liability of £nil (2022: £30k) has been recognised in the year. In the absence of a formal actuarial valuation of this scheme, a liability equivalent to the latest annuity purchase value has been recognised in the balance sheet at a value of £80k (2022: £80k).

Page 33

The Mill Hill School Foundation

ACCOUNTING POLICIES

for the year ended 31 August 2023

NET INCOME FOR THE YEAR
	2023	2022
	£000s	£000s
Net income is stated after charging:
Depreciation of tangible fixed assets	2,516	2,069
Operating lease rentals – other	245	205
Auditor’s remuneration
Audit services for the Foundation - current year	50	39
Audit services for the Foundation - prior year under provision	26	-
Audit services for the subsidiary	7	7
Non-audit services	35	11

Freehold Property £000s 74,515 2,742 -	Fixtures, Fittings, Furniture, & Equipment £000s 15,942 2,623 -	Motor Vehicles £000s 483 35 -	Total £000s 90,940 5,400 -
77,257	18,565	518	96,340
7,917 - -	9,503 2,461 -	359 55 -	17,779 2,516 -
7,917	11,964	414	20,295
69,340	6,601	104	76,045
66,598	6,439	124	73,161

The cost of freehold property represents the historical value recorded in the books of The Foundation consisting of £15,450k, the value placed in 1872 on the land and buildings of the 1869 New Foundation, and the net cost of additions since that date. The court are of the opinion that the current value of the school's land and building is substantially in excess of the figure shown in the financial statements. The buildings have an insured value of £331,145k (2022: £313,699k). An annual impairment review is undertaken. See note 1 for more detail.

The Foundation has long-held historic assets which are used in the course of its teaching. These collections include antiquities and works of art. These historic assets were appraised by Bonhams during the year to a value of £232k and are insured through an appropriate policy. As the assets are in regular use to support the main objects of the Foundation they are regarded as functional rather than heritage assets.

The net carrying value of tangible fixed assets includes the following in respect of assets held under finance leases or hire purchase contracts. The depreciation charge in respect of such assets amounted to £14,327 (2022: £49,780) for the period.

Motor Vehicles IT Equipment	2023 £000s - 4	2022 £000s 10 8

Page 34

The Mill Hill School Foundation

ACCOUNTING POLICIES

for the year ended 31 August 2023

Market value 2023 £000s 2,926 - - (71)	Investment properties 2023 £000s 194 - (221) 27	Total 2023 £000s 3,120 - (221) (44)	Market value 2022 £000s 3,003 - - (77)	Investment properties 2022 £000s 194 - - -	Total 2022 £000s 3,197 - - (77)
2,855	-	2,855	2,926	194	3,120
1,856	-	1,856	1,856	194	2,050
		2023 Group £000s 1,162 (886) 94 688 -	2022 Group £000s 1,340 (979) 74 300 -	Investment properties Total 2023 £000s 194 (221) 27	Investment properties Total 2022 £000s 194 - -
				-	194
				-	194
				2023 £000s 85	2022 £000s 91
				2023 Foundation £000s 972 (886) 87 670 -	2022 Foundation £000s 1,079 (907) 17 300 48
		1,058	735	843	537

Page 35

The Mill Hill School Foundation

ACCOUNTING POLICIES

for the year ended 31 August 2023

17 CREDITORS

Amounts falling due within one year:

2023 Group £000s 581 2,050 115 11,635 274 350 21 -	2022 Group £000s 804 1,428 183 10,792 375 225 35 -	2023 Foundation £000s 581 1,961 70 11,635 265 331 21 71	2022 Foundation £000s 804 1,373 130 10,792 317 217 35 23
15,026	13,842	14,935	13,691
		2023 £000s 8,856 (8,257) 8,846	2022 £000s 8,196 (7,479) 8,139
		9,445	8,856

Deferred income relates to schools fees received in advance for the following term.

18 CREDITORS DUE AFTER ONE YEAR

CREDITORS DUE AFTER ONE YEAR
Amounts falling due after more than one year: Bank loan Amounts payable under finance leases School fee deposits Fees in advance	2023 Foundation & Group £000s 7,888 5 5,122 260	2022 Foundation & Group £000s 8,414 41 4,506 599
	13,275	13,560

Page 36

The Mill Hill School Foundation ACCOUNTING POLICIES for the year ended 31 August 2023

Movement on loans In one year or less Between one and two years Between two and five years After five years Movement on school fee deposits: In one year or less Between one and two years Between two and five years After five years Movement on fees in advance: In one year or less Between one and two years Between two and five years After five years Movement on finance leases: In one year or less Between one and two years Between two and five years	2023 £000s 581 438 3,621 3,829	2022 £000s 805 786 4,085 2,542
	8,469	8,218
	2023 £000s 2,450 1,198 1,579 2,322	2022 £000s 2,535 1,048 1,786 1,672
	7,549	7,041
	2023 £000s 9,185 193 45 22	2022 £000s 8,257 436 163 -
	9,445	8,856
	2023 £000s 21 5 -	2022 £000s 35 41 -
	26	76

The Foundation has two loan facilities with National Westminster Bank Plc of £2.5m and £6m . The loans are repayable in quarterly instalments of £69k and £102k per annum. The maturity dates of the facilities are 16 October 2028 and 28 August 2034. Interest on the amounts drawn is charged at a rate of SONIA plus 2.25% on the first loan and a fixed rate of SONIA + 2.25% on the second. The Foundation entered into an interest rate swap agreement on October 2013 at a rate of 3.48% on the first loan. The effective interest rate on this loan is 5.73%.

Interest charged in the year on amounts drawn totalled £76k and £271k. (2022: £50k and £149k) and the balances outstanding at the balance sheet date were £1.4m and £4.4m respectively.

The Foundation has two loan facilities with Allicia Bank who bought the loan book from Allied Irish Bank Plc of £4m and £3m. The £4m loan is repayable in quarterly instalments totalling £381k per annum. The maturity date of the facility is 31 December 2023. Interest on the amounts drawn is charged at a rate of 4.99% per annum. The £3m loan was taken out in the prior year and is repayable by quarterly instalments of £12.5k for the first 5 years and then increasing to £81k exclusive of interest. The maturity date of the facility is 31 October 2025. Interest on the amounts drawn is charged at a rate of SONIA plus 2.5%.

Interest charged in the year on amounts drawn totalled £18k and £173k (2022: £36k and £97k) and the balance outstanding at the balance sheet date was £3.75m.

Page 37

The Mill Hill School Foundation

ACCOUNTING POLICIES

for the year ended 31 August 2023

19 FINANCIAL INSTRUMENTS

		2023	2022	2023	2022
		Group	Group	Foundation	Foundation
		£000s	£000s	£000s	£000s
	Financial assets measured at fair value through profit and loss	2,855	3,120	-	194
	Carrying amount of financial assets
	Debt instruments at amortised cost	370	435	173	189
	Carrying amount of financial liabilities
	Measured at amortised cost	18,718	17,365	18,601	17,244
20	STATEMENT OF FUNDS

£000s 33,564 1,996 113 At 1 September 2022	Income £000s 53,461 3	Expenditure £000s (52,578) -	Transfer Between Funds £000s (87) - -	Gains/ (losses) £000s 27 - -	£000s 34,387 1,996 116 At 31 August 2023
35,673 692 361 10,650 3,000 4,750	53,464 237 193 - - -	(52,578) (151) (166) - -	(87) 87 - - - -	27 (42) - - - -	36,499 823 388 10,650 3,000 4,750
19,453	430	(317)	87	(42)	19,611
2,935	-	-	-	(29)	2,906
58,061	53,894	(52,895)	-	(44)	59,016
£000s 32,700 1,996 100 At 1 September 2021	Income £000s 45,549 4	Expenditure £000s (44,747) -	Transfer Between Funds £000s 62 - 9	Gains/ (losses) £000s - - -	£000s 33,564 1,996 113 At 31 August 2022
34,796 581 348 10,650 - -	45,553 227 240 - 3,417 4,364	(44,747) (76) (227) - -	71 (40) - - (417) 386	- - - - - -	35,673 692 361 10,650 3,000 4,750
11,579	8,248	(303)	(71)	-	19,453
3,012	-	-	-	(77)	2,935
49,387	53,801	(45,050)	-	(77)	58,061

Page 38

The Mill Hill School Foundation

ACCOUNTING POLICIES

for the year ended 31 August 2023

Fund Details

The following is a summary of the origins and purposes of each of the Funds

Endowment Funds - Permanent:

The Scholarships, Prizes and University Trust Funds comprise three separate Trusts established by way of donations to provide financial assistance to The Foundation's pupils and former pupils.

Restricted Funds:

Trust Funds consist of:

Mill Hill School Scholarships & Bursaries Trust: The Trust was created by a Declaration of Trust dated 19 March 1994 with the purpose of holding the Trust Fund and its income, for Scholarships & Bursaries at Mill Hill School.

Mill Hill School University Entrance Scholarship Trust: The Trust was created by Declaration of Trust dated 19 March 1994 with the purpose of holding the Trust Fund and its income, on trust to apply the income for the leaving Scholarships from Mill Hill School for entrance to British Universities.

Mill Hill School Prizes Trust: The Trust was by created by Declaration of Trust dated 19 March 1994 with the purpose of holding the Trust Fund and its income, on trust to apply the income for prize awards to pupils at Mill Hill School to recognise merit shown by the pupils in the academic, artistic or technical performance or in the development of character.

ABC Bursaries Fund: A Better Chance (ABC) Bursaries Fund supports bursary students at Belmont and Mill Hill School. Development offices coordinates various fundraising campaign amongst Old Millhillians, Old Belmontian and parent body in support of the fund.

Cobham Hall School: The Foundation acquired Cobham Hall School in 2021, an independent day and boarding school for girls. The land and the buildings have been recognised in restricted funds as a result of a restrictive covenant in place for 5 years.

Lyonsdown School: During the year the Foundation acquired Lyonsdown School, an independent day school. The land and the buildings have been recognised in restricted funds as a result of a restrictive covenant in place for 5 years.

Keble School: During the year the Foundation acquired Keble School, an independent day and boarding school for girls. The land and the buildings have been recognised in restricted funds as a result of a restrictive covenant in place for 5 years.

Unrestricted Funds

Designated fund (donations & fundraising) was established in 2007 from fundraising activities to support The Mill Hill School Foundation's educational and business development plan. New designated fund was established in 2017 to provide for the planned capital expenditure and unforeseen events such as fire and flood. The Foundation commissioned a detailed survey of its Estate in 2017, the survey has recommended a 10 years repairs and maintenance program costing over £7,700k. The General reserve £33,564 value at August 2023, £33,914 relates to The Foundation (2022: £33,086k) and £590k relates to Mill Hill School Enterprises (2022: £478k).

The transfer of funds represent the completion of specific projects.

21 ANALYSIS OF NET ASSETS BETWEEN FUNDS

Unrestricted funds £000s 57,645 (51) 7,286 (15,026) (13,355)	Restricted funds £000s 18,400 1,211 - -	Endowment fund £000s - 2,906 - - -	2023 Total £000s 76,045 2,855 8,497 (15,026) (13,355)
36,499	19,611	2,906	59,016
Unrestricted funds £000s 62,511 185 483 (13,866) (13,640)	Restricted funds £000s 10,650 - 8,803 - -	Endowment fund £000s - 2,935 - - -	2022 Total £000s 73,161 3,120 9,286 (13,866) (13,640)
35,673	19,453	2,935	58,061

Page 39

The Mill Hill School Foundation

ACCOUNTING POLICIES

for the year ended 31 August 2023

22 COMMITMENTS UNDER OPERATING LEASES

At 31 August 2023, the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

leases, which fall due as follows:
Due within one year Due between one to two years Due between two to five years	2023 Plant & Machinery £000s 144 274 -	2023 Other £000s 94 87 147	2022 Plant & Machinery £000s 166 72 53	2022 Other £000s 82 46 68
	418	328	291	196

23 RELATED PARTIES

There were no related party transactions.

24 TRUST FUNDS

Mill Hill School Scholarships and Bursaries Trust Mill Hill School University Entrance Scholarship Trust Mill Hill School Prizes Trust

The Ousey Scholarship Trust Sir Richard Winfrey Memorial Scholarship

The combined results for the above Trust Funds for the period ended 31 August 2023 are:

Net assets at At 1 September 2022 Income Exceptional income Expenditure Excess expenditure over income Purchase of investments Unrealised gains on investments Net Assets at At 31 August 2023	2023 £000s 3,199 103 - (75)	2022 £000s 3,215 102 - (41)
	28	61
	- 22	- (77)
	3,249	3,199

The Trust Funds provide financial assistance to The Foundation pupils and to former pupils during their period at university. The total of such payments in 2023 for pupils in the school was £75k (2022: £41k).

Further information may be obtained from the Director of Finance and Resources at its registered address, which is The Mill Hill School Foundation, Walker House, Millers Close, The Ridgeway, Mill Hill, London, NW7 1AQ.

Page 40

The Mill Hill School Foundation

ACCOUNTING POLICIES for the year ended 31 August 2023

25 CONTROLLED ENTITY

Mill Hill School Enterprises is a company limited by guarantee and is controlled by The Mill Hill School Foundation which is a company registered in England and Wales, number 1690525. Its results, adjusted for consolidation with The Foundation's accounts, for the year ending 31 August 2023 and the year ending 31 August 2022 are detailed as follows:

Income Expenditure Rent paid to The Mill Hill School Foundation Excess of income over expenditure* Assets Liabilities Net assets at year end	2023 £000s 981 (450) -	2022 £000s 874 (396) -
	530	478
	753 (162)	652 (173)
	591	479

*an annual rental of £50k (2022: £50k), salary and pension £218k (2022: £181k), heat and light £3.6k (2022: £2k), repairs & maintenance £1k (2022: £4k), telephone £723 (2022: £nil) was paid to The Foundation. The year-end surplus (excess of income over expenditure) of Mill Hill School Enterprises for 2023 is £530k (2022: £478k). The year-end surplus (if any) is distributed to The Mill Hill School Foundation under the gift aid scheme.

26 CAPITAL COMMITMENTS

Capital expenditure authorised and contracted at 31 August 2023 totalled £nil (2022: £nil). The Foundation has to make significant ongoing investments to maintain its historical buildings and grounds. An independent survey commissioned by The Foundation in 2017 recommended a total investment of £7.7 million in capital expenditure over the 10 year period.

Page 41

The Mill Hill School Foundation

ACCOUNTING POLICIES

for the year ended 31 August 2023

27 NOTES TO THE CASHFLOW STATEMENT

At 1 September 2022 £000s 8,444 - -	Cash flows £000s (1,082) - -	2023 £ £000s 955 265 2,516 (84) (83) 531 - - 1,648 (323) 6 -	2022 £ £000s 8,674 77 2,069 (17) (103) 353 (30) (6) 1,934 161 (37) (8,425)
		5,431	4,650
		Other non- cash changes £000s - - -	At 31 August 2023 £000s 7,362 - -
8,444 (805) (8,414)	(1,082) 749 -	- (525) 525	7,362 (581) (7,889)
(9,219) (775)	749 (333)	- -	(8,470) (1,108)

Page 42

The Mill Hill School Foundation ACCOUNTING POLICIES for the year ended 31 August 2023

28 MERGERS

PRIOR YEAR LYONSDOWN SCHOOL

On 31 March 2022 the Foundation merged with Lyonsdown School, an incorporated charity limited by guarantee incorporated in England and Wales, company number 01125436and charity number 312591. The consideration was for £1. On that date Lyonsdown School transferred all of its trade and net assets to the Foundation. Lyonsdown School has been dormant since 1 April 2022.

Cash and cash equivalents Freehold buildings Current assets Current liabilities Net assets Property, plant and equipment	Book Value £ 681 1,332 488 27 (779)	Fair Value £ 681 3,000 488 27 (779)
	1,749	3,417

KEBLE PREPARATORY SCHOOL (1968) LIMITED

On 31 March 2022 the Foundation merged with Keble Preparatory School (1968) Limited "Keble School", an incorporated charity limited by guarantee incorporated in England and Wales, company number 00929816 and charity number 312979. The consideration was for £1. On that date Keble School transferred all of its trade and net assets to the Foundation. Keble School has been dormant since 1 April 2022.

Cash and cash equivalents Freehold buildings Current assets Current liabilities Net assets Property, plant and equipment	Book Value £ 849 2,719 188 83 (1,506)	Fair Value £ 849 4,750 188 83 (1,506)
	2,333	4,364

29 POST BALANCE SHEET EVENTS

After the year end the Foundation entered into a Charity Merger with St Josephs in the Park, which operates under the charity number 1111064. The Foundation acquired the Freehold of St Joseph’s In the Park in February 2023 and under the terms of the subsequent merger deed all assets and liabilities of the School will be transferred at nil cost and the School will be run by the Foundation. One trustee of St Josephs in the Park will join the Court. Future accounts will be consolidated to include St Joseph’s in the Park.

Page 43

Instilling values, inspiring minds.

The Mill Hill Education Group is the brand name for The Mill Hill School Foundation. Registered in England: number 3404450 Registered office: Walker House, Millers Close, The Ridgeway, Mill Hill, London NW7 1AQ Registered charity number: 1064758.

Annual Report of the Governors | Page 24

Annual Report of the Governors THE MILL HILL SCHOOL FOUNDATION Company Registration Number: 03404450

Contents

Court of Governors

Court of Governors

Strategic Report

Our Aims and Objectives

To provide excellence in education:

This is achieved by:

To bring out the best in every individual child, building resilience and preparation for future life

This is achieved by:

To develop moral integrity and the confidence in pupils to be themselves

This is achieved by:

To build a sense of community and environmental awareness

Activities

Key highlights of our activities in 22/23 include:

1. Academic Achievements

GCSE/iGCSE Results 2023

A Level Results 2023

2. Widening Access

Structure, Governance and Management of the Foundation

Trust Funds

Charitable Aims and Objectives

Governance and Management of the Foundation

Statement of Governors’ Responsibilities

S172 of the Companies Act

Sub-Committees of the Court of Governors

Supplier Relationships

Continued initiatives for 2023/2024 include:

Equality Diversity & Inclusion

Environmental Impact

Financial Review

Remuneration Policy

Key Performance Indicators

Reserves, Financial Resources and Liquidity

Investment Policy

Risk Management

Auditors

Independent Auditor’s Report to the Members of The Mill Hill School Foundation

Opinion

Basis for Opinion

Conclusions Relating to Going Concern

Other Information

Opinions on other matters prescribed by the Companies Act 2006

Matters on Which we are

Required to Report by Exception

Responsibilities of Trustees

Explanation as to what Extent the Audit was Considered Capable of Detecting Irregularities, Including Fraud

Use of our Report

The Mill Hill School Foundation

The Mill Hill School Foundation BALANCE SHEET

The Mill Hill School Foundation

CASHFLOW STATEMENT

for the year ended 31 August 2023

The Mill Hill School Foundation ACCOUNTING POLICIES for the year ended 31 August 2023

1.1 BASIS OF PREPARATION

Business combinations

1.2 GOING CONCERN

1.3 COMPANY LIMITED BY GUARANTEE

1.4 FEES RECEIVABLE AND SIMILAR INCOME

1.5 DONATIONS AND FUND ACCOUNTING

1.6 GRANT INCOME

1.7 EXPENDITURE

The Mill Hill School Foundation ACCOUNTING POLICIES for the year ended 31 August 2023

1.8 TEACHING COSTS

1.9 FIXED ASSETS AND DEPRECIATION

1.10 STOCKS

1.11 PENSIONS

1.12 LEASES AND HIRE PURCHASE CONTRACTS

1.13 INVESTMENTS

The Mill Hill School Foundation

ACCOUNTING POLICIES for the year ended 31 August 2023

1.15 FINANCIAL INSTRUMENTS

1.16 ADVANCED FEE PAYMENT SCHEME

1.17 TAXATION

1.18 EMPLOYEE BENEFITS

1.19 FUNDS

2 KEY ESTIMATES & JUDGEMENTS

Critical judgements

Useful economic lives