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← The Mill Hill School Foundation

2024-08-31-accounts

Annual Report of the Governors The Mill Hill School Foundation Company Registration Number: 03404450

Annual Report of the Governors | Page 1

Contents

Court of Governors

Our Aims and Objectives

Activities

Structure, Governance and Management of The Foundation

Trust Funds

Charitable Aims and Objectives

Governance and Management of The Foundation Sub-Committees of the Court of Governors

Supplier Relationships

Plans for the Future

Equality Diversity and Inclusion

Environmental Impact

Financial Review

Remuneration Policy

Key Performance Indicators

Reserves, Financial Resources and Liquidity

Investment Policy

Risk Management

Independent Auditors’ Report

Consolidated Statement of Financial Activities Consolidated Balance Sheet

Statement of Cashflow

Notes to the Financial Statements

Court of Governors

The Governors present their Annual Report and audited Consolidated Financial Statements for The Mill Hill School Foundation (trading as Mill Hill Education Group), for the year ended 31 August 2024 and confirm that they comply with the requirements of the Charities Act 2011, The Companies Act 2006 and the Charities SORP FRS 102.

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Election/
Leaving Date
Committee
(1 September 2023 -
Court of Governors 4 April 2025) Membership
Chair of the Court of Governors Ex-officio. G, S(Ch), T
Mr Elliot Lipton, BSc (Hons), MBA, FRSA, FRICS
Vice Chair of the Court of Governors Ed (Ch), E, F, G(Ch), S
Mrs Stephanie J Miller BA (Hons)
Mrs Charlotte Avery MA (Oxon) Stepped down 9 December 2023 Ed, S
Mr James Reinhard Bentall MA, PhD (Cantab), Appointed 17 May 2024 F, S
MBA, ACII, MCMI, JP
Mr Debashis Dasgupta B.Com (Hons), ACA, Appointed 9 October 2024 F, S
ACMA
Mrs Kamal Dhillon BSc (Hons), ACA F, S
Mr Paul Dunleavy BA (Hons) CISSP-ISSAP CISM Ed, E, S
CDPO MBCS.
Mr Malcolm Gough BA, LLB, LLM, PGCE Stepped down 18 September 2023 Ed, S
Mr Vernon Hales B.Ed. (Hons) Appointed 22 November 2023, Ed, S
stepped down 2 October 2024
Mr Neil James BA Oxon Appointed 9 October 2024 F, S
Mr Andrew Millet BA MBA FCA F(Ch), G, S
Mrs Mary Moore MSC BA FCIPD F, S
Mr Noyan Nihat E, F, S
Dr Kiki O’Neill-Byrne BA (Hons), MB, BCh, BAO, Ed, S
Dip. Clin. Psych., FRCPsych
Mrs Mangal Patel MBA Stepped down 15 June 2024 Ed, E, S
Ms Lara Péchard BA MA PGCE Appointed 13 June 2024 Ed, S
Mr Tony Poole BSc (Hons) Arch Eng, BA (Hons) Appointed 9 October 2023 E, S
Arch, Dip Arc
Mr Mark Skelly BEng (Hons) PhD RAEngVTF E(Ch), G, S
Mr Nigel Taylor MA Ed, S
Mr David Tyme LLB (Hons) F, S
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E – Estates Committee, F - Finance 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.

01. To provide excellence in education: This is achieved by: • can take place • Maintaining a forward looking curriculum which establishes to adapt to the demands of the 21st Century

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

This is achieved by:

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

This is achieved by:

04. To build a sense of community and environmental awareness

This is achieved by:

05. To nurture pupils from childhood to adulthood

This is achieved by:

Annual Report of the Governors | Page 3

Activities

The financial year ending August 2024 saw The Foundation go from strength to strength as it continued to grow and develop. Key highlights were:

Initiatives for Progress made 2023/2024

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Develop the At Mill Hill School, the recent changes to timetables and curriculum
academic and contributed to an outstanding jump in external exams results in 2024. The
co-curricular co-curricular life continues to thrive, with the Saracens partnership in rugby
provision at all well embedded. The Grimsdell Forest School Nursery has proved to be
schools highly successful. In Belmont, a number of changes have increased the focus
upon core academic subjects whilst maintaining the broad and balanced
curriculum. A new Head was appointed to Mill Hill School in October 2023,
and a new Head was appointed to Belmont from September 2024.
Integrate and During the year, the eighth, ninth and tenth schools, respectively St Joseph’s
develop the new In The Park, Kingshott and Abbot’s Hill, joined what is now branded as the
schools that Mill Hill Education Group. Various back office functions have continued to
have joined The be integrated for efficiency and support purposes. Opportunities for mutual
Foundation support have continued to be developed, in pupil activities, staff peer
support, training and marketing.
Ensure the “future Various initiatives have been taken to ensure the efficiency of school
proofing” of the operations and the development of alternative income sources, especially
financial model of with the implementation of VAT on school fees from January 2025. There
the schools was a focus upon streamlining operations to achieve central costs savings,
greater effectiveness in pupil recruitment and the agreement to open our
first school abroad, in Thailand from September 2025.
Develop an Estates After continued engagement with local planners, the final shape of a master
Master Plan for Mill plan has been devised, and an application is expected to be submitted early
Hill School in 2025.
Planning for an After the first application was rejected by the local planner, a fresh
all-weather pitch application is due to be submitted in 2025 that addresses the issues
for Belmont remaining from the planning appeal, after making changes to the planned
location and use of the pitch.
Implement an IT A 1-2-1 device strategy is gradually being rolled out at all schools, with Mill
strategy for all Hill School and Belmont planned for January 2025. The Group’s system
schools architecture is being streamlined and made more consistent to improve
support and facilitate training. The opportunities and challenges of AI
continues to be considered at a senior level.
Add suitable new The Group now has a strong reputation in the sector for the successful
schools into The addition of appropriate new schools, and consequently there continues
Foundation to be interest in the Group. After the year end the Foundation entered into
agreements to merge with Heathfield School and Westbrook Hay School
with effect from 1 September 2025. Under the terms of the merger deeds
the operations, assets and liabilities of the Schools will be transferred to the
Foundation on 1 September 2025.
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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 around 3,000 at the end of the year (2,200 2022/23) with further growth anticipated in the following year.

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The Foundation’s objectives are centred on an unrelenting focus upon BaRerDTS. 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 s approach is a growing pupil roll and high =” } demand for places.

BaRerDTS.

3,000 PUPILS ATTENDED A FOUNDATION SCHOOL FROM 2023/24.

s 47:53 BOY:GIRL SPLIT AT THE FOUNDATION.

Key highlights of our activities in 23/24:

1. Academic Achievements

After the national picture of grade inflation during the pandemic period, results nationally have been on a gradual flight path back to long term norms, and it was flagged to schools that some drop in external results should be expected in 2024. The results at Mill Hill School defied this expectation, with a remarkable jump in exam outcomes at both GCSE and A Level. The results for MHI and Cobham Hall again showed pleasing individual successes, and Abbot’s Hill’s results continued its trend of gaining outstanding value added per pupil.

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

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.

GCSE/iGCSE results 2024

GCSE/iGCSE results 2024
9 - 7% 9 - 4%
Mill Hill School 66 98
Abbot’s Hill 42 92
Cobham Hall 41 92
Mill Hill International 46 92
National Average 24 68

A Level results 2024

A Level results 2024
*A - A % ** *A - B % ** A * E %
Mill Hill School 52 84 100
Cobham Hall 2 31 96
National Average 28 54 97

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

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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 2024, bursary assistance totalling £1,624k (August 2023 - £1,328k) was awarded to 86 pupils (August 2023 - 75 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 £966k (August 2023 - £895k) were awarded to 397 pupils (August 2023-397). 21 pupils (August 2023 - 22 pupils) were awarded a combination of scholarship and bursary assistance. During the period, The Foundation provided 100% fee remission to 35 pupils (August 2023 - 40).

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 2024, the Development Office oversaw total donations of £145k (August 2023 - £344k), including legacies. 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.

During the year ended 31st August 2024, the schools within The Mill Hill School Foundation continue to make available to the wider public, local maintained schools, local churches and community groups and other charitable organisations the use of The Foundation’s buildings and facilities in support of The Foundation’s objectives.

The Foundation is proud of its exciting and meaningful initiatives partnering with local community groups including sports clubs and schools.

In the twelve-month period to August 2024, total fee assistance from all sources, including external funding, was £2,987k (August 2023 - £2,717k). This represented 5.0% (August 2023 - 5.3%) of Gross Fee income.

~~“~~ “In the last financial year until August 2024, the Development Office oversaw total donations of £145k (August 2023 - £344k), including legacies.”

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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 ten schools:

The Governors of The Foundation, as Directors of the Company, are also the Charity’s Trustees. Governors who served during the period 1 September 2023 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. The accounts of Mill Hill School Enterprise are consolidated into the financial statements of the Foundation.

In May 2024, Kingshott joined The Group via a Charity Merger. Kingshott is a co-ed school in Hitchin, historically from 3-13 but now increasing its age range to include GCSE’s, starting with Year 9 in 2024-25 academic year and Year 10 in 2025-26 and Year 11 in 2026-27. Abbot’s Hill joined The Group in July 2024 as part of a charity merger. Abbot’s Hill in Hemel Hempstead is a girls school from 3-16 with a co-ed nursery. 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.

Mill Hill Education Group International was incorporated in May 2024 for the overseas schools and partnerships. It is a wholly owned subsidiary of The Mill Hill School Foundation. Mill Hill International School Thailand the first overseas partnership will open in September 2025.

Annual Report of the Governors | Page 8

Trust Funds

The following Trust Funds are separately registered charities:

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.

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 2024 was £9k (2023 - £30k). The Accounts of the Trust Funds are consolidated into the financial statements of The Foundation.

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

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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:

Auditors awareness statement.

So far as we are aware:

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 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

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

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

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.

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 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.

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.

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 2023
- 31 August 2024
Education Governors CEO
DFR
Heads*		 Various academic
staff as required		 4
Estates Governors CEO
DFR
DO
Heads*		 4
Finance Governors CEO
DFR
DO
Heads*		 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 1
DFR

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 2024/2025 include: • 2024 • • • Development of non-fee sources of income for the charity • and the Belmont astro • • Simon as the inaugural Head • New Head of Grimsdell, Kevin Dobson, starts in September 2025 Ne Sy Os[ec] a ~ pane >, i $3 RYae A be Sa,Ca nee isBc, ReyMe ; 5 aPus: WZ ye SO ny A A A ra Caer § =

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

We are taking proactive steps in waste management. We sort waste at the source, recycling all cardboard, paper, wood, and metals, which has led to a significant reduction in our general waste volume. Food waste is collected separately and converted to energy, supporting our sustainability goals.

In terms of energy efficiency, we continue with our lighting replacement program, installing energy-efficient fixtures across our facilities. This year, we have also replaced several roof coverings, incorporating insulation into each new installation to enhance thermal efficiency. Wherever possible, we have used recycled materials in smaller building projects to further minimise our environmental impact.

Additionally, we have replaced several boilers this year and continued our substantial window replacement program to improve insulation and overall efficiency.

During the year ending August 2024 the Mill Hill based schools, plus Cobham Hall, Keble Prep and Lyonsdown used 3,650 MWh of electricity and 6,700 MWh of Gas. This resulted in associated Scope 1 and Scope 2 greenhouse gas emissions of 2,083 tCO2e.

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 2024 include an exceptional item reflecting the mergers with St Joseph’s In The Park, Kingshott School and Abbot’s Hill School with a fair values of £2,126k, £10,502k and £22,141k respectively (see note 28). The regular operational activities of The Foundation for the period to 31st August 2024 include income of £63,619k (2023 £53,687k). Net income excluding the exceptional items was £2,072k (2023 £955k).

include income of £63,619k (2023 £53,687k). Net income excluding the exceptional items was
£2,072k (2023 £955k).		 include income of £63,619k (2023 £53,687k). Net income excluding the exceptional items was include income of £63,619k (2023 £53,687k). Net income excluding the exceptional items was
2024 2023
£'000 £′000
Incomeper SOFA 98,389 53,687
Exceptional Item - 3 new schools to the Foundation (34,770) -
Incomingresources excludingexceptional items 63,619 53,687
Surplusper SOFA 36,842 955
Exceptional Item - merger revaluation (34,770)
Net income excludingexceptional items 2,072 955

Capital expenditure during the year was £3,181k (2023 - £5,400k).

Mill Hill School Enterprises made a gain of £548k for 12-month period to 31 August 2024, (2023 £531k).

As outlined in notes 8 and 9, the total staff related cost of The Foundation for the 12-month period to 31 August 2024 was £41,376k (2023 – £35,288k). The total staff cost includes teaching salary costs of £31,329k (2023 - £26,558k). 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 3 new schools from the 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). 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:

Key Performance Indicators

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

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 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 £91,246k (2023 - £36,499k), those which are restricted of £1,435k (2023 - £19,611k) and the Permanent Endowment Fund £3,177k (2023 - £2,906k). Included in this balance is a Pension Provision for the year of £80k (2023 - £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:

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 The 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 a 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:

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Number Risk Mitigation
1 Unviable financial model due The Foundation focuses on cash management &
to external factors including financial forecasting and its reserves
Government actions. VAT on
The Foundation is undertaking a extensive review
school fees, loss of Business Rate
of its cost base and income streams
Relief and changes to National
insurance announced in Autumn
24 Budget
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, ISBA 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 or fraud
board. IT and financial Governors
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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 8 April 2025.

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

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 Mill Hill School Foundation for the year ended 31 August 2024 which comprise of the Group Statement of Financial Activities, the Group and Foundation Balance Sheet, the Group Cash Flow Statement and the notes to the financial statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion, the financial statements:

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report. We are independent of the group 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 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 trustees are responsible for the other information. The other information comprises the information included 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.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

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 its environment obtained in the course of the audit, we have not identified material misstatements in the Annual Report (which incorporates the strategic report and the directors’ report).

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

Annual Report of the Governors | Page 21

Responsibilities of trustees for the financial statements

As explained more fully in the trustees’ responsibilities statement set out on page 10, 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 and parent charitable company or to cease operations, or have no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Based on our understanding of the group and parent charitable company and the environment in which it operates, we identified that the principal risks of non-compliance with laws and regulations related to The Education (Independent School Standards) Regulation 2014, safeguarding regulations, health and safety requirements, GDPR, employment law and Charity Law and we considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006 and the Charities Act 2011, and consider other factors such as payroll taxes and VAT.

We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to improper recognition of income and management bias in certain accounting estimates and judgements. Audit procedures performed by the engagement team included:

Annual Report of the Governors | Page 22

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

Use of our report

This report is made solely to the charitable company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the charitable company’s members those matters we are required to state to them in an Auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the charitable company and the charitable company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

Tracey Young (Senior Statutory Auditor)

11 April 2025

10 Queen Street Place London EC4R 1AG

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 2024

Notes
Income from:
Charitable activities
School fees
3
Other income
Other educational
income
4
Other trading income
5
Investments
Investment income
6
Voluntary sources
Grants and donations
7
Exceptional item
28
Total income and
endowments
Expenditure on:
Cost of raising funds
Fundraising and
development
Other trading costs
Interest and other costs
Charitable activities
Education
Total expenditure
8
Net operating income/
(expenditure)
Net gains on
investments
14
Net income/
(expenditure)
Transfer between funds
20
Net movement in
funds
Fund balances brought
forward
Fund balances carried
forward
20,21		 Unrestricted
funds
Designated
funds
Restricted
funds
Endowment
funds
Total
2024
Total
2023
£000s
£000s
£000s
£000s
£000s
£000s
56,929
-
-
-
56,929
48,385
4,520
-
-
-
4,520
3,638
1,252
-
-
-
1,252
1,147
406
-
96
-
502
167
-
6
410
-
416
350
34,770
-
-
-
34,770
-
97,877
6
506
-
98,389
53,687
100
-
-
-
100
45
333
-
-
-
333
400
648
-
-
-
648
571
60,455
-
282
-
60,737
51,672
61,536
-
282
-
61,818
52,688
36,341
6
224
-
36,571
999
-
-
-
271
271
(44)
36,341
6
224
271
36,842
955
18,400
-
(18,400)
-
-
-
54,741
6
(18,176)
271
36,842
955
34,387
2,112
19,611
2,906
59,016
58,061
89,128
2,118
1,435
3,177
95,858
59,016

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.

Annual Report of the Governors | Page 24

The Mill Hill School Foundation

Group and Foundation Balance Sheets as at 31 August 2024

The Mill Hill School Foundation
Group and Foundation Balance Sheets
as at 31 August 2024
2024 2023 2024 2023
Group Group Foundation Foundation
Notes £000s £000s £000s £000s
Fixed assets
Tangible assets 13 110,240 76,045 110,240 76,045
Investments 14 3,126 2,855 - -
113,366 78,900 110,240 76,045
Current assets
Stock 15 70 85 70 85
Debtors 16 2,240 1,058 2,470 844
Cash at bank and in hand 23,099 7,354 21,595 6,597
25,409 8,497 24,135 7,526
Creditors:Amounts falling due within one year 17 (22,490) (15,026) (22,389) (14,935)
Net current assets/(liabilities) 2,919 (6,529) 1,746 (7,409)
Total assets less current liabilities 116,285 72,371 111,986 68,636
Creditors:Amounts falling due after more than
one year 18 (20,347) (13,275) (20,347) (13,275)
Provisions for liabilities and charges 11 (80) (80) (80) (80)
Net assets 95,858 59,016 91,559 55,281
Funds
Restricted funds 20 1,435 19,611 939 19,199
Unrestricted funds 20 91,246 36,499 90,620 36,082
Endowment funds 20 3,177 2,906 - -
Total funds 21 95,858 59,016 91,559 55,281

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 2024 was £36,278k (2023 - £866k). Excluding the exceptional expenditure item the Net Income was £1,508k (2023 - £866k)

Approved and authorised for issue by the Court of Governors on 8 April 2025 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

Annual Report of the Governors | Page 25

The Mill Hill School Foundation

Group Cash Flow Statement for the year ended 31 August 2024

Notes
Cash flows from operating activities:
Net cash provided by operating activities
27
Cash flows from investing activities:
Bank interest received
Dividends received
Payments to acquire fixed assets
Net cash used in investing activities
Cash flows from financing activities:
Loans transferred on acquisition
Loans repaid
Finance lease payments
Costs associated with debt financing
Loan interest
Net cash used in financing activities
Fees in advance scheme:
New fees in advance money
Amounts accrued to fees in advance contracts
Amount utilised
Change in cash and cash equivalents in the reporting period
Cash and cash equivalents at the beginning of the period
Cash and cash equivalents at the end of the reporting period		 2024
2023
£000s
£000s
7,608
5,653
406
84
97
83
(3,181)
(5,400)
(2,678)
(5,233)
857
-
(559)
(749)
(22)
-
(43)
-
(605)
(531)
(372)
(1,280)
12,799
795
(446)
(67)
(1,167)
(950)
11,186
(222)
15,744
(1,082)
7,355
8,437
23,099
7,355

Annual Report of the Governors | Page 26

The Mill Hill School Foundation Notes to the Financial Statements for the year ended 31 August 2024

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 – Second Edition), 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.

Annual Report of the Governors | Page 27

The Mill Hill School Foundation

Notes to the Financial Statements for the year ended 31 August 2024

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 raising 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.

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:

Annual Report of the Governors | Page 28

The Mill Hill School Foundation

Notes to the Financial Statements for the year ended 31 August 2024

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.

The Foundation also pays contributions into the 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 FRS 102 for multi-employer schemes.

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.

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.

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.

Annual Report of the Governors | Page 29

The Mill Hill School Foundation

Notes to the Financial Statements for the year ended 31 August 2024

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 19 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:

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.

Annual Report of the Governors | Page 30

The Mill Hill School Foundation

Notes to the Financial Statements for the year ended 31 August 2024

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.

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.

3. FEE INCOME

The School’s activities are carried out within the UK. The school's fee income comprised:

Gross fees
Less: Scholarships and bursaries
Less: Discounts
Add back: Bursaries and other awards paid for by restricted funds		 2024
2023
£000s
£000s
59,926
51,060
(2,774)
(2,456)
(505)
(426)
56,647
48,178
282
207
56,929
48,385

4. OTHER EDUCATIONAL INCOME

Other educational income consists of:

Other educational income consists of:
Extras and disbursements
Registration Fees
Fees in lieu of notice
School trips
Other income		 2024
2023
£000s
£000s
1,520
1,451
285
310
392
509
1,203
962
1,120
406
4,520
3,638

Amounts received in respect of restricted funds were Nil in 2023.

Annual Report of the Governors | Page 31

The Mill Hill School Foundation

Notes to the Financial Statements

for the year ended 31 August 2024

5. OTHER TRADING INCOME

Other trading income consists of:

Rent and lettings
Profit on disposal of assets
Enterprise company		 2024
2023
£000s
£000s
119
159
23
7
1,110
981
1,252
1,147

Amounts received in respect of restricted funds were Nil in 2023.

6. INVESTMENT INCOME

Interest receivable
Dividend income		 2024
2023
£000s
£000s
406
84
96
83
502
167

Amounts received in respect of restricted funds were £83,000 in 2023.

7. DONATIONS AND GRANTS

Donations and grants Unrestricted
funds
Designated
funds
Restricted
funds
Endowment
funds
2024
2023
£000s
£000s
£000s
£000s
£000s
£000s
-
6
410
-
416
350

Amounts received in respect of restricted funds were £347,000 in 2023.

8. EXPENDITURE

Teaching
Welfare
Premises and Estates
Support costs
Finance costs
Trading costs
Governance		 Staff
costs
Other
Depreciation
Total
2024
£000s
£000s
£000s
£000s
31,328
4,548
-
35,876
3,636
2,460
-
6,096
1,545
4,782
2,858
9,185
4,654
4,590
-
9,244
-
648
-
648
213
220
-
433
-
336
-
336
41,376
17,584
2,858
61,818

Included within expenditure is an amount of £282k (2023: £317k) relating to restricted expenditure.

Included within finance costs is £43k relating to costs associated with the fees in advance scheme, and £605k relating to loan interest (2023: £37k relating to the fees in advance scheme and £524k relating to loan interest).

Annual Report of the Governors | Page 32

The Mill Hill School Foundation

Notes to the Financial Statements

for the year ended 31 August 2024

Prior year
Teaching
Welfare
Premises and Estates
Support costs
Finance costs
Trading costs
Governance		 Staff
costs
Other
Depreciation
Total
2023
£000s
£000s
£000s
£000s
26,558
3,777
-
30,335
3,110
2,196
-
5,306
1,239
4,449
2,516
8,204
4,025
3,388
-
7,413
-
571
-
571
227
218
-
445
129
285
-
414
35,288
14,884
2,516
52,688

Other Governance Costs included:

Auditors' remuneration
- Audit Fees
- under provision from previous year
- Accountancy Fees
- Other Auditors remuneration		 2024
2023
£000s
£000s
56
50
-
26
7
12
-
23
63
111

Support costs include:

Staff costs
Other Staff Costs
IT support
Postage and stationery
Telephones
Marketing and advertising
Administration
Bad debts
Legal and Professional Fees
Bank charges and interest		 2024
2023
£000s
£000s
4,402
3,864
252
161
808
715
344
320
134
157
1,504
1,007
702
607
116
69
940
485
42
28
9,244
7,413

9. STAFF COSTS

Total staff costs comprised:

Wages and Salaries
Redundancy and settlement costs
Social security costs
Other pension costs
Other staff costs		 2024
2023
£000s
£000s
31,514
26,887
320
61
3,414
2,871
5,270
4,171
858
1,298
41,376
35,288

Annual Report of the Governors | Page 33

The Mill Hill School Foundation

Notes to the Financial Statements for the year ended 31 August 2024

The number of employees who received remuneration under redundancy and settlement costs were 13 (2023: 8)

The average number of employees during the year was as follows:

The average number of employees during the year was as follows:
Teaching
Non-Teaching		 2024
2023
No.
No.
452
315
616
409
1,068
724

The number of employees whose emoluments amounted to over £60,000 in the year was as follows:

2024 2023
No. No.
£60,000 to £70,000 49 66
£70,001 to £80,000 56 35
£80,001 to £90,000 34 9
£90,001 to £100,000 5 3
£100,001 to £110,000 1 2
£110,001 to £120,000 1 1
£120,001 to £130,000 2 1
£130,001 to £140,000 1 -
£170,001 to £180,001 1 -
£190,001 to £200,000 - 3
£210,001 to £220,001 1 -

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 17 (2023: 10). The total pay and benefits received by key management personnel were £2,031,000 (2023: £1,718,000).

10. GOVERNORS REMUNERATION AND BENEFITS

There were no Governors' remuneration for the year ended 31 August 2024 nor for the year period 31 August 2023. 11 Governors (2023: 6) were reimbursed travel expenses totalling £8,302 (2023: £2,000).

11. PENSIONS

The school participates in the Teachers' Pension Scheme ('the TPS') for its teaching staff. The pension for the year includes contributions payable to the TPS of £4,598,000 (2023: £3,624,000).

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 provide by Parliament.

The employer contribution rate is set by the Secretary of State following scheme valuations undertaking 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 has valued the ‘ greater value ’ benefits for groups of relevant members.

Annual Report of the Governors | Page 34

The Mill Hill School Foundation

Notes to the Financial Statements for the year ended 31 August 2024

The employer contribution rate for the TPS is 28.6%, and employers are also required to pay a scheme administration levy of 0.08% giving a total employer contribution rate of 28.68%.

With effect from 1 September 2024, the TPS was closed to new entrants.

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 from the Group Personal Pension Scheme in 2024 was £672,000 (2023: £534,000).

Outstanding at the year end £684,000 (2023: £88,000).

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 2 retired members of staff (2023: 4 retired members of staff) which are charged to expenditure in the year. Payments in the year were £3,700 (2023: £9,000) and a reduction in the value of the liability of £Nil (2023: £Nil) has been recognised in the year. In the abscence 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 £80,000 (2023: £80,000).

12. NET INCOME FOR THE YEAR

NET INCOME FOR THE YEAR
2024 2023
£000s £000s
Net income is stated after charging:
Depreciation of tangible fixed assets 2,858 2,516
Operating lease rentals – other 165 245
Auditor’s remuneration
- Audit services for the Foundation - current year 50 50
- Audit services for the Foundation - prior year under provision - 26
- Audit services for the subsidiary 6 7
- Non-audit services 6 35

13. FIXED ASSETS

FIXED ASSETS
Group:
Cost
At 1 September 2023
Transfer in of assets on acquisition
Additions
Disposals
At 31 August 2024
Depreciation
At 1 September 2023
Depreciation transferred on acquisition
Charge for the year
Disposals
At 31 August 2024
Net book value
At 31 August 2024		 Freehold
property
Fixtures,
fittings,
furniture &
equipment
Motor
vehicles
Total
£000s
£000s
£000s
£000s
77,257
18,565
518
96,340
39,491
4,676
303
44,470
854
2,327
-
3,181
-
(63)
(126)
(189)
117,602
25,505
695
**143,802 **
7,917
11,964
414
20,295
6,658
3,704
236
10,598
125
2,689
44
2,858
-
(63)
(126)
(189)
14,700
18,294
568
**33,562 **
102,902
7,211
127
110,240

Annual Report of the Governors | Page 35

At 1 September 2023

69,340 6,601

76,045

104

The Mill Hill School Foundation

Notes to the Financial Statements for the year ended 31 August 2024

The cost of freehold property represents the historical value recorded in the books of the Foundation consisting of £15,450,000, 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 £361,092,177 (2023: £331,145,000). An annual impairment review is undertaken. See note 1.9 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 2024 year to the value of £237,400 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 £22,000 (2023: £14,000) for the period.

IT Equipment
14. INVESTMENTS
Group
Cost/valuation at 31 August 2023
Disposals
Gains arising from movements in valuations
Cost/valuation at 31 August 2024
Historic cost		 Listed
Investments
2024
Total
2024
Listed
Investments
2023
£000s
£000s
£000s
2,855
2,855
2,926
-
-
-
271
271
(71)		 2024
£000s
-		 2023
£000s
4
Investment
properties
2023
£000s
194
(221)
27		 Total
2023
£000s
3,120
(221)
(44)
3,126
3,126
2,855		 - 2,855
1,856
1,856
1,856		 - 1,856
Foundation
Cost/valuation at 31 August 2023
Disposals
Gains/(Losses) arising from movement in valuations
Cost/valuation at 31 August 2024
Historic cost		 Investment
properties
Total
2024
Investment
properties
Total
2023
£000s
£000s
-
194
-
(221)
-
27
-
-
-
-

15. STOCK

STOCK
2024 2023
£000s £000s
Stock 70 85

Annual Report of the Governors | Page 36

The Mill Hill School Foundation

Notes to the Financial Statements for the year ended 31 August 2024

16. DEBTORS

DEBTORS
Fees and extras
Less provision for doubtful debts
Other debtors
Amount due from group undertaking
Prepayments and accrued income		 2024
Group
2023
Group
2024
Foundation
2024
Foundation
£000s
£000s
£000s
£000s
2,124
1,162
1,942
972
(937)
(886)
(835)
(886)
116
94
116
87
-
-
346
-
937
688
901
671
2,240
1,058
2,470
844

17. CREDITORS: Amounts due within one year

CREDITORS: Amounts due within one year
Loans
Trade creditors
Taxation and social security costs
Deposits from parents
Fees received from parents in advance of term
Fees in advance scheme
Other creditors
Accruals
Amounts payable under finance leases
Amounts due to group undertaking		 2024
Group
2023
Group
2024
Foundation
2024
Foundation
£000s
£000s
£000s
£000s
680
581
680
581
2,114
2,050
2,005
1,961
879
115
842
70
2,508
2,450
2,508
2,450
8,524
8,305
8,524
8,305
6,025
880
6,025
880
881
274
769
265
875
350
860
331
4
21
4
21
-
-
172
71
22,490
15,026
22,389
14,935
Deferred income:
Brought forward
Released in year
Received in year
Carried forward		 Group & Foundation
2024
2023
£000s
£000s
8,305
8,374
(8,305)
(8,374)
8,524
8,305
8,524
8,305

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

18. CREDITORS: Amounts due after one year

CREDITORS: Amounts due after one year
Group & Foundation
2024 2023
£000s £000s
Bank loans 8,087 7,888
Amounts payable under finance leases - 5
School fee deposits 5,958 5,122
Fees in advance scheme 6,302 260

Annual Report of the Governors | Page 37

The Mill Hill School Foundation

20,347 13,275

Notes to the Financial Statements for the year ended 31 August 2024

Bank loans:
In one year or less
Between one and two years
Between two and five years
After five years
School fee deposits:
In one year or less
Between one and two years
Between two and five years
After five years
Finance leases:
In one year or less
Between one and two years
Between two and five years
After five years		 Group & Foundation
2024
2023
£000s
£000s
680
581
3,329
438
1,969
3,621
2,789
3,829
8,767
8,469
2,508
2,450
1,164
1,198
2,585
1,579
2,209
2,345
8,466
7,572
4
21
-
5
-
-
-
-
4
26

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 for 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 £87,000 and £292,000 (2023: £76,000 and £271,000) and the balance outstanding at balance sheet date were £5.9m and £1.2m respectively.

The Foundation has two loan facilities with Allicia Bank who bought the loan book from Allied Irish Bank of £4m and £3m. The £4m loan is repayable in quarterly instalments totalling £381k per annum. The maturity date of the facility was 31 December 2023. Interest on the amounts drawn was charged at a rate of 4.99% per annum. The £3m loan 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 £216,000 (2023: £18,000 and £173,000) and the balance outstanding at balance sheet date was £3.0m.

The Foundation has two loan facilities with Barclays Bank of £524k and £844k. These were transferred to the Foundation on the acquisition of Kingshott School. The £524k loan is repayable in quarterly instalments totalling £68k per annum. The maturity date of the facility is 21 July 2028. Interest on the amounts drawn is charged at a rate of 2.74% per annum. The £844k loan is repayable by monthly instalments of £4.6k. The maturity date of the facility is 21 February 2035. Interest on the amounts drawn is charged at a rate of 3.12% plus a margin of 2.25%.

Interest charged in the year on amounts drawn totalled £5,000 and £20,000 and the balance outstanding at balance sheet date were £277k and £695k respectively.

Annual Report of the Governors | Page 38

The Mill Hill School Foundation

Notes to the Financial Statements for the year ended 31 August 2024

19. FEES IN ADVANCE SCHEME

Parents may enter into a contract to pay the School in advance for fixed contributions towards tuition fees for up to five years. The money may be returned subject to specific conditions on the receipt of notice. Assuming pupils will remain in the School, fees in advance will be applied as follows:

After five years
Within two to five years
Within one to two years
Within one year
Summary of movements in liability
Balance at 1 September
New contracts
Amounts used to pay fees
Amounts accrued to contract as debt financing cost
Balance at 31 August		 Group & Foundation
2024
2023
£000s
£000s
590
22
2,511
45
3,201
193
6,302
260
6,025
880
12,327
1,140
Group & Foundation
2024
2023
£000s
£000s
1,140
1,362
12,799
795
(1,167)
(950)
12,772
1,207
(445)
(67)
12,327
1,140

Summary of movements in liability

Annual Report of the Governors | Page 39

The Mill Hill School Foundation

Notes to the Financial Statements for the year ended 31 August 2024

20. STATEMENT OF FUNDS

Group
Unrestricted funds:
General reserve
Designated Fund
Designated fund (donations &
fundraising)
Restricted funds:
Other Restricted Funds
ABC Bursaries
Cobham Hall School
Lyonsdown School
Keble School
Total restricted
Endowment fund
Total funds
Group
Unrestricted funds:
General reserve
Designated Fund
Designated fund (donations &
fundraising)
Restricted funds:
Other Restricted Funds
ABC Bursaries
Cobham Hall School
Lyonsdown School
Keble School
Total restricted
Endowment fund
Total funds		 At 1
September
2023
Income
Expenditure
Transfer
between
funds
Gains/
(losses)
At 31
August
2024
£000s
£000s
£000s
£000s
£000s
£000s
34,387
97,877
(61,536)
18,400
-
89,128
1,996
-
-
-
-
1,996
116
6
-
-
-
122
36,499
97,883
(61,536)
18,400
-
91,246
823
429
(257)
-
-
995
388
77
(25)
-
-
440
10,650
-
-
(10,650)
-
-
3,000
-
-
(3,000)
-
-
4,750
-
-
(4,750)
-
-
19,611
506
(282)
(18,400)
-
1,435
2,906
-
-
-
271
3,177
-
59,016
98,389
(61,818)
-
271
95,858
At 1
September
2022
Income
Expenditure
Transfer
between
funds
Gains/
(losses)
At 31
August
2023
£000s
£000s
£000s
£000s
£000s
£000s
33,564
53,461
(52,578)
(87)
27
34,387
1,996
-
-
-
-
1,996
113
3
-
-
-
116
35,673
53,464
(52,578)
(87)
27
36,499
692
237
(151)
87
(42)
823
361
193
(166)
-
-
388
10,650
-
-
-
-
10,650
3,000
-
-
-
-
3,000
4,750
-
-
-
-
4,750
19,453
430
(317)
87
(42)
19,611
2,935
-
-
-
(29)
2,906
58,061
53,894
(52,895)
-
(44)
59,016

Annual Report of the Governors | Page 40

The Mill Hill School Foundation

Notes to the Financial Statements for the year ended 31 August 2024

Fund Details

The following is a summary of the origins and purpose 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, held within 'other restricted 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 Funds 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 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 and 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 coordinate various fundraising campaigns amongst Old Millhillian, Old Belmontian and parent body in support of the fund.

Cobham Hall School: The Foundation acquired Cobham Hall School in 2021, and independent day and boarding school for girls. The land and the buildings have been previously recognised in restricted funds, but this has been revisited and it has been established that there is no binding restriction in place over these assets. Therefore they have been transferred to unrestricted funds in year.

Lyonsdown School: During the prior year the Foundation acquired Lyonsdown School, an independent day school. The land and the buildings have been previously recognised in restricted funds, but this has been revisited and it has been established that there is no binding restriction in place over these assets. Therefore they have been transferred to unrestricted funds in year.

Keble School: During the prior year the Foundation acquired Keble School, an independent day and boarding school for girls. The land and the buildings have been previously recognised in restricted funds, but this has been revisited and it has been established that there is no binding restriction in place over these assets. Therefore they have been transferred to unrestricted funds in year.

Unrestricted Funds

Designated fund (donation & 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 planning 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-year repairs and maintenance program costing over £7,700k. The general reserve £89,128k value at August 2024, £88,502k relates to The Foundation (2023:£33,970k) and £626k relates to Mill Hill School Enterprises (2023:£417k).

The transfer of funds represent the completion of specific projects.

Annual Report of the Governors | Page 41

The Mill Hill School Foundation

Notes to the Financial Statements for the year ended 31 August 2024

Foundation
Unrestricted funds:
General reserve
Designated Fund
Designated fund (donations &
fundraising)
Restricted funds:
Other Restricted Funds
ABC Bursaries
Cobham Hall School
Lyonsdown School
Keble School
Total restricted
Endowment fund
Total funds
Foundation
Unrestricted funds:
General reserve
Designated Fund
Designated fund (donations &
fundraising)
Restricted funds:
Other Restricted Funds
ABC Bursaries
Cobham Hall School
Lyonsdown School
Keble School
Total restricted
Endowment fund
Total funds		 At 1
September
2023
Income
Expenditure
Transfer
between
funds
Gains/
(losses)
At 31
August
2024
£000s
£000s
£000s
£000s
£000s
£000s
33,970
97,106
(60,974)
18,400
-
88,502
1,996
-
-
-
-
1,996
116
6
-
-
-
122
36,082
97,112
(60,974)
18,400
-
90,620
411
333
(245)
-
-
499
388
77
(25)
-
-
440
10,650
-
-
(10,650)
-
-
3,000
-
-
(3,000)
-
-
4,750
-
-
(4,750)
-
-
19,199
410
(270)
(18,400)
-
939
-
-
-
-
-
-
55,281
97,522
(61,244)
-
-
91,559
At 1
September
2022
Income
Expenditure
Transfer
between
funds
Gains/
(losses)
At 31
August
2023
£000s
£000s
£000s
£000s
£000s
£000s
33,079
53,461
(52,510)
(87)
27
33,970
1,996
-
-
-
-
1,996
113
3
-
-
-
116
35,188
53,464
(52,510)
(87)
27
36,082
466
237
(337)
87
(42)
411
361
193
(166)
-
-
388
10,650
-
-
-
-
10,650
3,000
-
-
-
-
3,000
4,750
-
-
-
-
4,750
19,227
430
(503)
87
(42)
19,199
-
-
-
-
-
-
54,415
53,894
(53,013)
-
(15)
55,281

Annual Report of the Governors | Page 42

The Mill Hill School Foundation

Notes to the Financial Statements for the year ended 31 August 2024

21. ANALYSIS OF NET ASSETS BETWEEN FUNDS

ANALYSIS OF NET ASSETS BETWEEN FUNDS
Group
Tangible fixed assets
Investments
Current assets
Current liabilities
Long term liabilities
Total net assets
Group
Tangible fixed assets
Investments
Current assets
Current liabilities
Long term liabilities
Total net assets
Foundation
Tangible fixed assets
Investments
Current assets
Current liabilities
Long term liabilities
Total net assets
Foundation
Tangible fixed assets
Investments
Current assets
Current liabilities
Long term liabilities
Total net assets		 Unrestricted
funds
Restricted
funds
Endowment
funds
2024
Total
£000s
£000s
£000s
£000s
110,240
-
-
110,240
(51)
-
3,177
3,126
23,974
1,435
-
25,409
(22,490)
-
-
(22,490)
(20,427)
-
-
(20,427)
91,246
1,435
3,177
95,858
Unrestricted
funds
Restricted
funds
Endowment
funds
2023
Total
£000s
£000s
£000s
£000s
57,645
18,400
-
76,045
(51)
-
2,906
2,855
7,286
1,211
-
8,497
(15,026)
-
-
(15,026)
(13,355)
-
-
(13,355)
36,499
19,611
2,906
59,016
Unrestricted
funds
Restricted
funds
Endowment
funds
2024
Total
£000s
£000s
£000s
£000s
110,240
-
-
110,240
-
-
-
-
23,196
939
-
24,135
(22,389)
-
-
(22,389)
(20,427)
-
-
(20,427)
90,620
939
-
91,559
Unrestricted
funds
Restricted
funds
Endowment
funds
2023
Total
£000s
£000s
£000s
£000s
57,645
18,400
-
76,045
-
-
-
-
6,727
799
-
7,526
(14,935)
-
-
(14,935)
(13,355)
-
-
(13,355)
36,082
19,199
-
55,281

Annual Report of the Governors | Page 43

The Mill Hill School Foundation

Notes to the Financial Statements for the year ended 31 August 2024

22. COMMITMENTS UNDER OPERATING LEASES

At 31 August 2024, the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

Due within one year
Due between one to two years
Due between two to five years		 2024
Plant &
Machinery
2024
Other
2023
Plant &
Machinery
2023
Other
£000s
£000s
£000s
£000s
38
88
144
94
27
71
274
87
13
68
-
147
78
227
418
328

23. RELATED PARTIES

There were no related party transactions.

24. TRUST FUNDS

The combined results for the above Trust Funds for the period ended 31 August 2024 are:

Net assets as at 31 August 2023
Income
Expenditure
Excess expenditure over income
Unrealised gains on investments
Net Assets as at 31 August 2024		 2024
2023
£000s
£000s
97
103
(12)
(75)
85
28
165
22
3,499
3,249

The Trust Funds provide financial assistance to The Foundation's pupils and to former pupils during the period at university. The total of such payments in 2024 for pupils in the school was £12k (2023: £75k).

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

Annual Report of the Governors | Page 44

The Mill Hill School Foundation

Notes to the Financial Statements for the year ended 31 August 2024

25. CONTROLLED ENTITIES

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 2024 and the year ending 31 August 2023 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		 2024
2023
£000s
£000s
1,089
981
(546)
(450)
-
-
543
531
1,307
753
(514)
(162)
793
591

*an annual rental of £50k (2023: £50k), salary and pension of £207k (2023: £218k), heat and light of £3.6k (2023: £3.6k), repairs and maintenance of £1k (2023: £1k), telephone of £237 (2023: £723)) was paid to The Foundation. The year-end surplus (excess of income over expenditure) of Mill Hill School Enterprises for 2024 is £543k (2023: £531k). The yearend surplus (if any) is distributed to The Mill Hill School Foundation under the gift aid scheme.

Mill Hill School Education Group International Limited 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 15727579.

It was incorporated on 18 May 2024 and its first period account will be the period from 18 May 2024 to 31 August 2025. There was no income or expenditure in the period ending 31 August 2024, however there as an intercompany balance due from The Mill Hill School Foundation of £100k, as well as an equal amount of deferred income recognised.

26. CAPITAL COMMITMENTS

Capital expenditure authorised and contracted at 31 August 2024 totalled £nil (2023: £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.

27. NOTES TO THE CASHFLOW STATEMENT

Reconciliation of operating result to net cash inflow from operating activities
Net movement in funds
Gains on investments
Depreciation
Investment income
Dividends received
Interest paid
Profit/(Loss) on sale of Fixed Assets
(Increase)/Decrease in stocks
(Increase)/Decrease in debtors
Increase/(Decrease) in creditors (excluding fees in advance scheme)
Fair value of assets transferred in		 2024
2023
£000s
£000s
36,842
955
(271)
265
2,858
2,516
(406)
(84)
(97)
(83)
605
531
23
-
15
6
(1,182)
(323)
3,350
1,870
(34,129)
-
7,608
5,653

Annual Report of the Governors | Page 45

The Mill Hill School Foundation

Notes to the Financial Statements for the year ended 31 August 2024

Analysis of changes in net debt

Cash and cash equivalents
Cash
Borrowings
Debt due within one year
Debt due after one year
Fees in advance scheme due within one year
Fees in advance scheme due after one year
Finance leases
Total		 As at 31
August
2023
Cash
flows
Other
non-cash
changes
As at 31
August
2024
£000s
£000s
£000s
£000s
7,354
15,745
-
23,099
(581)
(99)
-
(680)
(7,888)
(199)
-
(8,087)
(880)
(5,145)
-
(6,025)
(260)
(6,041)
-
(6,301)
26
(22)
-
4
(9,583)
(11,506)
-
(21,089)
(2,229)
4,239
-
2,010

28. MERGERS

St Joseph's

On 27 October 2023, the Foundation merged with St Joseph's in the Park School, an incorporated charity limited by guarantee, incorporated in England and Wales, company number 05422009 and charity number 1111064. The consideration was for £1. On that date St Joseph's in the Park School transferred all of its trade and net assets to the Foundation, except for the freehold which was acquired by the Foundation in February 2023. St Joseph's in the Park School has been dormant since 28 October 2023.

Cash and cash equivalents
Leasehold improvements
Property, plant and equipment
Current assets
Current liabilities
Net assets		 Book value
Fair value
£000s
£000s
1,275
1,275
1,066
1,066
50
50
420
420
(685)
(685)
2,126
2,126

Kingshott

On 17 May 2024, the Foundation merged with Kingshott School, an incorporated charity limited by guarantee, incorporated in England and Wales, company number 1507581 and charity number 280626. The consideration was for £1. On that date Kingshott School transferred all of its trade and net assets to the Foundation. Kingshott School has been dormant since 18 May 2024.

dormant since 18 May 2024.
Book value Fair value
£000s £000s
Cash and cash equivalents 2,597 2,597
Freehold buildings 11,664 11,664
Property, plant and equipment 192 192
Current assets 422 422
Current liabilities (4,373) (4,373)

Annual Report of the Governors | Page 46

10,502

10,502

Net assets

The Mill Hill School Foundation

Notes to the Financial Statements for the year ended 31 August 2024

Abbots Hill

On 8 July 2024 the Foundation merged with Abbots Hill School, an incorporated charity limited by guarantee, incorporated in England and Wales, company number 08194506 and charity number 312979. The consideration was for £1. On that date Abbots Hill School transferred all of its trade and net assets to the Foundation. Abbots Hill School has been dormant since 9 July 2024.

been dormant since 9 July 2024.
Cash and cash equivalents
Freehold buildings
Property, plant and equipment
Current assets
Current liabilities
Net assets		 Book value
Fair value
£000s
£000s
5,206
5,206
8,649
20,050
618
618
545
545
(4,277)
(4,277)
10,741
22,142

29. POST BALANCE SHEET EVENTS

After the year end, the Foundation entered into agreements to merge with Heathfield School (charity number 309086) and Westbrook Hay School (charity number 292537) with effect from 1 September 2025. Under the terms of the merger deeds the operations, assets and liabilities of the Schools will be transferred to the Foundation on 1 September 2025.

Annual Report of the Governors | Page 47

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